Terms

Mana CREDIT CARD ACCOUNT OPENING DISCLOSURES – SET CREDIT LIMIT

How We Will Calculate Your Balance: We use a method called "average daily balance". See your Cardholder Agreement for more details.

Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in your Card Regulations.

Military Lending Act Disclosure: The following disclosure applies to persons covered by the Military Lending Act – other governmental programs and laws may also govern or apply to this transaction but are not described in the following disclosure. The following disclosure is required by the Military Lending Act. Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: the costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). To learn if you are covered by the Military Lending Act or about the applicable rate, call us at +1 888-531-0499.The Arbitration and Class Waiver sections of your Agreement will not apply to you if you are covered by the Military Lending Act nor do any provisions of the Agreement that waive any right to legal recourse under any state or federal law to the extent required by the Military Lending Act.

Mana CARDHOLDER AGREEMENT – SET LINE OF CREDIT

Last Updated: 06/06/2026

Arbitration Clause; Notices: PLEASE REVIEW THE ARBITRATION CLAUSE AND NOTICES SET FORTH BELOW IN THE SECTION TITLED DISPUTE RESOLUTION AND ARBITRATION. BY USING THE Mana CARD, YOU ARE AGREEING TO THE ARBITRATION CLAUSE AND NOTICES SET FORTH IN THAT SECTION. THE ARBITRATION CLAUSE WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A DISPUTE, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS PROCEEDING.

This Mana Cardholder Agreement (“Agreement”) is a binding agreement between you (“you” or “your”) and the Issuer (“we”, “us,” or “our”) that governs your use of the card account (“Account”) and Mana card (“Mana Card” or “Card”). The Mana Card is provided to you on behalf of Mana in connection with your status as Mana customer and pursuant to your separate User Agreement between you and Mana (the “User Terms”). We are not a party to the User Terms and disclaim any liability for the performance of services covered therein. In the event of any conflict between this Agreement and the User Terms, this Agreement shall be controlling.

Additional Definitions

The term “Card” means any card we issue associated with your Account, including renewal and substitute cards. The term “Card” also means any other access device that allows you to obtain Account credit from us, including your Account number. Other capitalized terms that are not defined here are generally defined the first time we use those terms. The term “Issuer” refers to Third National, including its affiliates, successors, and assigns. The term “Supported Blockchain” means the Ethereum Blockchain, Polygon Blockchain, Optimism Blockchain, Arbitrum Blockchain and other blockchain networks. We may update this list of Supported Blockchains at any time and at our sole discretion.

The terms "you" and "your" mean each and all of the persons who are granted, accept or use the Account and any person who has guaranteed payment of the Account.

Overview of Account Agreement

We reserve the right to amend this Agreement or impose additional obligations or restrictions on you at any time with or without notice to you, except where required by applicable law. By continuing to use the Cards, you agree to be bound by such amendments or additional obligations or restrictions. We will notify you of any amendment to this Agreement by email and notification on your application. If any amendment to this Agreement allows you to reject such amendment, and if you reject the amendment in the manner described in such amendment, we may terminate your Account. If an amendment to this Agreement increases the applicable Interest Charges applicable to your Account, any existing unpaid balances may be subject to such increase to the Interest Charges.

You agree that this Agreement becomes effective the first time you use any Card or the Account. You agree that you were not solicited for this product. You also agree that we may keep and use an image or copy of the Agreement to enforce its terms against you. When the Agreement states we “may” take an action, it means we are authorized to take that action in our sole discretion, subject only to any limitations or requirements established by law and the express terms of the Agreement. Please read this Agreement carefully and keep them for future reference. We may make new offers to you in the future or forward offers from others that may interest you. If these offers have new or different terms, those terms will be provided with the offer. If you accept the offer, the previously disclosed terms in the Agreement will still apply, except as modified by the offer.

Mana provides technology services in connection with the Mana Card, and is not a bank, or credit union and does not itself extend credit, set interest rates, determine repayment terms or hold Collateral. Nothing in this Agreement shall be construed as creating a lender-borrower relationship between you and Mana.

You acknowledge and agree that Mana:

1. is an express third-party beneficiary of this Agreement, with the limited right to enforce obligations that directly relate to its role;
2. is not responsible for any decisions by the Issuer to approve, decline, suspend or close your Card account. Mana may, at the request of the Issuer, the payment network or a regulatory authority, suspend or restrict your access to the Mana platform or certain features, to protect against fraud, comply with applicable laws or manage program risk;
3. does not control and is not responsible for the operation, security, or performance of the smart contracts used to hold your Collateral; and
4. is not responsible for merchant acceptance of your Mana Card or for resolving disputes about goods or services purchased with the Mana Card.

Account Information We Need

We need and will request complete, current and valid information about you to manage your Account. Such information may include but is not limited to: your legal name; your address(es); your telephone number(s); your date(s) of birth; your employment and income information; and your Social Security number(s); or other government identification number(s). You must tell us when this information changes, and, if we agree to issue additional Cards, you must notify us of any changes to this information for each additional cardholder. You may update your address as described on your most recent Statement, through the website we maintain for your Account, or by calling us at the telephone number shown on your most recent Statement or the back of your Card. We may require that you provide additional documents that are acceptable to us so that we can verify this information and any changes. We may restrict or close your Account if we are unable to verify your information or if you do not provide the additional information we request, at our sole discretion.

TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES US TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THESE MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR THE NAME, ADDRESS, EMPLOYER IDENTIFICATION NUMBER AND ORGANIZATIONAL DOCUMENTS OF THE ACCOUNT OWNER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH PRINCIPAL OWNER THAT WILL ALLOW US TO IDENTIFY THE ACCOUNT OWNER AND ITS PRINCIPAL OWNERS. WE MAY ALSO ASK TO SEE A COPY OF EACH PRINCIPAL OWNERS' DRIVER'S LICENSES OR OTHER IDENTIFICATION DOCUMENTS.

Balance Categories of Your Account

“Balance Categories” are the different Account segments we may establish with unique pricing, grace periods or other terms. The Balance Categories of your Account may include Purchases, Cash Advances, and Special Offers. We reserve the right to decide which Balance Category applies for each Account transaction and our decision will be final.

A “Purchase” means the property, rights, goods and services we allow you to purchase, rent, or otherwise obtain directly from merchants and vendors by using your Card.

A “Special Offer” means transactions and balances that post to your Account, subject to unique pricing, grace periods, or other terms we disclose from time to time for promotional and other reasons. Our Special Offer disclosures, if any, will explain when any unpaid Special Offer balances may be transferred to and combined with a different Balance Category after any temporary rate period ends.

Your Promises To Us

You promise to do everything the Agreement requires of you, as long as your Account has a balance or remains open. Each of you and all of you promise, individually and together, to pay us all amounts due on your Account, now and in the future. This includes amounts where you did not sign a purchase slip or other documents for the transaction. If you use your Card number without presenting your actual Card (such as for mail, telephone or Internet purchases), these transactions will be treated as if you used the Card in person. The amounts due on your Account include all transactions in each Balance Category made by any of you, plus all Fees and all Interest Charges, as described in this Agreement. Your “Interest Charges” are the charges we add to your Account based on the Annual Percentage Rates we apply to your Account balances. Your “Fees” are the charges we add to your Account that are not based on the Annual Percentage Rates, if any. If you allow someone else to use your Card, you are responsible for all transactions made by that person and all associated Fees and Interest Charges. If you die, your promise to pay us will apply to your estate, as permitted by law.

Using Your Account and Card

You may use your Card and the Account for making Purchases and for obtaining any Special Offers that we may provide, as permitted by this Agreement and applicable law.

You agree to sign the Card immediately after you receive it. The Card is valid during the dates shown on the front. The Card is our property and you agree to return it to us or destroy it, if we ask. You agree to take reasonable steps to prevent the unauthorized use of your Card and Account.

We are not responsible to you if someone refuses to accept your Card for any reason. We may reject any transaction for any reason. We may limit the combined dollar amount or the total number of certain Account transactions allowed during a single day or other time periods. We may restrict or delay the availability of Account credit, to protect you and us against potential fraud, unauthorized transactions, Account misconduct or misuse, or for other risk management reasons. We will not be liable to you if this happens. Except as otherwise required by applicable law or regulation, we will not be responsible for merchandise or services purchased or leased through the use of any Card or the Account.

You agree not to use, try to use, or permit use of the Card or Account for any Internet gambling transactions or any other transactions that are illegal or not permitted by us. Even if you do, you must still pay us for these transactions, and they remain subject to all other terms of our Agreement. You must reimburse us for all damages and expenses associated with these transactions. You acknowledge and agree that you have read and understood the Rain Prohibitions List and that you will not engage in any such activities when using the Services or the Mana Card.

From time to time, Account services may be unavailable to you, due to circumstances beyond our control, such as system failures, fires, floods, natural disasters or other unpredictable events. When this happens, you may be unable to use your Card or obtain Account information. We will not be responsible or liable to you if this happens.

Steakhouse Prime USDC (Powered by Morpho)

The Steakhouse Prime USDC (Powered by Morpho) is a decentralized finance platform that operates on the blockchain network. Issuer does not originate or extend yield to you in connection with Steakhouse Prime USDC (Powered by Morpho) services but instead issues a Card. The Steakhouse Prime USDC (Powered by Morpho) is solely responsible for its yield services, including evaluation, approval, and denial of your yield application. Issuer has no responsibility for, and does not in any way participate in, the Steakhouse Prime USDC (Powered by Morpho) yield transaction.

You understand that by using the Card you are agreeing that the Issuer does not have any affiliation or liability related to any interactions between you and the Steakhouse Prime USDC (Powered by Morpho). The Steakhouse Prime USDC (Powered by Morpho) services, and your access and use of those services, are governed by your separate terms of service for the Mana (KinnectFi) or the Steakhouse Prime USDC (Powered by Morpho) and you acknowledge Issuer is not a party to either of those Agreements. By using the Steakhouse Prime USDC (Powered by Morpho), you understand that you are not buying or selling digital assets from either the card Issuer or Mana (KinnectFi).

You understand that Issuer is not affiliated with and has no relationship to the Steakhouse Prime USDC (Powered by Morpho) or any assets linked to the Steakhouse Prime USDC (Powered by Morpho). Any fees associated with the Steakhouse Prime USDC (Powered by Morpho) accrue to providers in the Steakhouse Prime USDC (Powered by Morpho) and neither the Issuer or Mana have control over those fees. You also agree, and understand that the Issuer does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents.

You acknowledge and agree that you will access and use the services of the Mana App, including, without limitation, the Steakhouse Prime USDC (Powered by Morpho) at your own risk and will not hold Issuer or its affiliates responsible for any interaction with the Steakhouse Prime USDC (Powered by Morpho). Should you have any issues with a transaction that is not a Card purchase, you should refer to your terms of service with either the Mana App or the Steakhouse Prime USDC (Powered by Morpho). Should you have any issue with a transaction completed with your Card, please contact Issuer through the customer service channels listed in your cardholder agreement.

Using a PIN

We may give you a personal identification number (“PIN”). For security reasons, you may have to provide the PIN before you are able to complete some transactions using the Card. With a PIN, you may, if enabled by us, use your Card to obtain cash from certain automated teller machines (“ATM”) or make Purchases at certain merchant point-of-sale devices (“POS”). Where enabled, you may do these things if the ATM or POS requires entry of a PIN and displays the logo of the Payment Card Network on your Card. We will treat any allowed ATM transactions as Cash Advances and all POS transactions as Purchases. Keep your PIN secure and do not write it down, give it to anyone, or keep it with your Card. If you lose your Card or believe someone has gained unauthorized access to your PIN, you must contact us immediately.

Statements and Billing Cycles

The documents or information we provide after each Billing Cycle through your Statement will disclose important information about your Account, including your Account transactions, payments, Fees, Interest Charges, unpaid balances in each Balance Category, and payment requirements. The intervals of time between your regular Statements (each, a “Billing Cycle”) are generally equal (approximately 30 days), but may vary slightly in length. Your first Billing Cycle may be more or less than 30 days. You must pay any Minimum Interest Charge and any Fees due after your first Billing Cycle, even if it is for a period less than 30 days. Your Statements disclose the specific length of each Billing Cycle. Your Account will continue to have Billing Cycles, even if a Statement is not required after any Billing Cycle.

We will send a single Statement to you for all Cards on your Account, except when we are not required or permitted by law to send a Statement. We will send a Statement at the end of each Billing Cycle when your Account has a debit or credit balance of more than $0.01, if we have charged any Interest Charges to your Account, or as otherwise required by law.

Disputed Transactions

You must promptly inspect each Statement you receive and tell us about any errors or questions you have, as described in the “Billing Rights” section of your Statement and this Agreement. If you do not notify us as provided in these disclosures, we may assume that all information in the Statement is correct. If you dispute a transaction made by you or someone else on your Account, and we later credit your Account for all or part of the disputed amount, you agree to:

• • Give us all of your rights against that other person;
  • Give us any merchandise or other purchases you received in connection with the disputed amount, if we ask;
  • Not pursue any claim or reimbursement from the merchant and other person; and
  • Help us pursue and obtain reimbursement from the merchant and that other person, by promptly returning documents with any signatures we may request and otherwise providing us with reasonable cooperation.

