B2B SPEND CARD TERMS (International)

These Interlace Spend Card Terms (the “Card Terms”) are a binding agreement between you (“you”, or “your”), Qbitech, and Issuer, including its affiliates, successors, and assigns (“Issuer,” “we”, “us”, or “our”) that govern your use of the Interlace Spend Cards, including the process for obtaining and managing Interlace Spend Cards, access to which is provided to you by Qbitech (“Interlace”).

Important Disclosures

Effective as of Jan 10, 2025

• Interest Rates and Interest Charges: 0%

• Annual Percentage Rate (APR) for Purchases: 0%

Your Interlace Spend Card is currently 0% interest on all purchases. Issuer and Interlace reserve the right to implement interest in the future, for new purchases. Interlace will disclose any changes to this agreement prior to the introduction of interest and other charges associated with your Interlace Card.

Fees

Transaction Fee – Foreign Purchases

• Foreign Exchange Fee (non-USD): up to 3%

• Cross Border Fee: up to 3%

Penalty Fees

• Late payment: Up to $40

• Returned payment: Up to $29

• Liquidation penalty: Up to $35

Terms

Background:
The Interlace Card is provided to you on behalf of Interlace in connection with your status as an Interlace client and pursuant to your separate User Agreement between you and Interlace (the “User Terms”). The Issuer is not a party to the Interlace User Terms and disclaims any liability for the performance of services covered therein.

Interlace is providing access to an Interlace Spend Account for purposes of facilitating transactions you make using a Card based on a limit established by Interlace pursuant to the User Terms. You understand that you have access to the Services and Interlace Card only to the extent authorized by Interlace. You acknowledge and agree that Interlace will satisfy obligations created through your use of the Interlace Card, and you will repay Partner based on the terms of your User Agreement, subject to the terms below.

You understand that the Interlace Card is not intended for personal, consumer, or household use, and you agree you will only use the Interlace Card for commercial or business purposes.

Details on Interlace’s collection, use, and handling of your personal data are described in the Interlace Privacy Policy. Please review it carefully and contact Interlace if you have any questions. By opening, using, or maintaining a Card, you consent to and direct Issuer to share information relating to transactions, including receipt information or other personal data, in order to deliver the Services.

Issuer

The card program is issued by the Issuer under license from Visa. The information about the cost of the Card described in the above table is accurate as of January 10, 2025. This information may change after that date. To find out what may have changed, call or write the servicer at support@interlace.money.

Interlace and Issuer reserve the right to amend these Card Terms or impose additional obligations or restrictions on you at any time with or without notice. By continuing to use the Services, you agree to be bound by such amendments or additional obligations or restrictions. The date on the top of this page shows when the Card Terms were last updated. Capitalized terms that are not defined here have the definitions provided in the Platform Agreement.

Defined Terms

• Card Networks
  The payment card networks include Visa or Mastercard.

• Charge
  A payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

• Chargeback
  A dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

• Connected Account
  The primary account created by Interlace and governed by the [Name of existing terms between User and the Partner] that is connected as a settlement source for your Interlace Spend Card.

• Fee
  Charges we impose on you for the use of Services or your use of an Interlace Card.

• Issuer
  Refers to the issuer of the card program. The issuer for this card program is Third National, as the principal member of the applicable Card Networks.

• Periodic Statement
  The periodic statements that reflect activity for all Cards issued to you, identifying charges, fees, refunds, or other amounts owed or credited to your Interlace Account during the time covered by that statement.

Agreement

1. Accepting this Agreement & Eligibility

These Card Terms become effective and legally binding when you activate or create your Card by following the instructions on the Interlace platform. You and we agree to comply with, and be bound by, this entire agreement. You should retain and carefully review these Card Terms. By creating a card, you agree to the Arbitration Clause below as it pertains to this agreement, even if you do not use the Account or the Card.

By using a Card you represent and warrant in your individual capacity that:

• You are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Office of Foreign Asset Controls (OFAC).

• You will use the Services exclusively for purposes permitted by these Card Terms and the Platform Agreement.

• All information you provide to us, either directly or through Partner, is and will be true, correct, and complete.

• You will not use the Interlace Card for personal, family, or household use.

• You will only use the Interlace Card in compliance with applicable law.

