B2B SPEND CARD TERMS (US)

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

Rates, fees, and other important information about your Interlace Spend Card (“Card”) are set forth in these Important Disclosures.

Effective as of January 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

1. Foreign Exchange Fee (non USD): up to 3%

2. Cross Border Fee: up to 3%

Penalty Fees

1. Late payment: Up to $40

2. Returned payment: Up to $29

3. 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/customer/authorized user 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 has opened an Interlace 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.

Issuer 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 to you. By continuing to use the Services, you agree to be bound by such amendments or additional obligations or restrictions. The date at 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 including 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.

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

• Issuer: The issuer of the card program. The issuer for this card program is Third National.

• 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.

• Supported Blockchains: The Ethereum Blockchain, Polygon Blockchain, Optimism Blockchain, Arbitrum Blockchain, and other blockchain networks which may be added at the sole discretion of Issuer.

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:

1. 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).

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

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

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

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

6. You attest that you are not a United States citizen, and that you are signing up for a card that is intended for those outside of the United States.

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. Collateral

Either your primary Linked Wallet or any Additional Wallets may provide the collateral that will secure the Charges made by you on any Interlace Card (the “Collateral”). The collateral will be in the form of a Digital Asset. Issuer reserves the right to designate which forms of Digital Assets may be used as Collateral, and reserves the right to decline a form of Collateral if it does not meet its updated policies, guidelines, or the Issuer’s requirements.

A Liquidation Event will occur:
a) if you have an outstanding payment obligation to Interlace or the Issuer or the Partner, as applicable, and such payment obligation has not been paid in full by you within one (1) calendar day; OR
b) the Market Value of your collateral drops below the value of the existing charges on your Interlace Card(s) and you do not add additional collateral.

“Market Value” of the Collateral will be determined by Interlace and/or Issuer using the net redemption value provided by a centralized stablecoin issuer and/or the real-time price posted on a reputable and recognized exchange or price aggregator, or by reference to a price oracle, subject to Interlace or Issuer’s discretion. You agree that the market value of your collateral is determined solely by Issuer through the above methods. You further agree that the Market Value is determined at the time of a Liquidation Event and any change in or fluctuation in value of the collateral before or after a Liquidation Event will have no bearing on obligations owed to Interlace and/or Issuer.

You, through one or more of your Linked Wallet or Additional Wallets, will be required to post Collateral that has Market Value in United States Dollars (“USD”) equal to each dollar that is charged to all of your Interlace Cards. For example, if you provide Digital Assets with a Market Value equal to $100 USD, and that value does not change, your spending limit will be $100 USD across all your Interlace Cards. Once $100 USD has been charged, you must provide additional Collateral for any incremental Charges. If the Market Value of your collateral falls below $100 USD while $100 USD in charges exist, you may face a Liquidation Event and still owe the difference.

Your withdrawal of any Collateral will not terminate any outstanding payment obligations you may have on your Interlace Cards. Interlace and Issuer will never hold custody of your Collateral. If a Liquidation Event occurs, only the amount required to repay your outstanding obligations will be liquidated. Any unencumbered Collateral remains accessible. You authorize and consent to Issuer liquidating the Collateral upon a Liquidation Event as needed.

4. Spending Limits

Your spending limit is generally set by Interlace pursuant to the Interlace Terms. Issuer may also set spending limits on individual or aggregate Interlace Cards at its discretion. Interlace Account spending limits are dynamic and may change at any time without notice, including increases, decreases, or reduction to $0. Any authorized Charge or fee reduces your spending limit by the corresponding amount.

When you initiate a transaction where the final amount is unknown at authorization, Issuer may place an estimated “hold” on your funds, which reduces your available limit until the final Charge is determined.

5. Purchases & Restrictions

The primary purpose of your Account is to facilitate corporate expenses and other business purchases. Interlace and Issuer reserve the right to block or terminate transactions and suspend Account access—for any pattern deemed outside business use, unless prohibited by law.

You may use your Account to purchase or lease goods or services (“Purchase”) by presenting your Card or providing your card details. We are not liable if a merchant cannot or will not process a Purchase.