No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN THE “BILLING RIGHTS” SECTION OF YOUR STATEMENTS AND THIS AGREEMENT, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Lost or Stolen Cards; Unauthorized Use; Replacement Cards

For Consumers: You must take reasonable steps to prevent the unauthorized use of your Card and Account. If you notice the loss or theft of your Card, or a possible unauthorized use of your Card, you should write to us immediately at the address provided on your Statement or call us at the telephone number provided on your Statement. You will not be liable for any unauthorized use that occurs after you notify us. You may, however, be liable for unauthorized use that occurs before your notice to us. In any case, your liability will not exceed $50 (or any lesser amount required by law or as provided under the express terms of a benefit provided by a Payment Card Network). If we reimburse your Account for unauthorized charges made using your Card, you agree to help us investigate, pursue and obtain reimbursement from the wrongdoer. Your help includes giving us documents that we ask for and that are acceptable to us. Unless canceled, a Card will be valid through the expiration date which is printed on the Card. We may replace a Card at any time and we may continue to issue renewal or replacement Cards until you notify us to cancel the Account.

You are responsible for canceling any lost, misused or stolen Cards or the Account that you suspect may have been the subject of fraud, unauthorized use or misuse, whether as a result of termination of employment or otherwise. You are responsible for retrieving the canceled Card and destroying it to prevent further use. You may also cancel a Card by calling our customer service center. All telephone communications by you to us must be made by calling our customer service center at +1(888)-531-0499 as soon as the need arises. You may also contact us on our toll-free number +1 888-531-0499. You understand that we will require a reasonable amount of time to act on any request made by telephone.

You will not be liable for any unauthorized use of your Card after you notify us orally or in writing of the loss, theft, or possible unauthorized use and you meet the following conditions: (1) you have exercised reasonable care with the Card; (2) you have not reported two or more incidents of unauthorized Card use within the previous 12 months; and (3) you have maintained your Account(s) in good standing. The foregoing liability limitation does not apply to ATM cash advance transactions. In any case, your maximum liability for unauthorized use of a Card will not exceed $50 and you will not be liable for any unauthorized use that occurs after you notify us (or our designee) at the address or telephone number above.

Credit Limits

The credit limit will be determined, in part, by the amount of available Collateral (as defined below). We may assign different credit limits for the different Balance Categories of your Account. For example, your credit limit for any Cash Advances or Special Offers may be lower than your credit limit for Purchases or the overall credit limit of your Account. We may raise, lower, restrict, or cancel your credit limit on any Balance Category or the Account at any time and for any reason, subject to any notices that are required by law. This will not affect your obligation to pay us. You are responsible for keeping track of your Account balances and available credit. You agree not to allow your Account to go over any credit limit. We may honor transactions above your credit limits, but, if we do, this will not increase your credit limit and you must pay us the full amount of these transactions. Provided you maintain sufficient collateral to cover a Purchase, Mana reserves the right to set a daily or monthly spending limit at their sole discretion. The limit could be temporary or permanent. We will tell you if we do this, but we won’t always notify you in advance. Any limits set will also apply to Authorized Users. We may set and vary limits and restrictions on certain uses of the Card or certain transactions. For example, contactless purchases may have their own limits.

Interest Charges

We may charge Interest Charges to your Account as shown in the Agreement, including your Account Opening Disclosures and Statements. If we charge Interest Charges to your Account, we calculate the Interest Charges by applying a Daily Periodic Rate to an “Average Daily Balance” of each Balance Category in your Account.

To get the “Average Daily Balance,” we take the beginning balance of your Account each day (including any previously billed and unpaid transactions, Interest Charges and Fees), add any new Fees and Account transactions (including Purchases, Special Offers, or debit adjustments), and then subtract any unbilled Interest Charges and any payments or credits. This gives us the “Daily Balance” in each Balance Category. Then, we add up all the Daily Balances in each Balance Category for the Billing Cycle and divide the total by the number of days in the Billing Cycle. This gives us the “Average Daily Balance.” Your Statements disclose the “Average Daily Balance” of each Balance Category as the “Balance Subject To Interest Rate.”

Interest Charges begin to accrue from the earlier of the date of the transaction, the date the transaction is processed and first posts to your Account, or the first day of the Billing Cycle, except as prohibited by law or as otherwise described in the Agreement. Interest Charges accrue on each unpaid amount until it is paid in full. Billed and unpaid Interest Charges are added to the proper Balance Category of your Account.

We will not assess Interest Charges during a Billing Cycle for any new Purchases made during that Billing Cycle, if you pay the previous month’s New Balance in full by its payment due date or if your previous month’s New Balance was zero or a credit amount. If you have been paying your Account in full with no Interest Charges applied to Purchases, and you do not pay the next New Balance of your Account in full, we will assess prorated Interest Charges on the unpaid balance of your Purchases, as permitted or required by law. There is no grace period on any new Purchase transaction when there is an unpaid balance from a previous Statement. A Special Offer transaction is not subject to a grace period, unless the terms we provided with the Special Offer expressly state that these transactions are subject to a grace period.

To determine the “Daily Periodic Rate” that applies to each Balance Category, we divide the corresponding Annual Percentage Rates by the number of days in a year. The resulting Daily Periodic Rate is carried three places past the decimal point and the last digit is rounded. We calculate your total Interest Charges by multiplying the Average Daily Balance of each Balance Category by its Daily Periodic Rate and then multiplying the result by the number of days in the Billing Cycle. This calculation may vary slightly from the Interest Charges we actually charge after a Billing Cycle, due to the effects of rounding or as a result of any Minimum Interest Charge that applies.

Your Account Opening Disclosures disclose the Daily Periodic Rates and the corresponding Annual Percentage Rates that apply to each Balance Category. Your Account Opening Disclosures disclose the Minimum Interest Charges that will be due if any Balance Category of your Account is subject to Interest Charges after a Billing Cycle. Your Account Opening Disclosures also disclose which Annual Percentage Rates and Daily Periodic Rates may vary from Billing Cycle to Billing Cycle, based on changes to a published index rate. These Account Opening Disclosures identify the index rate we use, and the different margins we add to the index rate to determine the variable Annual Percentage Rates.

Fees

You must pay the following Fees we charge to your Account, in the amounts shown on your Account Opening Disclosures, shown in this Agreement, or disclosed to you at the time you ask us to provide particular services to you or on your behalf.

Annual Fee: We may charge you this Fee for making the Account available and issuing Cards to you. We will post and treat this Fee as a Purchase transaction.

Late Payment Fee: We may charge you this Fee if we do not receive your payment in time to credit it by the due date shown on your Statement. We will post and treat this Fee as a Purchase transaction.

Returned Payment Fee: We may charge you this Fee each time any payment you make to us is not paid by your financial institution for any reason, even if that institution later pays it. We will post and treat this Fee as a Purchase transaction.

Copying Fee: We may charge you a Fee of $10.00 for each paper copy of a transaction document or a Statement you request, unless they are required to resolve a billing dispute. We will post and treat this Fee as a Purchase transaction.

Fees for Faster Payment Services: We may make services available that allow you to make faster payments through a customer service representative using a telephone, the Internet or other payment system. We will describe the terms for using these services before you use them. You do not have to use these other payment services, and we may charge you a Fee for using them. If we do, we will tell you the amount of the Fee at the time you request the service. We are not responsible if a payment made using our payment services is rejected or not paid. Even if it is, we may still keep the Fee. We will post and treat these Fees as a Purchase transaction.

Foreign Transaction Fee: We may charge you this Fee each time you make a transaction in a currency other than US Dollars or make a transaction in a country outside the United States. This Fee will post to the same Balance Category as the transaction (for example, as a Purchase), and be treated as other transactions that post to this Balance Category.

Transactions Made in Foreign Currencies

If you make a transaction in a foreign currency, the Payment Card Network will convert it into a U.S. dollar amount. The Payment Card Network will use its currency conversion procedures in effect when it processes the transaction. The conversion rate in effect on the processing date might differ from the rate in effect on the transaction or posting date. We do not currently adjust the currency exchange rate.

Making Payments

You are responsible for payment in full of all transactions and fees identified on your Statement at the end of each Billing Cycle. You make a payment to Mana through any means permitted by Mana as disclosed when you log into your Account. You agree to follow the payment requirements we disclose on Statements from time to time. You may pay all or any part of your outstanding Account balance early, without penalty.

If your due date occurs on a day on which we do not receive payments, any payment received the next day that conforms to the above requirements will not be treated as late. Please allow at least five (5) days for postal delivery. Unless we or our agents specifically instruct you to remit payment in a different manner, payments received at any other location or in any other form may not be credited for up to five (5) days. This may cause you to be charged Late Payment Fees and additional Interest Charges.

If you give your Account number or other Account information to someone else to make a payment for you, we may provide Account information to them and process their payment as if you made it. We may refuse to accept any payment made by someone else for your Account. If we accept a payment made by someone else for your Account, you will be responsible for the payment made, even if that payment is rejected or not paid.

Collateral and Security Agreement

This Account is a secured Account. Either your primary linked wallet or any additional wallets may provide the collateral that will secure the charges made by you on any Card (the “Collateral”). The Collateral must be in a wallet on a Supported Blockchain. By entering into this Agreement, you are furnishing and granting us a security interest in the Collateral, as well as any additions to, substitutions or renewals of the Collateral. No portion of the Collateral may be used by you to secure other loans.

In addition to the Collateral serving as collateral for your obligations to us, you also authorize Mana to liquidate Collateral pursuant to this section in the event of a “Liquidation Event.” A “Liquidation Event” will occur at a period set by Mana, a) in accordance with the terms of any “smart-contract” or other electronic code pursuant to which one or more transactions will be triggered with respect to some or all of the Collateral; b) if you fail to make a payment of the full amount owed to Mana within 21 calendar days of the due date on your Statement provided to you; or c) the Market Value of your Collateral drops below the value of the existing charges on your Mana card(s) and you do not add additional collateral or reduce the value of the existing charges to less than the Market Value of your Collateral by making a payment.

“Market Value” of the Collateral will be determined by Mana 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 Mana ’s sole discretion. You agree to pay all transaction costs or “gas” fees relating to any Liquidation transaction and that all such costs or fees will be paid from your Collateral and will not be credited to your Account. You agree that the market value of your collateral is determined solely by Mana 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 Mana.  

You, through one or more of your linked wallet or additional wallets, must ensure that the Collateral has Market Value in United States Dollars (“USD”) that is greater than or equal to the value of all unpaid charges to all of your Cards. For example, if you provide Collateral with a Market Value equal to $100 of value in USD, and that Market Value does not change, your spending limit will be equal to $100 USD. Once $100 USD has been charged to your Card, you will be required to either make a payment or to provide additional Collateral in order to be able to make any additional Charges. If, at any time, the Market Value of the Collateral is less than the value of all unpaid charges, we may require you to add to the Collateral or you may be subject to a Liquidation Event, at our sole discretion. If the Market Value of your collateral is subject to a liquidation event when the Market Value is below your existing charges, you still owe us any difference between the USD value of the charges, and the USD value of the collateral at the time of Liquidation.  

The Collateral will be owned by you at all times and held in your custody. You authorize Mana and its designees to liquidate the Collateral upon a Liquidation Event and use the amounts to satisfy your payment obligations owed to Mana. You agree that Mana will not be required to notify you prior to such liquidation and you acknowledge and agree that, because of the nature of the blockchain technology and smart contract infrastructure, Mana may not be in a position to stop a liquidation from occurring.  

To withdraw your Collateral, you must provide Mana at least (3) business days prior notice. You agree that any Collateral that has been provided to us within the (3) business days of your notice to us may be subject to liquidation notwithstanding your notice to us of your withdrawal of the prior Collateral. Your withdrawal of any Collateral will not terminate any outstanding payment obligations you may have on your Card.

We will not, in any circumstance, be holding custody of your Collateral. Mana is not a custodian or owner of your Collateral. If a Liquidation Event occurs, only the amount required to repay your outstanding financial obligations to Mana will be liquidated from your Collateral. Any unencumbered Collateral balances shall remain freely accessible. You authorize and consent to Mana liquidating the Collateral upon a Liquidation Event through a third party or by other means in order to satisfy payment obligations owed by you to Mana, the Issuer or other third party, as applicable.  

You acknowledge and agree that the Supported Blockchains that we accept as Collateral, including any Supported Blockchains that consist of or include tokenized assets, are issued and managed by third parties, and are subject to their own terms, conditions, and risks. We and Mana make no representations or warranties regarding any Supported Blockchain, or any underlying collateral related to such Supported Blockchain, including but not limited to their value, liquidity, stability, yield, rewards, or any other attributes. We and Mana expressly disclaim all responsibility and liability for any losses, fluctuations, or other outcomes arising from the ownership, use, performance, or characteristics of any Supported Blockchain and/or Collateral. You are responsible for evaluating and accepting the risks associated with any Supported Blockchain you choose to use as Collateral.