2. Issuer Terms

Cards are issued either by the issuer identified on the back of the Interlace Card issued to you, as identified in these Card Terms, or any other agreements or materials provided to you (in each case, the “Issuer”). Issuer is the creditor responsible for funding your payments for goods and services you purchase at a merchant through your Interlace Card and based on information provided by Partner.

Please note that the Issuer may require you to accept additional terms in addition to the agreements you have with Interlace, and your use of the Interlace Cards will then also be subject to such additional terms.

3. RESERVED

4. Spending Limits

Your spending limit is generally set by Interlace pursuant to the terms of the Interlace Terms and may correspond to the amount in your Connected Account, at Interlace’s sole discretion. Issuer may additionally set spending limits on each Interlace Card or an aggregate spending limit across all Interlace Cards, at its sole discretion. Interlace Account spending limits are dynamic and may be modified at any time with or without notice to you, including temporary increases or decreases or reducing spending limits to $0. Any authorized Charge or fee on an Interlace Card may reduce your spending limit by a corresponding amount.

When you use an Interlace Card to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization, Issuer may assess a value to such a Charge for an amount higher or lower than the final Charges. The initial “hold” Charge will reduce your spending limit until the final Charge is determined.

5. Purchases & Restrictions

The primary purpose of your Account is to facilitate corporate expenses and other corporate purchases. Interlace and Issuer reserve the right to block and terminate transactions and suspend access to your Account, unless prohibited by applicable law, for transactions and activity which present patterns that do not conform with business purposes.

You may use your Account to purchase or lease goods or services (each, a “purchase”) by presenting your Card or providing to participating merchants and establishments that honor the Card your Card number and additional information by any other means (for example, over the phone, online or through a mobile app). We will not be liable to you (or anyone else) if any merchant or other person cannot or will not process a purchase permitted under these Card Terms.

Unless prohibited by applicable law, we may from time to time limit the type, number, and dollar amount of any purchase, including any cash-like transaction, even if you have sufficient available credit to complete the purchase. Cash-like transactions include, but are not limited to, the following transactions to the extent they are accepted:

• Purchasing travelers checks, foreign currency, money orders, wire transfers, cryptocurrency, other similar digital or virtual currency and other similar transactions

• Purchasing lottery tickets, casino gaming chips, race track wagers, and similar offline and online betting transactions

• Person-to-person money transfers and account-funding transactions that transfer currency

• Making a payment using a third-party service including bill payment transactions not made directly with the merchant or their service provider

We reserve the right to deny any purchase for any reason, such as account default, suspected fraudulent or unlawful activity, internet gambling, or any indication of increased risk related to the purchase. We may terminate or suspend your use of the Card or the Account, with or without notice to you before or at the time we take such action. Cash advances and balance transfers are not available under these Card Terms.

You acknowledge and agree that you have read and understood the “Interlace prohibited activities list” and that you will not engage in any such activities when using the Services or the Interlace Card.

You acknowledge and agree that you will not use the Interlace Card:

1. For any expense which is not a business expense incurred by you;

2. For any purpose prohibited by these Card Terms;

3. For, with, or for the benefit of any individual or entity who is blocked or sanctioned by the United States, including those identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC);

4. For personal, family, or household use.

You will use all reasonable means to protect your Interlace Cards and log-in credentials to the Interlace Account from unauthorized use. You will not allow any other person or third party to use the Services or the Interlace Card on your behalf. You will immediately notify us where you know or suspect that access to your Interlace Account has been compromised or your Interlace Card has been lost, stolen, or compromised in any way.

6. Payments

6.1 Promise to Pay

While you will generally repay Interlace for amounts transacted with your Card, you also promise to pay Issuer or its assignees for all amounts charged to the Account not repaid by Partner, including all purchases, interest, and charges charged to your Account. You are obligated to repay Interlace or its assignees for all transactions made using your Card by people you have authorized to use the Card, even if their use of the Card exceeds the authorization you gave them.

6.2 Periodic Statements

You are responsible for payment in full of all Charges and Fees. Your Interlace Account may include Periodic Statements identifying Charges, Fees, refunds, the amount of your Collateral, any other Card transactions, or other amounts owed or credited to your Interlace Account. Periodic Statements may be made accessible to you on your Interlace Account daily, monthly, or as otherwise prescribed by Issuer. You must notify us promptly if you believe there are any errors on your Periodic Statement and submit any disputes or Chargebacks in accordance with these Card Terms. We are not obligated to send you a monthly statement if we deem your Account to be uncollectible or applicable law does not require us to send you a statement.