Unless prohibited by law, we may limit the type, number, and dollar amount of any Purchase, including “cash-like” transactions such as:

• Purchasing travelers checks, foreign currency, money orders, wire transfers, cryptocurrency, or other digital currencies

• Purchasing lottery tickets, casino chips, race track wagers, or similar betting

• Person-to-person money transfers or account-funding transactions

• Payments via third-party services (e.g., bill payments not directly with the merchant)

We may deny any Purchase for reasons including account default, suspected fraud, unlawful activity, internet gambling, or other risks. We may terminate or suspend your Card or Account at any time without notice. Cash advances and balance transfers are not available.

You confirm you have read and understood the Interlace prohibited activities list and agree not to engage in any such activities. You will not use the Card:

1. For expenses that are not business-related

2. For any purpose prohibited by these Card Terms

3. For, with, or on behalf of any person or entity sanctioned by the U.S. government (OFAC)

4. For personal, family, or household use

You will protect your Card and login credentials and not permit third-party use. Notify us immediately if you suspect compromise, loss, or theft of your Account or Card.

6. Payments

6.1 Promise to Pay

You promise to repay Interlace for all amounts transacted, and to pay Issuer or its assignees for any Charges not repaid by Partner, including Purchases, interest, and other charges. You remain liable for all transactions made by authorized users of your Card.

6.2 Periodic Statements

You are responsible for full payment of all Charges and Fees. Your Interlace Account may provide Periodic Statements detailing Charges, Fees, refunds, Collateral amounts, and other activity. Statements may be accessible daily, monthly, or as prescribed. Report errors or disputes promptly per these Card Terms. We are not obligated to send statements if your Account is uncollectible or law does not require it.

6.3 Repayments

You may repay balances on one or more Cards by any permitted means. Failure to pay the full amount owed breaches these Card Terms and may incur collection costs, legal fees, and maximum lawful interest.

6.4 Prepayment

You may prepay your outstanding balance at any time without penalty. Paying more than the minimum does not waive your obligation for future billing cycles.

7. Fees

Subject to law, you agree to pay all disclosed Fees. We will notify you of Fees when you are approved, via updates to these Card Terms, or on our website. We may change Fees with 30 days’ notice. Fees may include finance charges, periodic fees, issuance or replacement fees, transaction fees, foreign transaction fees, service fees, late payment fees, returned payment fees, misuse fees, Liquidation Event fees, and more. You are responsible for all Fees in addition to Charges.

7.1 Penalty Fees

a) Liquidation Fee
b) Returned Payment Fee – Up to $29 each time a payment is returned or reversed; waived if a late fee applies to the same payment and never exceeding the prior minimum due.
c) Additional Fees – Fees for special services as allowed by law.

7.2 Foreign Currency Transactions

Foreign currency transactions are converted to USD by the card network using their wholesale market or government-mandated rates. The rate on processing may differ from transaction or posting rates. A merchant or third party may convert using their rate. Foreign Transaction Fees up to 3%.

8. Managing Your Interlace Cards

8.1 Requesting and Replacing Cards

We or Issuer may limit or deny Card requests. You must secure Card details and notify us immediately of loss, theft, breach, or damage. Replacement Cards may require you to update stored payment information with merchants.

8.2 Permitted and Unauthorized Use

Cards may only be used for bona fide business-related transactions. Consumer protection laws (e.g., Credit Card Accountability, Responsibility, and Disclosure Act) do not apply. You must maintain controls to ensure authorized business use only. You remain responsible for all transactions by authorized or permitted users. Issuer and third parties may deny or reverse Charges; Issuer is not liable for resulting losses.

8.3 Lost or Stolen Cards

Report loss, theft, or suspected unauthorized use immediately to support@interlace.money. You are not liable for unauthorized use after notification, but may be liable for prior use. You must assist in investigations.

9. Chargebacks

You are responsible for reviewing Periodic Statements and identifying unauthorized or disputed Charges. First attempt resolution with the merchant. If unresolved or unauthorized, initiate a Chargeback within 60 days of posting via your Account. We may require transaction details. Chargebacks follow Card Network rules and may require additional documentation.

Charges under dispute may remain due until resolved. Favorable Chargebacks will be credited to your Account on the current or a future Statement. Failure to pay pending Chargeback amounts may result in Fees, reduced limits, or Account suspension.