You waive any right to require us to: (a) proceed against any Cardholder or any other person; (b) proceed against or exhaust any security held under this Agreement; or (c) pursue any other remedy available to us under applicable law. Issuer or Mana, without prior notice, and from time to time, may: (a) renew, compromise, extend, accelerate or otherwise change the terms relating to the Account; (b) take and hold security (other than the Collateral) for payment of the Account and enforce, exchange and release the security in any manner that we determine is proper; (c) release or substitute any Cardholder, guarantor, or endorser of the Account; and (d) increase or lower the Credit Limit on your Account, and no such action shall change the fact that the Collateral shall at all times serve as security for the Account.

Payment Processing

We may accept and process payments without losing any of our rights. Even if we credit your payment to your Account, we may delay the availability of Account credit until we confirm that your payment has cleared. We may resubmit and electronically collect returned payments. We may also adjust your Account as necessary to correct errors, to process returned and reversed payments, and to handle similar issues.

An “Item” means a check, draft, money order or other negotiable instrument you use to pay your Account. This includes any image of these instruments. When you provide an Item as payment, you authorize us either to use information from your Item to make a one time electronic fund transfer from your deposit account or to process the payment as a check transaction. When we use information from your Item to make an electronic funds transfer, funds may be withdrawn from your deposit account as soon as the same day your payment is received and you will not receive your Item back from your financial institution. You may contact us and ask that we not process your future Items in this way. If we process the payment as a check transaction, you understand and agree that we may convert your Item into an electronic image that can be collected from your depository institution as a substitute check. We will not be responsible if an Item you provide has physical features that, when imaged, result in it not being processed as you intended.

Items with Restrictive Words, Conditions or Instructions

All Items that have restrictive words, conditions, limitations or special instructions added (including Items marked with the words “Paid in Full” or similar language), and all accompanying communications, must be mailed to and received at: Card Services, Mana, support@mymana.xyz. If you make your payment or send any accompanying communications to any other address, we may accept and process the payment, without losing any of our rights.

Credit Balances

We may reject and return to you any portion of a payment that creates a credit balance on your Account. Any credit balance we allow will not be available to you until we confirm that the payment creating the credit balance has cleared. We may reduce the amount of any credit balance by any new amounts billed to your Account. You may contact us as provided on your Statement and request a refund of any available credit balance. If you contact us in writing, we will refund your credit balance within seven (7) business days from our receipt of your written request. A business day means any day in which our offices are open for the processing of Account payments and credits.

Account Default

We may consider you in default of your Agreement with us if:

• you do not make any payment when it is due;
• any payment you make is rejected, not paid or cannot be processed;
• you exceed a credit limit;
• a bankruptcy or other insolvency proceeding is filed by or against you;
• you die or are legally declared incompetent or incapacitated;
• we determine that you made a false, incomplete or misleading statement on any of your Account documentation, or you otherwise tried to defraud us;
• you do not comply with any term of this Agreement or any other agreement with us; or
• you permanently reside outside the United States.

Paying the Interest Charges and Fees charged in connection with a default will not, by itself, cure the default. If you are in default, we may take the following actions without notifying you, after providing you with any notices that may be required by applicable law:

• close or suspend your Account;
• lower your credit limits;
• demand that you immediately pay the entire balance owing on your Account;
• continue to charge you Interest Charges and Fees as long as your balances remain outstanding; and/or
• pursue any other action against you that the law allows, which includes the filing of a lawsuit against you.
• You agree to pay us all of our collection expenses, attorneys’ fees, and court costs, unless the law does not allow us to collect these amounts.

Communications

By accepting these Card Terms or using your Card, you acknowledge that you have received, reviewed, and agree to be bound by the Issuer’s E-Sign & Electronic Communications Notice (the “E-Sign Notice”), which is incorporated herein by reference. You consent to receive all disclosures, notices, agreements, and other communications from Issuer and its service providers in electronic form, in accordance with the E-Sign Notice. You agree that such electronic communications satisfy any legal requirement that such communications be in writing. The E-Sign Notice may be amended by Issuer from time to time, and your continued use of the Card after any such amendment constitutes your acceptance of the amended E-Sign Notice.

We may contact you from time to time about your Account. We may contact you in any manner we choose, unless the law says that we cannot. For example, we may:

• contact you by mail, telephone, email, fax, recorded message, text message or personal visit;
• contact you using an automated dialing or similar device (“Autodialer”);
• contact you at your home and at your place of employment;
• contact you on your mobile telephone;
• contact you at any time, including weekends and holidays;
• contact you with any frequency;
• leave recorded and other messages on your answering machine/service and with others; and
• identify ourselves, your relationship with us, and our purpose for contacting you, even if others might hear or read it.

Our contacts with you about your Account are not unsolicited and may result from information we obtain from you or others. We may monitor or record any conversation or other communication with you. Unless the law prohibits us from doing so, we may modify or suppress caller identification and similar services and identify ourselves on these services in any manner we choose. When you give us or we obtain your mobile telephone number, we may contact you at this number using an Autodialer and can also leave recorded and other messages. We may do these things, whether we contact you or you contact us. If you ask us to discuss your Account with someone else, you must provide us with documents and authorization that we ask for and that are acceptable to us.

Credit Reports

We may provide information about you and the Account to consumer credit reporting agencies. We may also provide information about you and the Account to others as described in our Privacy Notices.

We may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account may be reflected in your credit report. We may obtain and use credit and income information about you from consumer credit reporting agencies and others as the law allows. If you believe we have reported inaccurate information about you to a credit reporting agency, notify us in writing at: Card Services, Mana, support@mymana.xyz. In doing so, identify yourself, your Account, the information you believe is inaccurate, and tell us why you believe the information is incorrect. If you have supporting documents or information, such as a copy of a credit report that includes information you believe is inaccurate, send us the supporting documents and information, too.

Closing or Suspending Your Account

You may ask us to close your Account by calling or writing us as described on your Statement. If you do, we may provide you with additional details about this process and request certain information from you, including payment information. If you use your Card or charges post to your Account after you ask us to close it, we may keep your Account open or reopen it. We may close or suspend your Account and your right to obtain credit from us. We may do this at any time and for any reason, as permitted by law, even if you are not in default. A suspension of your Account might be permanent or temporary.

If your Account is closed or suspended for any reason, you must stop using your Card. You must also cancel all recurring charges or similar billing arrangements connected with the Account. We will not do this for you. If we close or permanently suspend your Account, you must also destroy all Cards.

You must still pay us all amounts you owe on the Account, even if these amounts are charged after your Account is closed or suspended.

Additional Services

We may, from time to time, make additional services available to you directly or through affiliated or non-affiliated third parties. Without limitation, such services may include providing you with virtual accounts in order to enable you to use your Account or otherwise engage in various financial transactions that we do not directly provide. Each such service is subject to its own terms and conditions, and we shall not be responsible to you for any aspect of those services. We may permit you to charge any applicable fees for such services to your Account. You acknowledge and agree that we may receive compensation or otherwise benefit as a result of making such services available to you.

The Law that Applies to Your Agreement

This Agreement will be interpreted using Puerto Rican law. Federal law shall govern the Arbitration provisions of this Agreement, and as otherwise applicable. You waive any applicable statute of limitations, as the law allows. Otherwise, the applicable statute of limitations period for all provisions and purposes under this Agreement (including the right to collect debt) will be the longer of the time period provided by Puerto Rico law or the law of the jurisdiction where you live. If any part of this Agreement is found to be unenforceable, the remaining parts will remain in effect.

Waiver

We will not lose any of our rights if we delay taking any action for any reason or if we do not notify you. For example, we may waive your Interest Charges or Fees without notifying you and without losing our right to charge them in the future. We may always enforce our rights later and may take other actions not listed in this Agreement if the law allows them. You do not have to receive notice from us of any waiver, delay, demand or dishonor. We may proceed against you before proceeding against someone else.

Assignment

This Agreement will be binding on, and benefit, any of your and our successors and assigns. You may not transfer your Account or your Agreement to someone else without our written permission. We may transfer your Account, this Agreement, or any of our rights or obligations therein, to another company or person at any time, without your permission and without prior notice to you. If we do, they will take our place under this Agreement. You must pay them and perform all of your obligations to them and not us. If you pay us after you are informed or learn that we have transferred your Account or this Agreement, we can handle your payment in any way we think is reasonable. This includes returning the payment to you or forwarding the payment to the other company or person.

 Dispute Resolution and 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. Mana IS THE TECHNOLOGY PROVIDER FOR THE CARD BUT IS NOT THE ISSUER, CREDITOR OR LENDER. Mana IS NOT A PARTY TO THIS AGREEMENT AND HAS NO LIABILITY FOR THE ISSUER’S OBLIGATIONS UNDER IT. HOWEVER, Mana IS AN EXPRESS THIRD-PARTY BENEFICIARY OF THIS AGREEMENT WITH RESPECT TO ANY PROVISIONS THAT ALLOCATE RISK, DISCLAIM LIABILITY, LIMIT REMEDIES OR REQUIRE DISPUTES TO BE RESOLVED THROUGH ARBITRATION. ACCORDINGLY, TO THE EXTENT A DISPUTE INVOLVES Mana, Mana SHALL BE ENTITLED TO INVOKE AND BENEFIT FROM THE SAME PROTECTIONS, LIMITATIONS AND DISPUTE RESOLUTION PROCEDURES AS THE ISSUER. TO THE EXTENT YOU HAVE ANY DISPUTE YOU MAY HAVE WITH Mana RELATING SOLELY TO SERVICES PROVIDED TO YOU UNDER YOUR SEPARATE USER TERMS WITH Mana, SUCH DISPUTES WILL BE GOVERNED EXCLUSIVELY IN ACCORDANCE WITH THE Mana USER TERMS.

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) this Agreement (including, without limitation, the Issuer Card, your Account, 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 additional services we may provide to you in connection with this Agreement.

(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 this Agreement.

(c) The Binding Arbitration and Class Waiver sections of this Agreement does not apply to you if you are covered by the Military Lending Act nor do any provisions of the Agreement that waive any right to legal recourse under any state or federal law to the extent required by the Military Lending Act.

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") the name of Company, 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 this Card Agreement, 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 Consumer Arbitration Rules (the "Rules"). The Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who 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.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 this Card Agreement, 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 this Agreement 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 this Card Agreement.

Venue and Jurisdiction for Judicial Proceedings

Except as otherwise required by applicable law or provided in this Card Agreement, 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

The following provisions of this Agreement shall survive any termination or expiration of this Agreement and shall remain in full force and effect until all of your obligations to us have been fully and finally satisfied: (a) all of your payment obligations and our right to collect all amounts owed by you; (b) all security interest, collateral, and setoff provisions, including our rights in any Collateral; (c) any indemnification obligations; (d) the limitation of liability provisions; (e) the disclaimer of warranties provisions; (f) the dispute resolution and arbitration provisions, including the class waiver; (g) our communications and contact rights; (h) our credit reporting rights and your consent thereto; (i) the governing law and jurisdiction provisions; (j) our assignment rights; (k) any waiver provisions; (l) all representations and warranties made by you; (m) any accrued rights, remedies, or causes of action in favor of either party; and (n) any other provision that by its nature or express terms is intended to survive.

Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from this Agreement. The remaining provisions shall remain in full force and effect.

Notwithstanding the foregoing paragraph, in the event that a court finds the prohibition of Collective Arbitration under the Dispute Resolution and Arbitration Section to be invalid or unenforceable, then all provisions related to arbitration in that section shall be deemed void, except for any portion of any provision in that section related to the resolution of Disputes through litigation in court.

Entire Agreement

This Agreement constitutes the entire agreement between you and Issuer regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, and communications whether written or oral, regarding such subject matter.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ISSUER, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ISSUER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL ISSUER’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCOUNT EXCEED THE LESSER OF (A) YOUR ACTUAL DIRECT DAMAGES PROVEN OR (B) THE TOTAL AMOUNTS PAID BY YOU IN CONNECTION WITH THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnity

You will indemnify and defend Issuer, its affiliates, and its 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 arising out of, in connection with, related to, or as a result of your (i) breach of any of the representations, warranties, or covenants contained in this Agreement; or (ii) gross negligence, fraud, or violation of any applicable law or rights of any third-party. Issuer may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Issuer 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 this indemnity is intended to be as broad as permitted under the laws of such jurisdiction.

Your Billing Rights: Keep This Document For Future Use

This notice is for Consumers using the Card Account and tells you about your rights and our responsibilities under the Fair Credit Billing Act.

What To Do If You Find A Mistake On Your Statement

If you think there is an error on your statement, write to us at:

Card Services

Mana

700 Soldiers Field Park, Boston, MA, 02163

In your letter, give us the following information:

• Account information: Your name and account number.
• Dollar amount: The dollar amount of the suspected error.
• Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.