6.3 Repayments

Where applicable, you may make a repayment for a balance on one or more of your Interlace Cards by any means permitted by Interlace and as provided in your Interlace Account.

Any failure to pay the full amount owed to Interlace or the Issuer, as applicable, when required is a breach of these Card Terms. You are responsible for all costs or expenses we may incur in collecting amounts owed but not timely paid, including legal or collection fees and any interest at the maximum rate permitted by law. Balances in your Connected Account may be used as a source of funds for repayment of any spending on your Card, and you expressly authorize the use of your Connected Account for repayment anytime you use your card for purchases.

6.4 Prepayment

At any time and where applicable, you may pay all or any part of your outstanding Account balance without penalty. Payment of more than the payment due in one billing cycle will not relieve you of the obligation to pay the entire payment due in subsequent billing cycles.

7. Fees

Subject to applicable law, you agree to pay the following fees. We will disclose any Fees to you when you are approved for an Interlace Card through your Interlace Account, by updating these Card Terms, or through our website. We may update, add, or change Fees upon 30 days’ notice to you. Fees we assess may include:

• Interest or other finance-related charges

• 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 or returned payments

• Fees for misuse of the Services

• Fees for Liquidation Events

• Other fees we disclose to you

You are responsible for Fees in addition to Charges.

7.1 Penalty Fees

(a) Insufficient funds fee
(b) Returned payment fee: Each time a payment on your Account is returned or reversed for any reason, or we must return any check, instrument, or transaction you send us because it is incomplete or faulty, we will charge you a returned payment fee of up to $29.00. However, we will not charge a returned payment fee if we are charging a late fee with respect to the same minimum payment due and will never charge a returned payment fee exceeding the minimum payment due immediately prior to the date the payment was returned.
(c) Additional fees: We may charge fees for special services you request in accordance with applicable law.

7.2 Foreign Currency Transactions

If you make a transaction using your Account in a foreign currency (including, for example, online purchases from a merchant located outside the U.S.), the card network will convert the transaction into U.S. dollars using an exchange rate for the applicable processing date that is:

1. Selected by the network from the range of rates available in wholesale currency markets (which may vary from the rate the network receives), or

2. The government-mandated rate.

The conversion rate you get may differ from the rate on the transaction date, the posting date, or the rate the network receives. A merchant or other third party may convert a transaction into U.S. dollars or another currency using a rate they select before sending it to the network.

Foreign Transaction Fees: up to 3%

8. Managing Your Interlace Cards

8.1 Requesting and Replacing Cards

We or the Issuer may decide not to grant requests for Interlace Cards or limit the number of physical or virtual Cards provided to you.

You are responsible for securing Interlace Cards, account numbers, and security features. You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs replacement. You may request replacement Cards through your Interlace Account. Replacement Cards may have new account numbers, which 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 changed.

8.2 Permitted and Unauthorized Use

You may only use Interlace Cards for bona fide business-related Charges and transactions, and not for personal, family, or household purposes. Your Interlace Account is commercial in nature; certain consumer protection laws, such as the Credit Card Accountability, Responsibility, and Disclosure Act of 2009, do not apply. All Charges and transactions in your account will be treated as business transactions.

You agree to establish and maintain controls to ensure Interlace Cards are used only by you and your authorized users for bona fide business purposes and in compliance with these Card Terms, any Issuer terms, the Platform Agreement, and applicable law. You are responsible for Charges and transactions by any person given access to your Cards, even if they are not the person named on the Card.

Interlace, Issuers, Card Networks, or third-party providers (including merchant acquirers) may deny or reverse Charges for any reason. The Issuer is not responsible for any losses, damages, or harm caused by denied or reversed Charges.

8.3 Lost or Stolen Cards

If your Card is lost or stolen or if you suspect unauthorized use, you must notify us immediately at support@interlace.money. You will not be liable for unauthorized use that occurs after you notify us, but may be liable for unauthorized use before we receive your notice. You agree to assist us in our investigation if your Card or Account is compromised.