10. Termination

Subject to applicable law, we may suspend, revoke or cancel your Account privileges, your right to use the Card or deny any transaction, in our sole discretion at any time, with or without cause and with or without giving you notice. Any termination of credit privileges, whether initiated by us or by you, will not affect any of our rights or your obligations under these Card Terms, including your obligation to repay any amounts you owe us according to the terms of these Card Terms. On our demand or upon termination of credit privileges, you agree to surrender to us or destroy the Card. If you attempt to use the Card after the termination of credit privileges (whether or not we have provided notice of such termination), the Card may be retained by a merchant, ATM or financial institution where you attempt to use the Card.

11. Change of Terms

Subject to applicable law, we may at any time change, add to or delete terms and conditions of these Card Terms, including interest rates and this Change of Terms provision. Such changes may be based on our anti-fraud policies and procedures, your level of compliance with these Card Terms, prevailing economic conditions and/or any other factors. We will give you notice of any change, addition or deletion as required by applicable law. As of the effective date, the changed terms, at our option, will apply to new purchases and the outstanding balances of your Account, to the extent permitted by applicable 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 (one of and 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 and 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 (including but not limited to: messages about , upcoming payment due dates, missed payments and returned payments) to any telephone number(s) you provide to the Messaging Parties. You also agree that these messages may deliver prerecorded and/or artificial voice messages. You understand that telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else, and that these messages may also be recorded by your answering machine. You also authorize the Messaging Parties to deliver messages to you via mail or email at any addresses you supply to them or that they obtain through any legal means.

You understand that anyone with access to your mail, telephone or email account may listen to or read the messages the Messaging Parties leave or send you, and you agree that the Messaging Parties will have no liability for anyone accessing such messages. You further understand that, when you receive a telephone call, text message or email, you may incur a charge from the company that provides you with telecommunications, wireless and/or internet services, and you agree that the Messaging Parties will have no liability for such charges except to the extent required by applicable law. You expressly authorize the Messaging Parties to monitor and record your calls with the Messaging Parties. If any telephone number you have provided to the Messaging Parties changes, or if you cease to be the owner, subscriber, or primary user of any such telephone number, you agree to immediately give notice to the Messaging Party who delivered the messages of such facts so that the Messaging Party can update its records.

This authorization is part of our bargain concerning these Card Terms, and we do not intend it to be revocable. However, to the extent you have the right to revoke your consent to communications by autodialed calls and text messages to your mobile number under applicable law, you may exercise this right by contacting the applicable Messaging Party directly or by sending a request by email to support@interlace.money with the subject line “END COMMUNICATIONS.” You may opt-out of receiving most of these messages at any time by sending us a request to support@interlace.money or by responding “STOP” to any text message. To stop emails only, you can follow the opt-out instructions included at the bottom of the Messaging Parties’ emails.

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 above must be brought in state or federal court in Puerto Rico, unless we both agree to some other location, and you hereby consent to the venue and personal jurisdiction of such court.

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 THE ISSUER.

Binding Arbitration

(a) You and Issuer agree that any and all past, present, and future Disputes (defined below) shall be determined by arbitration, unless your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and Issuer further agree that any arbitration pursuant to this section shall not proceed as a class, group, or representative action. The award of the arbitrator may be entered in any court having jurisdiction.
“Dispute” means any dispute, claim, or controversy between you and Issuer that arises out of or relates to (i) these Card Terms (including any addenda hereto or other terms incorporated herein by reference), (ii) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder, or (iii) any Services (including, without limitation, the Interlace Card).

(b) This agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Card Terms.

Arbitration Procedure

(a) Before filing a claim against Issuer, you agree to try to resolve the Dispute informally by providing written notice to Issuer of the actual or potential Dispute. Similarly, Issuer will provide written notice to you of any actual or potential Dispute to endeavor to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") your name, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

(b) If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Card Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

(c) You and Issuer each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under Section 12.3 below. You and Issuer agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules (the "Rules"). The Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party that desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Issuer users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may — if selected by either party or as the chair by the two party-selected arbitrators — participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.

(d) You and Issuer further agree that the arbitration will be held in the English language in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means.

(e) Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded.

(f) You and Issuer agree that, notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Issuer may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Issuer will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

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. (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; (ii) for amounts owed by Company to third parties; (iii) for acts or omissions of Company Administrators, Company Users, or other Company employees or agents; (iv) for Company's use of the Services; or (v) for disputes over charges between Company and merchants.

2. 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 the 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.

Dispute 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 their choice, and you will pay or promptly reimburse Rain 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.