You must contact us:

• Within 60 days after the error appeared on your statement.
• At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong.

You must notify us of any potential errors electronically at support@mymana.xyz or in writing. You may call us or notify us electronically, but if you do we are not required to investigate any potential errors and you may have to pay the amount in question.

What Will Happen After We Receive Your Letter

When we receive your letter, we must do two things:

• Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error.
• Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct.

While we investigate whether or not there has been an error:

• We cannot try to collect the amount in question, or report you as delinquent on that amount.
• The charge in question may remain on your statement, and we may continue to charge you interest on that amount.
• While you do not have to pay the amount in question, you are responsible for the remainder of your balance.
• We can apply any unpaid amount against your credit limit (where applicable).

After we finish our investigation, one of two things will happen:

• If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.
• If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases

If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

• The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase price must have been more than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own the company that sold you the goods or services.)
• You must have used your credit card for the purchase. Purchases made with cash advances from an ATM do not qualify.
• You must not yet have fully paid for the purchase.

If all of the criteria above are met and you are still dissatisfied with the purchase, contact us electronically at support@mymana.xyz or in writing at:

Card Services

Mana

700 Soldiers Field Park, Boston, MA, 02163

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent.

Additional Disclosures for Residents of Certain States

Maryland Residents:

• This Agreement is governed by the Credit Grantor Revolving Credit Provisions in Subtitle 9 of Title 12 (Credit Regulations) of the Maryland Commercial Law, Md. Commercial Law Code Ann. § 12-901, et. seq.
• Upon your default pursuant to the terms of this Agreement, we may recover from you our attorneys’ fees and all court or other collection costs actually incurred by us in connection with your default.
• You acknowledge that you received a copy of this Agreement.

South Dakota Residents: Any improprieties regarding this loan or our lending practices may be referred to the South Dakota Division of Banking at: Division of Banking, South Dakota Department of Labor and Regulation, 1714 Lincoln Ave., Suite 2, Pierre, SD 57501. Phone: 605.773.3421.

Wisconsin Residents:

• Notwithstanding anything to the contrary in this Agreement, we will not be entitled to recover our attorneys’ fees from you upon default.
• Notwithstanding anything to the contrary in this Agreement, this Agreement shall be governed by Wisconsin law and any legal action that we bring against you, if any, will be in Wisconsin.
• By accepting this Agreement, you are certifying that this Account is being incurred by you in the interest of your marriage or family.
• No provision of any marital property agreement (including any premarital agreement), unilateral statement under §766.59 of the Wisconsin Statutes, or court decree under §766.70 of the Wisconsin Statutes adversely affects our interest unless we, prior to the time that the loan is approved, are furnished with a copy of the marital property agreement, a statement, or a decree or have actual knowledge of the adverse provision.
• You must notify us if you have a spouse and provide us with their name and address so that we can provide a copy of this Agreement or otherwise notify your spouse of this Account.
• Your spouse may terminate the Account by requesting termination in writing, in which case we may require you to pay the entire amount due to us immediately. Termination of the Account by your spouse does not reduce or remove any of your liability to us in connection with the Account.

Mana SPEND CARD TERMS

These Mana Spend Card Terms (the “Card Terms”) are a binding agreement between you (“you” or “your”) and the Issuer (“we”, “us”, or “our”) that governs your use of the Mana Spend Cards, including the process for obtaining and managing Mana Spend Cards, access to which is provided to you by KINNECTFI, INC. (“Mana”).

Important Disclosures

PLEASE REVIEW THE ARBITRATION CLAUSE AND NOTICES SET FORTH BELOW IN SECTION 16. BY USING THE CARD, YOU ARE AGREEING TO THE ARBITRATION CLAUSE AND NOTICES SET FORTH IN THAT SECTION. THE ARBITRATION CLAUSE WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A DISPUTE, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS PROCEEDING.

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

Effective as of 06/06/2026

Interest Rates and Interest Charges 0%

Annual Percentage Rate (APR) for Purchases 0%

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

Fees

Transaction Fee

Foreign Purchases

- Foreign Exchange Fee (non USD): 1%

- Cross Border Fee: 0%]

Penalty Fees

- Late payment: $40

- Returned payment: $29

‍WHEN YOU APPLY FOR A CARD ACCOUNT, ACTIVATE A CARD, OR OTHERWISE PARTICIPATE IN THE PROGRAM IN ANY WAY, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE ISSUING TERMS.

Terms

Background:

The Mana Card is provided to you on behalf of Mana in connection with your status as a Mana customer. Your relationship with Mana in connection with platform access and related services (“Services”) is governed solely by the Mana platform Terms of Service (“User Terms” or Mana User Terms”) which constitute a separate agreement between you and Mana. The Issuer is not a party to the Mana User Terms and disclaims any liability for the performance of services covered therein. In the event of a conflict between these Card Terms and your User Terms, these Card Terms will control.

Mana is providing access to a Mana Spend Account (“Account” or “Mana Account”) for purposes of facilitating transactions you make using one or more Cards for transactions up to the applicable credit limit. You understand that you have access to the Services and Mana Card only to the extent authorized by the Mana. You acknowledge and agree that Mana will satisfy obligations created through your use of the Mana Card and you will repay Partner based on the terms of your User Terms, subject to these Card Terms.

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

Details on Mana’s collection, use, and handling of your personal data are described in Mana Privacy Policy. Please review it carefully and contact Mana 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 06/06/2026. This information may change after that date. To find out what may have changed, call or write the servicer, at support@mymana.xyz and +1(888)-531-0499.

Issuer reserves 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 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 User Terms.

Mana provides technology services in connection with the Mana Card, and is not a bank, or credit union and does not itself extend credit, set interest rates, determine repayment terms or hold Collateral. Nothing in these Card Terms shall be construed as creating a lender-borrower relationship between you and Mana.

You acknowledge and agree that Mana:

1. is an express third-party beneficiary of these Card Terms, with the limited right to enforce obligations that directly relate to its role;
2. is not responsible for any decisions by the Issuer to approve, decline, suspend or close your Card account. Mana may, at the request of the Issuer, the payment network or a regulatory authority, suspend or restrict your access to the Mana platform or certain features, to protect against fraud, comply with applicable laws or manage program risk;
3. does not control and is not responsible for the operation, security, or performance of the smart contracts used to hold your Collateral; and
4. is not responsible for merchant acceptance of your Mana Card or for resolving disputes about goods or services purchased with the Mana Card.

Defined Terms:

“Authorized User(s)” means one or more individuals authorized to use the Mana Card and Account on your behalf.

“Card Networks” means the payment card networks including Visa or Mastercard.

“Charge” means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

“Chargeback” means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

“Linked Wallet” means the primary wallet that is connected as a settlement source for your Mana Card and which may or may not enable you to access your Mana Account and Mana Card.

“Fee” means charges we impose on you for use of Services or your use of a Mana Card.

“Issuer” refers to Third National, including its affiliates, successors, and assigns.

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

“Supported Blockchains” means the Ethereum Blockchain, Polygon Blockchain, Optimism Blockchain, Arbitrium Blockchain and other blockchain networks. We may update this list of Supported Blockchains at any time and at our sole discretion.

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 Mana 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.
• All information you provide to us, either directly or through Partner, is and will be true, correct, and complete.
• You will not use the Mana Card for personal, family, or household use.
• You will only use the Mana Card in compliance with applicable law.
• You attest that you were not solicited for this product.

2. Issuer Terms

The Issuer is identified on the back of the Mana Card issued to you, as identified in these Card Terms, or any other agreements or materials provided to you. Issuer is the creditor responsible for funding your payments for goods and services your purchase at a merchant through your Mana Card and based on information provided by Mana. Please note that the Issuer may require you to accept additional terms in addition to the agreements you have with Mana, and your use of the Mana Cards will then also be subject to such additional terms.

3. Collateral

This Account is secured by collateral. Either your primary Linked Wallet or any Additional Wallets may provide the collateral that will secure the Charges made by you on any Mana Card (the “Collateral”). The Collateral must be held in a wallet on a Supported Blockchain. By entering into these Card Terms, you are furnishing and granting us a security interest in the Collateral, as well as any additions to, substitutions or renewals of the Collateral. No portion of the Collateral may be used by you to secure other loans.

A “Liquidation Event” will occur a) if you have an outstanding payment obligation to Mana or the Issuer, 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 Mana Card(s) and you do not add additional collateral. Mana and Issuer may allow for an additional grace period at their discretion.

“Market Value” of the Collateral will be determined by Mana 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 Mana or Issuers discretion. You agree to pay all transaction costs or “gas” fees relating to the any Liquidation transaction and that all such costs or fees will be paid from your Collateral and will not be credited to your Account. 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 Mana and/or Issuer.

You, through one or more of your Linked Wallet or Additional Wallets, must ensure that the Collateral has Market Value in United States Dollars (“USD”) that is greater than or equal to the value of all unpaid charges to all of your Mana Cards. For example, if you provide Collateral with a Market Value equal to $100 of value in USD, and that Market Value does not change, your spending limit will be equal to $100 USD across all your Mana Cards. Once $100 USD has been charged to your Mana Cards, you will be required to either make a payment or to provide additional Collateral in order to be able to make any additional Charges. If, at any time, the Market Value of the Collateral is less than the value of all unpaid charges, we may require you to add to the Collateral or you may be subject to a Liquidation Event, at our sole discretion. If the Market Value of your Collateral is subject to a Liquidation Event when the Market Value is below your existing charges, you still owe Mana and Issuer any difference between the USD value of the charges, and the USD value of the Collateral at the time of the Liquidation Event.

Your withdrawal of any Collateral will not terminate any outstanding payment obligations you may have on your Mana Cards.

Mana and Issuer will not, in any circumstance, be holding custody of your Collateral. Issuer is not a custodian or owner of your Collateral. If a Liquidation Event occurs, only the amount required to repay your outstanding financial obligations to Issuer will be liquidated from your Collateral. Any unencumbered Collateral balances shall remain freely accessible. You authorize and consent to Mana or Issuer liquidating the Collateral upon a Liquidation Event through a third party or by other means in order to satisfy payment obligations owed by you to Mana, the Issuer or other third party, as applicable. You must ensure that sufficient Collateral is maintained to support the Charges incurred by you and all Authorized Users. All Authorized User activity will be attributed to you, and liquidation may occur as a result of an Authorized User’s transactions.

You acknowledge and agree that the Supported Blockchains, including any Supported Blockchains that consist of or include tokenized assets, are issued and managed by third parties, and are subject to their own terms, conditions, and risks. We and Mana make no representations or warranties regarding any Supported Blockchain, or any underlying collateral related to such Supported Blockchain, including but not limited to their value, liquidity, stability, yield, rewards, or any other attributes. We and Mana expressly disclaim all responsibility and liability for any losses, fluctuations, or other outcomes arising from the ownership, use, performance, or characteristics of any Supported Blockchain and/or Collateral. You are responsible for evaluating and accepting the risks associated with any Supported Blockchain you use to provide u Collateral.

You waive any right to require us to: (a) proceed against any Cardholder or any other person; (b) proceed against or exhaust any security held under these Card Terms; or (c) pursue any other remedy available to us under applicable law. Issuer or Mana may, without prior notice, and from time to time: (a) renew, compromise, extend, accelerate or otherwise change the terms relating to the Account; (b) take and hold security (other than the Collateral) for payment of the Account and enforce, exchange and release the security in any manner that we determine is proper; (c) release or substitute any Cardholder, guarantor, or endorser of the Account; and (d) increase or lower the Credit Limit on your Account, and no such action shall change the fact that the Collateral shall at all times serve as security for the Account.

4. Spending Limits

Your spending limit is generally set by Mana pursuant to the terms of the Mana Terms as well as the amount of the Collateral. Issuer or Mana may additionally set spending limits on each Mana Card or an aggregate spending limit across all Mana Cards, at their sole discretion. Mana 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 a Mana Card may reduce your spending limit by a corresponding amount.

When you use Mana 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. Mana 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 presents 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; and

• 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 Rain Prohibitions List and that you will not engage in any such activities when using the Services or the Mana Card.

You acknowledge and agree that you will not use the Mana Card (1) for any expense which is not a business expenses 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); or (d) for personal, family, or household use.

You will use all reasonable means to protect your Mana Cards and log-in credentials to the Mana Account from unauthorized use. You will not allow any other person or third party to use the Services or the Mana Card on your behalf, except that Authorized Users, if any, may use your Account. You will immediately notify us where you know or suspect that access to your Mana Account has been compromised or your Mana Card has been lost, stolen, or compromised in any way. You are responsible for ensuring that only Authorized Users are issued the Mana Card and that each Authorized User has been provided with a copy of, and fully complies with, these Card Terms, Mana’s User Terms, the Prohibited Use Policy and all applicable laws.