9. Chargebacks

You are responsible for reviewing your Periodic Statements promptly and identifying any unauthorized or disputed Charges.

If you and a merchant have a dispute regarding a Charge (e.g., incorrect goods or services, wrong amount), first attempt to resolve it with the merchant. If unresolved or you believe the Charge is unauthorized, initiate a Chargeback through your Interlace Account within 60 days of the Charge posting on your Periodic Statement. We may require additional transaction details; our review is conditioned on your providing all requested information.

Interlace Cards are subject to Card Network chargeback rules. Networks may require further documentation or details.

Charges pending dispute resolution may still be due as of your payment due date. Chargebacks resolved in your favor will be credited to your Account on the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend your Account or Services if you fail to pay disputed Charges that remain pending.

10. Termination

Subject to applicable law, we may suspend, revoke, or cancel your Account privileges, Card use, or deny any transaction at any time, with or without cause or notice. Termination of credit privileges does not affect our rights or your obligations, including repayment of amounts owed per these Card Terms. Upon demand or termination, you agree to surrender or destroy your Card. If you attempt to use a terminated Card, it may be retained by the merchant, ATM, or financial institution.

11. Change of Terms

Subject to applicable law, we may change, add, or delete terms of these Card Terms, including interest rates and this provision. Changes may be based on anti-fraud policies, your compliance level, economic conditions, or other factors. We will give you notice of any change as required by law. As of the effective date, changed terms may apply to new purchases and outstanding balances, to the extent permitted by law.

12. Remedies

In the event of your default under these Card Terms, we may, subject to applicable law (including any applicable notice requirement):
(a) Declare all or any portion of your outstanding Account balance to be immediately due and payable;
(b) Instead allow you to repay your Account balance by paying the minimum payment due each billing cycle, without waiving any rights under subsection (a); and/or
(c) Commence a collection action against you and charge you for any court costs and/or any reasonable attorneys’ fees and costs we are charged in connection with such action by any attorney who is not our salaried employee.

After a default, interest charges will continue to accrue until your total Account balance, including accrued interest charges, is paid in full, subject to applicable law.

13. Delay in Enforcement

We may at any time and in our sole discretion delay or waive enforcing any of our rights or remedies under these Card Terms or under applicable law without losing any of those or any other rights or remedies. Even if we do not enforce our rights or remedies at any one time, we may enforce them at a later date. For example, we may accept late payments without losing any of our rights under these Card Terms.

14. Communications and Call Recording

You authorize Interlace, Issuer, and their partners (including each of Issuer’s joint or independent affiliates, agents, assigns, and service providers—collectively, the “Messaging Parties”) to use automatic telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems, automated email systems, or any system capable of storing and dialing telephone numbers to deliver messages relating to these Card Terms, your Account, or your relationship with the Messaging Parties more generally. This includes messages about upcoming payment due dates, missed payments, and returned payments, to any telephone number(s) you provide. Messages may be prerecorded or artificial voice. Telephone messages may be played automatically when answered, and may be recorded by your answering machine.

You also authorize the Messaging Parties to deliver messages via mail or email to any addresses you supply or that they obtain lawfully. You understand that anyone with access to your mail, telephone, or email account may listen to or read these messages, and you agree the Messaging Parties have no liability for such access. You may incur charges from your telecommunications, wireless, or internet provider; the Messaging Parties have no liability for such charges except as required by law. You expressly authorize the Messaging Parties to monitor and record calls with them.

If any telephone number you provided changes or you cease to be the primary user, you agree to notify the Messaging Parties immediately so they can update records. This authorization is part of our bargain and not intended to be revocable, except you may revoke consent to autodialed calls and texts under applicable law by contacting the Messaging Party directly or emailing support@interlace.money with subject “END COMMUNICATIONS.” You may opt out of most messages at any time by emailing support@interlace.money or replying “STOP” to a text. To stop emails only, follow the opt-out instructions in the email footer.

15. Governing Law

These Card Terms will be interpreted in accordance with the laws of Puerto Rico without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration section must be brought in state or federal court in Puerto Rico, unless both parties agree otherwise. You consent to venue and personal jurisdiction there.