6. Payments

6.1 Promise to Pay

While you will generally repay Mana for amounts transacted with your Card, you also promise to pay Issuer or its assignees for all amounts charged to the Account not repaid to Issuer by Partner, including all purchases, interest, and charges charged to your Account. Except as otherwise described in this Agreement, You are obligated to repay 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 which you gave them. You agree to bear the liability for all charges, fees, penalties, Collateral requirements, and repayment obligations incurred by your Authorized Users.

6.2 Periodic Statements

You are responsible for payment in full of all Charges and Fees. Your Mana Mana Account may furnish to you Periodic Statements identifying Charges, Fees, refunds, the amount of your Collateral, any other Card transactions, or other amounts owed or credited to your Mana Account. Periodic Statements may be made accessible to you on your Mana Account daily, monthly, or otherwise. You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Card Terms. Your failure to get a Periodic Statement will have no bearing on your obligations and Mana and Issuer may still liquidate your collateral per Section 3 of this agreement.

6.3 Repayments

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

Any failure to pay the full amount owed when required is a breach of these Card Terms. You are responsible for all costs or expenses that we may incur in collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law. Balances in your linked wallet and the Collateral may each be used as a source of funds for repayment for any spending on your Card, and you expressly authorize the use of your linked wallet and the Collateral for repayment any time you use your card for purchases, as described in the liquidation provisions discussed in Section 3 of this agreement and elsewhere in these Card Terms.

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.

6.5 Right of Setoff.

If you default under these Card Terms, you agree and understand that, without prior notice or demand, Mana and Issuer have the absolute right to setoff all amounts due against the Collateral, any Linked Accounts, and any other of your funds that Mana or Issuer, and their respective affiliates and third-party service providers, may access.

7. Fees.

Subject to applicable law you agree to pay the following fees:

1. The Fees applicable to your Account are described above. You are responsible for Fees in addition to Charges.
2. Returned Payment fees become payable by you 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 $29. 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 that was due immediately prior to the date on which the payment was returned to us.
3. 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 of the U.S.), the credit card association will convert any transaction in foreign currency into U.S. dollars using an exchange rate for the applicable central processing date that is (1) selected by the association from the range of rates available in wholesale currency markets, which rate may vary from the rate the association receives, or (2) the government mandated rate. The conversion rate you get may differ from the rate on the transaction date or the posting date, and from the rate that the credit card association gets. 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 credit card association.

8. Managing Your Mana Cards

8.1 Requesting and Replacing Cards

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

You are responsible for securing Mana Cards, account numbers, and Mana Card security features. You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Mana Card is lost, stolen, breached, or needs to be replaced. In such cases, you may request the issuance of replacement Mana Cards through your Mana Account. Replacement Cards may have new account numbers that could require you to update the Mana Card on file for any scheduled or recurring payments. You are solely responsible for updating Mana Card information stored with merchants where account numbers have been changed.

8.2 Permitted and Unauthorized Use

You may only use Mana Cards for bona fide business-related Charges and transactions, and not for personal, family, or household purposes. You understand that your Mana Account is commercial in nature and that certain consumer protection laws do not apply to your Mana Account or the Mana Cards. You agree that all Charges and other transactions in your account will be treated as business transactions made solely for business purposes.

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

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

8.3 Lost or Stolen Cards.

If your Card is lost or stolen or if you think someone may be using your Card or Account without your permission, you must notify us promptly by emailing us at support@mymana.xyz or calling us at +1(888)-531-0499. You will not be liable for any unauthorized use that occurs after you notify us.

If Unauthorized Use of the Account occurs, you agree to cooperate with Mana, Issuer, and any applicable law enforcement authorities in identifying the unauthorized user. All claims of alleged loss, theft, or Unauthorized Use of a Card or the Account are subject to investigation. You agree to be fully liable for all Purchases, Fees, and any other amounts due on your Account in connection with any claimed Unauthorized Use, except for such amounts incurred after you provide actual notice to Issuer or Mana of such Unauthorized Use. “Unauthorized Use” means any use of a Card or the Account (in any way) by a person who does not have actual, implied, or apparent authority for such use, and from which you received no benefit, directly or indirectly.

9. Chargebacks

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 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 Mana Account. You must report any disputed Charge or error no more than 60 days after the disputed Charge is posted on your Periodic Statement. We may require additional details on the transaction and our review of your disputed Charge will be conditioned on you providing all of the information we may require to review the disputed Charge.

You understand that the Mana Card is subject to Card Network rules regarding chargebacks. The Card Networks have additional established procedures for resolving chargebacks that may require you to provide further details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks that are pending resolution may still be due and owing as of the date that payment is due as provided in the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your Mana Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Mana Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

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. Default and Remedies

We may consider you in default of these Card Terms if:

• You do not make any payment when it is due;
• Any payment you make is rejected, not paid or cannot be processed;
• You exceed a credit limit;
• A bankruptcy or other insolvency proceeding is filed by or against you;
• We determine that you made a false, incomplete or misleading statement on any of your Account documentation, or you otherwise tried to defraud us;
• We reasonably believe that you are or may become unable to pay all of your financial obligations; or
• You do not comply with any term of these Card Terms or any other agreement with us.

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 Mana, Issuer and their partners (each of Issuer’s 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.

By accepting these Card Terms or using your Card, you acknowledge that you have received, reviewed, and agree to be bound by the Issuer’s E-Sign & Electronic Communications Notice (the “E-Sign Notice”), which is incorporated herein by reference. You consent to receive all disclosures, notices, agreements, and other communications from Issuer and the Messaging Parties in electronic form, in accordance with the E-Sign Notice. You agree that such electronic communications satisfy any legal requirement that such communications be in writing. The E-Sign Notice may be amended by Issuer from time to time, and your continued use of the Card after any such amendment constitutes your acceptance of the amended E-Sign Notice.

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@mymana.xyz 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@mymana.xyz 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 below must be brought in state or federal court in Puerto Rico, unless we both agree in writing 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 ISSUER. Mana IS THE TECHNOLOGY PROVIDER FOR THE CARD BUT IS NOT THE ISSUER, CREDITOR OR LENDER. Mana IS NOT A PARTY TO THESE CARD TERMS AND HAS NO LIABILITY FOR THE ISSUER’S OBLIGATIONS UNDER IT. HOWEVER, Mana IS AN EXPRESS THIRD-PARTY BENEFICIARY OF THESE CARD TERMS WITH RESPECT TO ANY PROVISIONS THAT ALLOCATE RISK, DISCLAIM LIABILITY, LIMIT REMEDIES OR REQUIRE DISPUTES TO BE RESOLVED THROUGH ARBITRATION. ACCORDINGLY, TO THE EXTENT A DISPUTE INVOLVES Mana, Mana SHALL BE ENTITLED TO INVOKE AND BENEFIT FROM THE SAME PROTECTIONS, LIMITATIONS AND DISPUTE RESOLUTION PROCEDURES AS THE ISSUER. TO THE EXTENT YOU HAVE ANY DISPUTE YOU MAY HAVE WITH Mana RELATING SOLELY TO SERVICES PROVIDED TO YOU UNDER YOUR SEPARATE USER TERMS WITH Mana, SUCH DISPUTES WILL BE GOVERNED EXCLUSIVELY IN ACCORDANCE WITH THE Mana USER TERMS.

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 Mana 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 who 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.

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 in Puerto Rico; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

Confidentiality:

The existence of 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.

17. Survival

The following provisions of these Card Terms shall survive any termination or expiration of these Card Terms and shall remain in full force and effect until all of your obligations to us have been fully and finally satisfied: (a) all of your payment obligations and our right to collect all amounts owed by you; (b) all security interest, collateral, and setoff provisions, including our rights in any Collateral; (c) any indemnification obligations; (d) the limitation of liability provisions; (e) the disclaimer of warranties provisions; (f) the dispute resolution and arbitration provisions, including the class waiver; (g) our communications and contact rights; (h) our assignment rights; (k) any waiver provisions; (l) all representations and warranties made by you; (m) any accrued rights, remedies, or causes of action in favor of either party; and (n) any other provision that by its nature or express terms is intended to survive.

18. Severability

If any provision of these Card Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Card Terms. The remaining provisions shall remain in full force and effect.

Notwithstanding the foregoing paragraph, in the event that a court finds the prohibition of Collective Arbitration in Section 16 to be invalid or unenforceable, then all provisions in Section 16 shall be deemed void, except for any portion of any provision in Section 16 related to the resolution of Disputes through litigation in court.

19. Assignment

These Card Terms will be binding on, and benefit, any of your and our successors and assigns. You may not transfer your Account or your Agreement to someone else without our written permission. We may transfer your Account, these Card Terms, or any of our rights or obligations therein, to another company or person at any time, without your permission and without prior notice to you. If we do, they will take our place under these Card Terms. You must pay them and perform all of your obligations to them and not us. If you pay us after you are informed or learn that we have transferred your Account or this Agreement, we can handle your payment in any way we think is reasonable. This includes returning the payment to you or forwarding the payment to the other company or person.

20. Entire Agreement

These Card Terms constitute the entire agreement between you and Issuer regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, and communications whether written or oral, regarding such subject matter.

21. Force Majeure

We shall not be liable for any delay or failure to perform any obligation under these Card Terms to the extent that such delay or failure is caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics or pandemics, internet or telecommunications failures, or failures of third-party service providers.

22. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ISSUER, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

IN NO EVENT SHALL ISSUER’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCOUNT EXCEED THE LESSER OF (A) YOUR ACTUAL DIRECT DAMAGES PROVEN OR (B) THE TOTAL AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

24. Indemnity

You will indemnify and defend Issuer, its affiliates, and its 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 arising out of, in connection with, related to, or as a result of your (i) breach of any of the representations, warranties, or covenants contained in these Card Terms; or (ii) gross negligence, fraud, or violation of any applicable law or rights of any third-party. Issuer may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Issuer 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 this indemnity is intended to be as broad as permitted under the laws of such jurisdiction.

25. Notification of Corporate Changes

You must notify Mana immediately upon any change to:

• Your company’s ownership or beneficial owners, including, but not limited to, any sale, merger or consolidation into another company.
• Any change to the company’s address, phone number, email, or other contact information.
• If you become insolvent or if bankruptcy or other insolvency proceedings are commenced by or against you; or
• If a receiver or trustee for the benefit of creditors is appointed for the company.

26. Obligation to Provide Financial and Other Company Information

From time to time and upon the reasonable request of Mana or Issuer, you agree to provide to the requesting party financial and other corporate information in form and detail satisfactory to the requesting party.

27. Additional Services

We may, from time to time, make additional services available to you directly or through affiliated or non-affiliated third parties. Without limitation, such services may include providing you with virtual accounts in order to enable you to use your Account or otherwise engage in various financial transactions that we do not directly provide. Each such service is subject to its own terms and conditions, and we shall not be responsible to you for any aspect of those services. We may permit you to charge any applicable fees for such services to your Account. You acknowledge and agree that we may receive compensation or otherwise benefit as a result of making such services available to you.

At Rain, we are advancing the accessibility of stablecoins and stablecoin-based applications. Stablecoins are a special type of cryptographic digital asset that are designed to maintain a stable value relative to currency (“Stablecoins”) issued by a government (“Fiat Currency”). These Virtual Account User Terms of Service (the “User Terms”) is an agreement between you and Rain (“Rain,” “we,” or “us” refers to Rain Products, Inc.) and covers the Virtual Account Services (as defined in Exhibit A) that Rain may provide to you through Rain’s third-party service providers (“Third-Party Providers”) and made accessible to you through KINNECTFI, INC. (dba Mana)’s platform.

Our Privacy Policy (please see https://legal.raincards.xyz/legal/privacy-policy) explains how we collect and use any Personal Information you share with us. Each time you visit our website, apply for a Virtual Account with us, or use the Virtual Account Services, you are giving us your consent to collect, use, and disclose your Personal Information, as that term is defined in our Privacy Policy. Your consent applies for as long as you use the Virtual Account Services.

Certain features of Virtual Accounts may be provided by our Third-Party Providers. By using the Virtual Account Services, you agree to comply with each of these User Terms, and the terms and conditions of our Third-Party Providers (the “Third-Party Provider Agreements”), which can be found under Exhibit D to these User Terms, and to any other terms we link to in this document that become applicable to you after you begin using the Virtual Account Services.

ARBITRATION NOTICE: THESE TERMS REQUIRE YOU TO RESOLVE ANY DISPUTES WITH US IN SMALL CLAIMS COURT OR IN ARBITRATION, AND TO WAIVE YOUR RIGHT TO A JURY TRIAL IN A COURT. YOU ARE ALSO PROHIBITED FROM JOINING A CLASS ACTION LAWSUIT AGAINST US. SECTION 7.8 CONTAINS MORE DETAILS ABOUT THESE WAIVERS AND HOW YOU CAN OPT-OUT OF ARBITRATION.

IMPORTANT: You agree to receive all communications from us and from our Third-Party Providers electronically. This means you cannot contact us about the Virtual Account Services by telephone or by regular mail. For more details about our E-Sign Policy, read Section 7.2.

IMPORTANT:  Rain and KINNECTFI, INC. (dba Mana) are financial technology companies and not banks. Banking services are provided by SSB, Member FDIC. Customer funds are deposited at SSB in one or more custodial accounts established for the benefit of customers. Funds on deposit at SSB are eligible for FDIC insurance up to $250,000 per depositor, per insured bank, for each ownership category, subject to applicable limitations and aggregation rules. Pass-through FDIC insurance coverage applies only to the extent permitted by FDIC regulations and only if the applicable requirements for pass-through coverage are satisfied, including proper account titling and recordkeeping. FDIC insurance protects against the failure of SSB. It does not protect against the failure of Rain or KINNECTFI, INC. (dba Mana) and does not cover non-deposit products.

1. Virtual Account Eligibility; Security

01

Virtual Account Eligibility; Security.

1.1. To be eligible to apply for and use the Virtual Account Services, you must: (a) be at least 18 years old (if you are a natural person) and (b) have the legal capacity to agree to these User Terms.

1.2. We cannot provide the Virtual Account Services to you if you live in or do business in an U.S. state or country where we or our Third-Party Providers do not provide service (“Restricted Locations”). We can add or remove Restricted Locations from the list at any time without notifying you. We also comply with all U.S. sanctions laws, so we are unable to provide the Virtual Account in connection with people in a country or on a list of persons from which we are prohibited by the U.S. government from doing business.

1.3. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record certain personal information (“Personal Information”) from you to verify your identity and the identity of your customers to provide Virtual Account Services. Personal Information may include name, email address, residential address, phone number, date of birth, and taxpayer identification number, copies of a passport, driver’s license, military identification card or other government-issued photo identification, bank account statements, account or digital wallet addresses, the purpose of the use of the Virtual Account Services, the source of funds used to exchange Stablecoins or Fiat Currency, and related information we request. We may keep records of Personal Information if required by a Bank Partner or by Applicable Law. The Personal Information provided to us must always be accurate, complete and up to date. We may also, from time to time, require updates to the Personal Information provided or inquire as to the nature or purpose of a particular transaction or transactions. You must comply with all information requests of Rain, or our Third-Party Providers, in a timely manner. Requests not answered in a timely manner may subject the relevant Virtual Account to limitations including freeze or closure.

1.4 NEITHER WE NOR OUR THIRD-PARTY PROVIDERS ARE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ACTIVITY FROM YOUR RAIN VIRTUAL ACCOUNT. We will treat any unauthorized access or activity as potentially fraudulent, and you must notify Rain within 24 hours if you become aware of or suspect potentially fraudulent activity. When you notify Rain of potentially fraudulent activity, Rain will temporarily restrict access to the Virtual Account Services, suspend any pending Orders, and take any other reasonable steps to prevent misuse of the Virtual Account Services. You must also (a) promptly report any potentially fraudulent activity to legal authorities; (b) provide Rain with a copy of any report prepared by such legal authorities; (c) cooperate fully with the legal authorities and Rain in the investigation; (d) complete any required affidavits promptly, accurately and thoroughly; and (e) allow Rain or any third party designated by us access to your mobile device, computer, and network if relevant to the investigation.

2. Virtual Accounts

02

Connected Virtual Accounts and Wallets

2.1. When you submit instructions to exchange Stablecoins for Fiat Currency, or Fiat Currency for Stablecoins, and deliver the corresponding value to a Bank Account or Blockchain Address, as applicable, (“Orders”) you are giving us your permission to transmit your Orders to our Third-Party Providers for execution. A description of the service can be found in Exhibit A.

2.2. As part of our legal compliance program (“AML Compliance Program”), we will monitor use of your Virtual Account Services and review information associated with transactions related to your Virtual Account Services on an ongoing basis to prevent financial crimes pursuant to the policies and procedures of our Third-Party Providers.

2.3. You are responsible for monitoring your Orders for unauthorized activity, and we are not liable to you if you lose your funds due to unauthorized activity. To protect your Virtual Account Services from unauthorized activity, you must: (a) review your Order history on an ongoing basis; (b) immediately review Order receipts or other related confirmations or notices sent to you; and (c) notify Rain within 24 hours of the Order if you do not receive an Order confirmation.

3. Virtual Account Services Suspension and Termination

03

Virtual Account Suspension and Termination

3.1. You may close your Virtual Account Services at any time and for any reason unless we or our Third-Party Providers suspect that you are doing so to avoid Applicable Law, law enforcement or otherwise avoid an investigation. Closing your Virtual Account Services will not affect the rights we owe to you or the obligations you have to us before closure. We will complete any active Orders by transferring Fiat Currency through your Virtual Account and Stablecoins through your Virtual Account before closing your Virtual Account Services.

3.2. We may immediately reject transactions to or from, suspend or terminate, your Virtual Account Services and/or freeze any funds in the possession of our Third-Party Providers without prior notice if: (a) we suspect you have violated these terms, our AML Compliance Program, or any Applicable Laws; (b) we are required to do so by Applicable Law, a Bank Partner, a Third-Party Provider, or by any valid order we receive from law enforcement officials; (c) we, a Bank Partner, or a Third-Party Provider suspect any suspicious or unauthorized activity or any actual or attempted unauthorized access to your Virtual Account Services; (d) Virtual Account Services have been suspended or terminated or you no longer have access to your Virtual Account Services; (e) you no longer reside in a jurisdiction where we are authorized to provide the Virtual Account Services; and/or (g) you have not processed any Orders or you have not accessed your Virtual Account Services for more than 1 year. We will notify you through email if we suspend or terminate your Virtual Account Services.

4. Supported Stablecoins

04

Supported Stablecoins and Digital Assets

We may remove a Stablecoin due to changes in the characteristics or regulatory classification of the asset, or for any other reason at any time. If you send Stablecoins to Rain that are not supported, these funds will be lost. Rain has no responsibility or liability with respect to these funds.

5. Blockchain Control; Forks; Risks of Buying and Selling Stablecoins

05

Blockchain Control; Forks; Risks of Buying and Selling Stablecoins

5.1. We do not operate, own, or control any blockchains. By their nature, blockchains use open-source software that anyone can use, copy, modify, and distribute. Neither we nor our Third-Party Providers are responsible for the operation of any blockchains that are compatible with the Stablecoins we support, and we do not guarantee the functionality, security, or availability of any blockchains. Some of the financial institutions that issue Stablecoins on various blockchains (“Issuers”) include software code that they can use to block the transfer of Stablecoins if the Issuer suspects illegal activity or pursuant to a request from law enforcement. We have no control over the software code of any of the Stablecoins we support, and you are purchasing Stablecoins at your own risk.

5.2. Blockchains are subject to sudden changes in operating rules, and third parties may from time to time create a copy of a blockchain and implement changes in operating rules or other features (“Forks”) that may result in more than one version of a blockchain (each, a “Forked Blockchain”) and more than one version of a Stablecoin (“Forked Stablecoins”) or digital asset (“Forked Asset”). Our ability to support Forked Stablecoins or accept Forked Assets resulting from a Forked Network is completely outside our control. Forks may materially affect the value and function of Stablecoins and depends entirely on the Issuer of the Forked Stablecoin. In the event of a Fork, we may temporarily suspend any Orders in process at the time of the Fork with or without notice to you while we determine the effects of the Fork on the functionality of the Rain network. Issuers will almost certainly not support Forked versions of the Stablecoins they issue, and you may not be permitted to redeem Forked Stablecoins for Fiat Currency. Attempts to Fork a blockchain may also result in complete or partial failure of the blockchain’s functionality, and the Stablecoins you own that are supported by the blockchain may become worthless.

WE MAY CHOOSE NOT TO SUPPORT FORKED BLOCKCHAINS, AND YOU HAVE NO RIGHT, CLAIM, OR OTHER PRIVILEGE TO FORKED STABLECOINS ON A FORKED NETWORK WE DO NOT SUPPORT, EVEN IN THE RARE EVENT AN ISSUER SUPPORTS THE FORK. WE MAY ABANDON OR CHOOSE NOT TO SUPPORT FORKED BLOCKCHAINS, AND WE, OUR THIRD-PARTY PROVIDERS ARE UNLIKELY TO SUPPORT MOST FORKED BLOCKCHAINS. IF YOU USE A DIGITAL ASSET THAT HAS BEEN FORKED TO BUY STABLECOINS FROM US, WE RESERVE THE RIGHT TO CANCEL YOUR ORDER, AND WE MAY NOT BE ABLE TO RETURN YOUR FUNDS IN THE EVENT OF A FAILED FORK.

5.3. THERE ARE MANY RISKS ASSOCIATED WITH SELLING STABLECOINS. WE HAVE DESCRIBED THESE RISKS IN OUR STABLECOIN RISK DISCLOSURE AVAILABLE IN EXHIBIT B TO THESE USER TERMS. THE STABLECOIN RISK DISCLOSURE IS INCLUDED IN THESE TERMS, AND BY USING THE RAIN VIRTUAL ACCOUNT SERVICES, YOU ARE INDICATING TO US THAT YOU HAVE READ AND UNDERSTOOD THESE RISKS.

06

Orders

6. Orders

6.1. Placing Orders. You can only place Orders through your Virtual Account Services. If we receive an Order from you, we will assume you intended for us to execute the Order. All purchase Orders require full payment in cleared funds at the time we fill your Order. We do not guarantee that we will fill your Order, and we reserve the right to cancel any Order or part of an Order for any reason, including if the Order: (a) was placed during a scheduled or unscheduled downtime of Rain or Company; (v) violates the terms of a Partner Agreement; (c) is non-marketable, or (d) if there are circumstances outside of Rain’s control (including as described in Section 7.11 (Force Majeure)) that make it impracticable to complete the Order or expose Rain to additional cost or risk if the Order was completed.

6.2.  Order Limits. Rain will not hold any proceeds on your behalf. We may limit the amount and frequency of your Orders (in USD terms) in a given time period. These limits may depend on when you opened your Virtual Account, the Personal Information you provided us, and a variety of other risk factors.

6.3. Order Receipts and Order History.  We may choose without prior notice to you, to periodically consolidate multiple Orders into a single Order Receipt. You may request your Order history by emailing support@mymana.xyz. We maintain records of all Orders for a period of five years or as otherwise required by applicable law.

6.5. Cancellations; Errors. You may not cancel an Order after we have commenced processing it. If you cancel your Order and you have not provided sufficient information in order for us to instruct our Third-Party Providers to return your funds, we will instruct our Third-Party Providers to hold your funds as required by law. You are solely responsible for reviewing your Order Receipts for accuracy and for monitoring your Order History for any errors or any potentially fraudulent activity. If you do not receive an Order Receipt or an Order cancellation notice, or if the Order Receipt is inaccurate, you must notify Rain within 24 hours of placing the Order or receiving the Order Receipt. You hereby waive your right to dispute an Order unless you notify Rain of any objections within 24 hours after the applicable Order Receipt was sent to you. We reserve the right, but we have no obligation, to declare an Order null and void that we consider to be erroneous (each, an “Erroneous Order”). You are responsible for ensuring that you submit the appropriate Order type when you place an Order, and that a simple assertion by you that you made a mistake in entering an Order, or that you failed to pay attention to or update an Order, will not be sufficient to establish it as an Erroneous Order. If we determine in our sole discretion that a given Order is an Erroneous Order, we may declare it null and void, in whole and in part, even if you do not agree to cancel or modify it, in which case you will return the Stablecoins received in the Erroneous Order. If you place an Erroneous Order and such Erroneous Order is equal to $5 or less, in order to cover Rain’s estimated administrative costs, you relinquish your claim to any funds you have sent to us with respect to such Erroneous Order and title to such funds transfers to Rain upon receipt.

6.6. Downtime. We will use commercially reasonable efforts to provide the Virtual Account Services in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing the Virtual Account Services, and a variety of other factors outside our control, and some of which may require or result in scheduled maintenance or unscheduled downtime of the Rain Network (collectively, “Downtime”). Part or all of the Virtual Account Services may be unavailable during any Downtime, and we are not liable or responsible to you for any inconvenience or losses you incur as a result of Downtime.

6.7 Compliance with Law. We reserve the right to refuse to process, or to cancel, correct, clawback, or reverse, any transaction, in our sole discretion, even after funds have been transferred to you, in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime; be erroneous or violate the prohibited activities set forth in Exhibit C to these User Terms. In such instances, we will reverse the transaction and we are under no obligation to reinstate an Order at the same price or on the same terms as the canceled transaction.

07

General Terms

7. General Terms

7.1. Fees. We do not charge fees to you for use of the Virtual Account Services. Our partners may charge their own fees to you in connection with your use of the Virtual Account Services. We are not responsible for any fees charged to you by third parties. You are solely responsible for understanding and accepting any fees charged to you in connection with the Virtual Account Services.