16. Dispute Resolution & Arbitration

PLEASE READ THIS “DISPUTE RESOLUTION AND ARBITRATION” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND ISSUER.

Binding Arbitration

(a) You and Issuer agree that any and all past, present, and future “Disputes” shall be determined by arbitration, unless an exception applies. Arbitration shall not proceed as a class, group, or representative action. The arbitrator’s award may be entered in any court having jurisdiction.
   • “Dispute” means any dispute, claim, or controversy arising out of or relating to (i) these Card Terms (including addenda or incorporated terms), (ii) breach, termination, enforcement, interpretation, or validity thereof, or (iii) any Services (including the Interlace Card).

(b) This agreement to arbitrate is governed by the Federal Arbitration Act, notwithstanding any other choice of law.

Arbitration Procedure

(a) Before filing a claim, you agree to try to resolve the Dispute informally by sending a written “Notice of Dispute” to Issuer. Likewise, Issuer will provide you with a Notice of Dispute. The Notice must include your name, contact information, and sufficient details to evaluate the concerns. If the Notified Party responds within ten (10) business days expressing willingness to engage in good-faith discussions, both parties will participate promptly.

(b) If the Dispute is not resolved within thirty (30) days after sending the Notice (or if there is no response within ten business days), the Notifying Party may initiate arbitration. Failure to comply with this Notice requirement will result in dismissal of the claim with prejudice and award of costs and fees to the other party.

(c) Unresolved Disputes proceed to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (“Rules”). Rules are available at www.adr.org or by calling 1-800-778-7879. To initiate, deliver a written Demand for Arbitration per AAA Rules. Arbitration is individual, by a sole arbitrator—a retired judge or licensed attorney—selected by parties or appointed by AAA if no agreement within fourteen (14) days. The arbitrator may award all remedies available in an individual lawsuit, subject to any limitations herein. If injunctive relief significantly impacts other users, arbitration by a three-arbitrator panel applies: each party selects one, and those two select a third chairperson.

(d) Arbitration will be in English in New York, New York, or at your election via videoconference, telephone, or other remote means.

(e) Filing costs and administrative fees follow AAA Rules; the prevailing party may recover reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs, plus any other relief awarded.

(f) Arbitration is individual only; no class, group, collective, coordinated, consolidated, or mass arbitration (“Collective Arbitration”) is permitted. A Dispute is deemed Collective Arbitration if two (2) or more similar claims are filed concurrently by or on behalf of multiple claimants with the same counsel.

Class and Collective Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR ISSUER SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

Small Claims

Notwithstanding your and Issuer’s agreement to arbitrate Disputes, you and Issuer retain the right to bring an individual action in small claims court.

Class Waiver

To the extent applicable law permits, any dispute arising out of or relating to these Card Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of these Card Terms or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

No Jury Trial

If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Card Terms.

Venue and Jurisdiction for Judicial Proceedings

Except as otherwise required by applicable law or provided in these Card Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Issuer agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Puerto Rico. Both you and Issuer irrevocably consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

Confidentiality

The existence of and all information regarding any Dispute will be held in strict confidence by the parties and will not be disclosed by either party except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.

Survival

This agreement to arbitrate shall survive the termination or expiration of these Card Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Card Terms unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

Indemnity

You will indemnify and defend each of Interlace and Issuer, and their affiliates, and their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all claims, litigation, investigations, proceedings, losses, damages, fines, penalties, liabilities, settlements, costs, fees, and expenses incurred by any Indemnitee or asserted against any Indemnitee by any person:

1. Arising out of, in connection with, related to, or as a result of, a breach by you or by any Company Administrator or Company User of any of the representations, warranties, covenants, or agreements contained in these Card Terms, the User Terms, any terms applicable to any Third Party Provider or any other agreements with any Issuing Partner or that otherwise relate to the Services or the use of the Interlace Card;

2. For amounts owed by the Company to third parties;

3. For acts or omissions of Company Administrators, Company Users, or other Company employees or agents;

4. For the Company’s use of the Services; or

5. For disputes over charges between the Company and merchants.

Interlace and Issuer may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse the issuer and [Partner] for the reasonable fees of such counsel and all related costs and reasonable expenses.

If you are a user from a jurisdiction that does not allow certain indemnification obligations, you agree that the foregoing section titled “Indemnity” is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.