7.2. E-sign and Electronic Communications Consent.

7.2.1. You agree to the terms of our E-sign and Electronic Communications Notice available at https://legal.raincards.xyz/legal/electronic-communications-notice. You may withdraw your consent to the terms of our E-sign and Electronic Communications Notice consistent with the terms of that notice.

7.2.2. Hardware and Software Requirements. To access and retain electronic Communications, you will need the following computer hardware and software: (a) a device with an Internet connection; (b) a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled; (c) a valid email address (your primary email address on file with Company); and (iv) sufficient storage space to save past Communications or an installed printer to print them.

7.3. Taxes. We do not provide tax or legal advice. We will report Orders and the proceeds from Orders to the Internal Revenue Service to the extent and manner required by applicable law.

7.4. Intellectual Property; Rain Materials; Feedback. The text, graphics, images, logos, button icons, photographs, editorial content, notices, software and other materials we provide you, including the manner in which we arrange or present them to you (the “Rain Materials”) are protected under both the United States and other applicable copyright, trademark, and other laws. The Rain Materials belong to us or are licensed to Rain by our partners. We grant you the right to view and use the Rain Materials, but we or our partners retain ownership of the Rain Materials at all times. You may download or print a copy of the Rain Materials for personal, non-commercial use only. Any distribution, reprint or electronic reproduction of any Rain Materials in whole or in part for any other purpose is expressly prohibited without our prior written consent. You agree not to use, nor permit any third party to use, the Rain Materials in a manner that violates any applicable law or these terms. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Virtual Account Services (“Feedback”), then you hereby grant Rain an unrestricted, perpetual, irrevocable, non-exclusive, fully paid up, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Virtual Account Services and to create other products and services.

7.5. Remedies for Breach. If you or any authorized user breaches any of your representations, warranties, agreements, covenants or obligations set forth in these terms, give us inaccurate or incomplete information for any reason, or otherwise fail to comply with any other requirements of these terms or any of our or our Bank Partner’s or Third-Party Provider’s policies, we will have the right to suspend or terminate any Order and/or your Virtual Account. You will be liable for all losses we, our affiliates, and our Third-Party Providers incur that result from any such breach. We have sole discretion over what actions, if any, it takes in the event of such breach and may take such action without prior notice to you. If a breach by you involves participation by other parties with your Virtual Accounts, you and such parties will be jointly and severally liable for all resulting damages to Rain and our affiliates. The enumeration in these terms of specific remedies will not be exclusive of any other remedies that may be available to us at law or in equity. Any delay or failure by us to exercise any right, power, remedy or privilege in these terms, or that exist now or in the future under any applicable laws (collectively, “Legal Rights”) will not be construed to be a waiver of those Legal Rights, nor to limit the exercise of such Legal Rights, nor will it preclude the further exercise those Legal Rights.

7.6. INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS RAIN, OUR THIRD-PARTY PROVIDERS, AND OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, INDEPENDENT CONTRACTORS, EMPLOYEES, AND AGENTS (THE “INDEMNFIED PARTIES”) FROM AND AGAINST ALL LOSSES, LIABILITIES, ATTORNEYS’ FEES, AND ALL RELATED EXPENSES (“LOSSES”), WHETHER IN TORT, CONTRACT, OR OTHERWISE, THAT ARISE OUT OF, RELATE TO, OR ARE ATTRIBUTABLE, IN WHOLE OR IN PART, TO A CLAIM, SUITS, OR PROCEEDINGS, BROUGHT BY A THIRD PARTY AGAINST AN INDEMNIFIED PARTY RELATED TO YOUR BREACH OF THESE TERMS OR ANY ACTIVITY BY YOU RELATED TO YOUR USE OF THE RAIN VIRTUAL ACCOUNT SERVICES.

7.7. NO WARRANTY; LIMITATION OF LIABILITY.

7.7.1. YOUR USE OF THE RAIN VIRTUAL ACCOUNT SERVICES ARE PROVIDED BY RAIN, OUR THIRD-PARTY PROVIDERS, AFFILIATES AND SERVICE PROVIDERS ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER IMPLIED WARRANTIES. THERE IS NO WARRANTY THAT ANY OF THE RAIN ACCOUNT SERVICES, OR ANY DATA OR OTHER INFORMATION PROVIDED TO YOU BY RAIN OR ITS AFFILIATES WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS. THERE IS NO WARRANTY THAT THE RAIN VIRTUAL ACCOUNT SERVICES WILL BE ERROR FREE, UNINTERRUPTED, TIMELY, RELIABLE, COMPLETE OR ACCURATE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7.7.2. None of Rain, our Third-Party Providers, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will be liable to you or any authorized user for any losses arising out of, related to or resulting from any activities conducted through your Virtual Account Services, Orders you place, directing the transfer of funds to Rain or to a Virtual Account, and any other uses of our services, except to the extent and only to the extent that your losses are actual and have been finally determined by a court of competent jurisdiction or arbitration panel to have resulted solely from the gross negligence, intentional misconduct or fraud of Rain our Third-Party Providers, our affiliates, and any of their respective officers, directors, managers, partners, employees or independent agents or contractors. You will not be held liable for such actual losses that have been finally determined to have resulted solely from the gross negligence, intentional misconduct or fraud of Rain, our Third-Party Providers, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors. Further, none of Rain, our Third-Party Providers, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will have responsibility for losses or have any other liability to you (a) arising out of or resulting from any actions or inactions or performance of services by any third party or actions of other participants in the markets with respect to your Virtual Account or the activities conducted through your Virtual Account or (b) arising out of or resulting from system failures, outages, unauthorized access to the Virtual Account, conversion of property, errors of any kind, government actions, force majeure events, trading suspensions, or any other causes over which Rain does not have direct control. Further, none of Rain, our Third-Party Providers, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will be liable for any indirect, special, incidental, punitive, consequential or exemplary damages or any other losses that are not direct damages, which includes trading losses, lost profits and other lost business opportunities relating to sending Orders to Rain and your use of the Virtual Account Services.

7.8. Dispute Resolution

7.8.1 PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND US TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH YOU OR WE CAN SEEK RELIEF UNLESS YOU OPT OUT. FOR INFORMATION ABOUT OPTING OUT, PLEASE SEE SECTION 7.8.5) BELOW.

This dispute resolution section by binding arbitration is referred to in these User Terms as the “Arbitration Agreement.” As used in Section 7.8, the terms “Rain,” “we,” and “us” mean Signifiy Holdings, Inc., and its past, present, and future parents, subsidiaries, and affiliate entities. The following terms are applicable to all products and services you receive from or through Rain, and to any interaction you have with Rain. You and Rain agree that any dispute, claim, controversy, or disagreement between you and Rain arising out of or relating in any way to these User Terms, your relationship or interaction with us, or these products or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below. “Dispute” will also include disputes that were not noticed at the time you first became subject to these User Terms but arose or involve facts occurring before the existence of this or any prior versions of these User Terms, as well as claims that may arise after the termination of these User Terms. This Arbitration Agreement is expressly intended to bind not only you and Rain but also any third-party beneficiary of these User Terms. In particular, any person or entity who is not a direct party to this Arbitration Agreement but who seeks to assert rights or enforce obligations arising from or relating to this Arbitration Agreement, shall be deemed to have accepted and agreed to this Arbitration Agreement and shall be bound by its terms. Notwithstanding anything to the contrary in this Section 7, should you or we bring claims in arbitration against any such third-party(ies) that arise out of or relate to substantially similar facts or events giving rise to a Dispute with Rain that we are unable to resolve through the informal dispute resolution process described in Section 7.8.3 below, you and we agree that such claims shall be consolidated with the Dispute to proceed as a single arbitration involving you and Rain and the relevant third-party(ies) according to the arbitration procedures provided in this Arbitration Agreement.

7.8.2  Governing Law. Except as otherwise required by applicable law, the Arbitration Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer-protection provisions of your local consumer-protection law.

7.8.3  Claim Notice and Informal Dispute Resolution. We want to address your or Rain’s concerns without needing a formal legal case. Before you initiate a lawsuit or arbitration against Rain, and before Rain initiates a lawsuit or arbitration against you, the initiating party must give the other party written notice describing in reasonable detail the Dispute and the supporting facts (the “Claim Notice”). Your Claim Notice must be emailed to Rain at legal@rain.xyz and include your Rain Account number, email address on file, and phone number where you (or, if you have an attorney, your attorney) can be reached. Rain’s Claim Notice to you or response to your Claim Notice will be sent to the email address we have on file for you or, if applicable, to your attorney. It is your responsibility to keep your contact information up to date. Except as otherwise required by applicable law, once a Claim Notice is sent, you and Rain shall have a reasonable opportunity over the next 60 days to resolve the Dispute on an individual basis. During this 60-day period, if requested by either party, a Rain representative and you must individually meet, in person or remotely, or speak by telephone, and make an effort to resolve the Dispute. No lawsuit or arbitration may be commenced during this 60-day period. Filing a complaint against a nonparty to these User Terms does not suffice as a Claim Notice. Unless otherwise stated in this Arbitration Agreement, any unresolved Dispute(s) must be resolved finally and exclusively by binding arbitration as described below.

Completion of this informal dispute resolution is a condition precedent to filing any demand for arbitration or small-claims court action. Filing any lawsuit or demand for arbitration before completing this informal dispute resolution is a breach of these User Terms. The limitations period will be tolled while you and Rain engage in this informal dispute-resolution process. In addition, unless prohibited by law, the arbitration administrator will not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without submission of a certification of completion of the procedures in this “Claim Notice and Informal Dispute Resolution” section, which certification must be submitted as described in Section 7.8.5) below. If the arbitration is already pending, it shall be administratively closed.

7.8.4  Agreement to Arbitrate. Except as set forth under Exceptions to Agreement to Arbitrate (Section 7.8.13)) below, you and Rain agree that any Dispute shall be resolved through final and binding arbitration to be administered by National Arbitration and Mediation (“NAM”). The parties agree that an arbitrator, and not any court, shall have the exclusive authority to resolve any dispute relating to the validity, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or part of this Arbitration Agreement is void or voidable, except that all Disputes regarding Section 7.8.14 entitled “Class Action and Representative Action Waiver,” including any claim that all or part of that section is unenforceable, illegal, void or voidable, or that such section has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. You and Rain further agree that any Dispute must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time-barred. Likewise, you and Rain agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. Any award of the arbitrator (as defined below in Section 7.8.10)) is final and binding and may be entered as a judgment in any court having jurisdiction. This Arbitration Agreement continues to apply even after you have stopped receiving services from us.

7.8.5  Opt-out of Agreement to Arbitrate You can decline this Arbitration Agreement by contacting legal@rain.xyz within 30 days of enrollment or of your receipt of electronic notice of this Arbitration Agreement and stating that you (include your legal name) opt out of this Arbitration Agreement. Such an opt-out email must be sent by you, and not by your agent, attorney, or anyone else purporting to act on your behalf. If you opt out of the Arbitration Agreement and a Dispute arises between you and Rain at any time thereafter, before starting a lawsuit or arbitration, the complaining party must give the other party written notice describing in reasonable detail the Dispute and the supporting facts (the “Claim Notice”). Your Claim Notice must be consistent with Section 7.8.3 and emailed to Rain at legal@rain.xyz. You are required to include your Rain Account number, then-current email address on your Rain profile, and phone number where you (or, if you have an attorney, your attorney) can be reached. We will email or mail any Rain Claim Notice to you at the email address and physical address we have on file for you. Once a Claim Notice is sent, the complaining party must give the other party a reasonable opportunity over the next 60 days to resolve the Dispute on an individual basis. Filing a complaint with a nonparty to these User Terms does not suffice as a Claim Notice. If you opt out of this Arbitration Agreement, all other parts of these User Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

7.8.6  Arbitration Process and Procedure. NAM will administer arbitrations under its Comprehensive Dispute Resolution Rules and Procedures then in effect (NAM’s Rules, Fees, and Forms are available at https://www.namadr.com/resources/rules-fees-forms/). If this link does not work or if you are unable to review NAM’s Rules, Fees, and Forms, please contact NAM at commercial@namadr.com or through contact information available on NAM’s website at www.namadr.com. In addition, to the extent applicable, NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures shall also apply (together with the Comprehensive Dispute Resolution Rules and Procedures, the “NAM Rules”). If NAM is not available to administer the arbitration, the parties will select an alternative arbitral forum. The arbitration shall occur through the submission of documents to one Arbitrator. If the Arbitrator determines that a hearing is necessary, the hearing shall be conducted remotely by telephone or video conference. If the Arbitrator determines that an in-person hearing is necessary, the hearing will take place in the United States county where you live or work or such other location agreed upon by both parties. Subject to the applicable NAM Rules, the parties agree that the Arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. You must submit a certification that you have complied with and completed the Claim Notice and Informal Dispute Resolution procedures requirements referenced in Section 7.8.2) when initiating arbitration. The demand for arbitration and certification must be personally signed by you and, if represented, by your legal counsel, and submitted to NAM.

If you have a question about the arbitration process or to obtain a current copy of the NAM Rules, including but not limited to Comprehensive Dispute Resolution Rules and Procedures, Mass Filing Supplemental Dispute Resolution Rules and Procedures, and/or fee schedule, NAM’s Commercial Department can be contacted at commercial@namadr.com or through NAM’s website at www.namadr.com.

7.8.7 Arbitration Fees. The payment of all fees shall be governed by applicable NAM Rules and fee schedules, including the “Fees For Disputes When One of the Parties is a Consumer” then in effect and as applicable, except to the extent that the NAM fees and costs (including Arbitrator fees) paid by either party are reallocated upon order of the Arbitrator following a determination that (a) either party breached this Arbitration Agreement, (b) such reallocation is called for under these User Terms, or (c) reallocation is otherwise permitted under applicable law. Payment of fees will be made in accordance with the applicable NAM Rules and fee schedules, unless the Arbitrator finds that either the substance of the Dispute or the relief sought was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If Rain initiates an arbitration against you, we shall pay all fees. The applicable section of the NAM Rules and fee schedules will govern if the case is a part of a “Mass Filing” (as defined below in Section 7.8.11)).

7.8.8 The Arbitrator. The arbitration shall be conducted by a single neutral (the “Merits Arbitrator”). An administrative arbitrator may separately be appointed under NAM Rules. The term “Arbitrator” applies to both the Merits Arbitrator and the administrative arbitrator.

7.8.9 Confidentiality of Arbitration and/or Mediation. All documents and materials submitted to or filed with NAM, and all communications concerning any Dispute, whether oral or written, and all testimony shall not be publicly disclosed and shall remain confidential and inadmissible in any other judicial or alternative dispute resolution proceeding, except as necessary in a proceeding to confirm or vacate the arbitration award under 9 U.S.C. §§ 9-10, as permitted under this Arbitration Agreement, or unless otherwise required by law or judicial decision or order. Any such appeal would then be subject to NAM’s Appellate Dispute Resolution Rules and Procedures. With respect to mediations, the NAM administrator, the mediator, and the parties shall keep all matters relating to the mediation proceeding, including the terms of the settlement agreement, confidential unless the parties mutually agree otherwise.

For additional protection, upon either party’s request, the Arbitrator shall issue an order requiring that confidential information (including decisions or awards) of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in the arbitration or a proceeding to enforce the arbitration award, and that any permitted court filing of confidential information must follow the court’s procedures for filing under seal.

7.8.10 Arbitration Award. The arbitration award is binding only between the parties named in the arbitration award and will not have any effect in another arbitration or proceeding that involves a different party. The Arbitrator may award fees and costs as provided by the NAM Rules or to the extent fees and costs could be awarded in court on similar bases. This includes, but is not limited to, the ability of the Arbitrator to award fees and costs if the Arbitrator determines that a claim or defense is frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), for the purpose of harassment, or in bad faith.

7.8.11 Mass Filing. If, at any time, 25 or more similar demands for arbitration are asserted against Rain or related parties (including Third-Party Providers) by the same or coordinated counsel or related parties (a “Mass Filing”), NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures shall apply; provided, however, that if NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures conflict with these User Terms, these User Terms control. If your case is part of a Mass Filing, any applicable contractual or statutory limitations period applicable to the claims and relief (as well as to any applicable defenses or counterclaims) must be tolled until your case is selected for adjudication, withdrawn, or otherwise resolved.

NAM shall (1) administer the arbitration demands in batches of 100 demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual demands are filed, a single batch of all those demands, and, to the extent there are fewer than 100 demands remaining after the batching described above, a final batch consisting of the remaining demands); (2) appoint one Merits Arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with, once batched, one set of fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible. All parties agree that demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing administrative arbitrator according to NAM Rules to determine the applicability of the Batch Arbitration process. In an effort to expedite resolution of any such dispute by the administrative arbitrator, the parties agree the administrative arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The administrative arbitrator’s fees shall be paid by Rain. You and Rain agree to cooperate in good faith with NAM to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of demands, as well as any steps to minimize the time and costs of arbitration, which may include (1) the appointment of a discovery special master to assist the Arbitrator in the resolution of discovery disputes and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

7.8.12 Offer of Settlement For Mass Arbitration. During a “Mass Filing,” a party may make an offer of settlement not less than 10 days prior to commencement of the arbitral hearing by serving an offer in writing upon any other party to the action to allow an award to be entered in accordance with the terms and conditions stated at that time. Any acceptance of the offer of settlement shall be in writing and shall be signed by counsel for the accepting party or, if not represented by counsel, by the accepting party. If the offer of settlement is not accepted prior to arbitration or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn and cannot be given in evidence upon arbitration. For purposes of this subdivision, the arbitral hearing shall be deemed to be commenced at the beginning of the opening statement of the claimant or claimant’s counsel, or, if there is no opening statement, at the time of the administering of the oath or affirmation to the first witness, or the introduction of any evidence. The offer of settlement shall be served on the other party in the same manner in which other papers are served in the arbitral proceeding. The offer of settlement shall not be served on the Arbitrator, except that, if the offer is accepted, either party may then file with the Arbitrator the offer of settlement and notice of acceptance together with proof of service thereof. The Arbitrator shall dismiss and close the case upon settlement between the parties under this paragraph, and the arbitration proceedings shall then be terminated. If the offer of settlement is not accepted, the offer of settlement shall not be used as evidence in the arbitration proceedings. Evidence of an unaccepted offer is not admissible except in a proceeding to determine costs. The Arbitrator can hear evidence of offers of settlement and any offering party’s request for costs and fees (e.g., filing fees, administrative fees, Arbitrator fees, and hearing fees), which shall exclude attorneys’ fees. If an offer of settlement under this subsection is rejected, and if the final award that the offeree obtains is not more favorable than the unaccepted offer, the Arbitrator may, as part of the final award, award the offeror the costs and fees, excluding attorneys’ fees, incurred after the offer of settlement was made, to be paid by the offeree. The offeree’s costs and fees liability under this subsection is capped at $5,000.00 per claimant.

7.8.13 Exceptions to Agreement to Arbitrate. Either party can elect to have an individual Dispute resolved in small-claims court of your state or municipality if the action is within that court’s jurisdiction. Either party may also bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

7.8.14 CLASS ACTION AND REPRESENTATIVE ACTION WAIVER. TO THE EXTENT PERMISSIBLE BY LAW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED AS A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION (“CLASS ACTION WAIVER”). THIS MEANS THAT YOU MAY NOT SEEK RELIEF ON BEHALF OF ANY OTHER PARTIES IN ARBITRATION, INCLUDING BUT NOT LIMITED TO SIMILARLY AGGRIEVED CLAIMANTS. THE ARBITRATOR’S AUTHORITY TO RESOLVE ANY DISPUTE AND TO MAKE WRITTEN AWARDS WILL BE LIMITED TO YOUR INDIVIDUAL CLAIMS. YOU MAY ONLY RESOLVE DISPUTES WITH RAIN ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER OUR AGREEMENT. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Sections 7.8.11(entitled “Mass Filing”) and Section 7.8.12 (entitled “Offer of Settlement for Mass Arbitration”). Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this section, “Class Action and Representative Action Waiver,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Rain agree that such claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in New York, New York. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Rain from participating in a class-wide or mass settlement of claims.

7.8.15 Judicial Forum for Disputes. Except as otherwise required by applicable law, in the event that the Arbitration Agreement is found not to apply to you or your claims, you and Rain agree that any judicial proceeding (other than small-claims actions) will be brought in New York, New York. Both you and Rain consent to venue and personal jurisdiction there.

7.8.16 WAIVER OF JURY TRIAL. To the fullest extent permitted by law, we both agree to waive our right to a jury trial. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

7.8.17 Severability Except as provided in Section 7.8.14 entitled “Class Action and Representative Action Waiver,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if either Section 7.8.11entitled “Mass Filing” or Section 7.8.14 entitled “Class Action and Representative Action Waiver” of this Arbitration Agreement is found under the law to be invalid or unenforceable, then the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in New York, New York.

7.8.18 Modification Notwithstanding any provision in these User Terms to the contrary, we agree that if Rain makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Rain websites, Application, and/or services, including the acceptance of products and services offered on the websites and/or Application following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these User Terms with an arbitration agreement and you did not validly opt out of arbitration, then changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Rain will continue to honor any valid opt-outs of the Arbitration Agreement that you made to a prior version of these User Terms.

7.9. Governing Law and Venue. These User Terms and your access to and use of the Rain

Virtual Account Services will be governed by and construed and enforced in accordance with the laws of the state of New York, without regard to conflict of law rules or principles (whether of the state of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties arising out or relating to these terms that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the state of New York and the United States, respectively.

7.10. Compliance with Applicable Laws. Orders are subject to applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Laws”). You understand that compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”). In no event will we be obligated to affect any Order that we believe would violate any Applicable Law. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our good faith efforts to comply with any Applicable Law, including any Legal Order.

7.11. Force Majeure. We are not liable for delays, failure in performance or interruption of service that result directly or indirectly from significant market volatility, acts of God, acts of civil or military authorities, acts of terrorists, civil disturbance, war, strike or other labor dispute, fire, floods, interruption in telecommunications or Internet services or network provider services, failures of equipment or software, pandemics, other catastrophe or any other occurrence that is beyond our reasonable control.

7.12. Survival. All provisions pertaining to suspension, termination, or cancellation of the Virtual Account Services, debts owed to Rain, disputes with Rain and general provisions, and all other provisions of these User Terms which by their nature extend beyond the expiration or termination of these User Terms survive the termination or expiration of these User Terms.

7.13. Entire Agreement. These User Terms, our Privacy Policy, and all other terms incorporated into these User Terms comprise the entire understanding and agreement between you and Rain as to the subject matter of these User Terms, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these User Terms), between you and Rain. Section headings in these terms are for convenience only and will not govern the meaning or interpretation of any provision of these terms.

7.14. Assignment. We reserve the right to assign our rights without restriction to any of Rain’s affiliates, any successor in interest of any business associated with the Virtual Account Services, or to any other person in our sole discretion. If Rain is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the Personal Information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights or licenses granted under these User Terms. Any attempted transfer or assignment by you in violation of this section will be null and void.

7.15. Severability. If any provision of these User Terms is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these User Terms will not be affected.

7.16. Non-Waiver of Rights. These User Terms may not be construed to waive rights that cannot be waived under Applicable Law, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of these User Terms or to exercise any right under these User Terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.

7.17. Modifications to these Terms. We reserve the right to make changes to these User Terms and to the Virtual Account Services at any time. Any amended terms will be effective immediately and will apply to any pending Orders or any then-current and subsequent uses of your Virtual Account Services. You are responsible for reviewing these User Terms each time you access or use the Virtual Account Services. Your continued access to and use of your Virtual Account Services means you have consented to any changes. If you do not agree to the changes, you must stop using your Virtual Account Services immediately.

7.18. Rain may engage subcontractors, affiliates or other third parties to perform any services or obligations under these User Terms on its behalf. Rain will remain responsible for the performance of its obligations under these User Terms and for the acts and omissions of any such subcontractors, affiliates or third parties as if they were the acts and omissions of Rain. Nothing in this provision limits Rain’s right to determine the manner and means of performance of its obligations under these User Terms.

08

Rain E-Sign Consent Disclosu

Exhibit A

Virtual Accounts—Service Description

“Virtual Account Services” means the virtual account software, systems, and services that Rain may provide to you from time to time, which currently include the below features (each of which is subject to availability, your eligibility, applicable geographic restrictions, and Rain’s sole discretion).  Licensed Third-Party Providers custody and control your Fiat Currency and Stablecoins, as applicable, in connection with the Virtual Account Services.

1. “Virtual Accounts”: static Fiat Currency payment routing instructions (including account numbers, routing numbers, and other payment identifiers) created following completion of applicable identity verification requirements Your Fiat Currency underlying the Virtual Account is maintained in one or more custodial accounts owned and controlled by a licensed Third-Party Provider and established for your benefit. A Virtual Account functions solely as a passthrough mechanism for the movement of your fiat currency and does not provide a stored value balance.
2. “Onramps”: Rain’s facilitation of licensed Third-Party Providers’ exchange of your Fiat Currency to Stablecoins, utilizing payment rails that may include ACH, FedWire, and other electronic payment methods as determined by Rain and such Third-Party Providers, and delivery of such Stablecoins to any blockchain address that you specify (“Blockchain Address”).
3. “Offramps”: Rain’s facilitation of licensed Third-Party Providers’ exchange of your Stablecoins to Fiat Currency and delivery of such Fiat Currency to a bank account that you specify (“Bank Account”), utilizing payment rails that may include ACH, FedWire, and other electronic payment methods as determined by Rain and such Third-Party Providers.
4. Support for certain Stablecoins and blockchain networks as Rain may determine from time to time in its sole discretion.
5. Support for both first-party transfers (between your own Bank Accounts and Blockchain Addresses) and third-party transfers, subject to applicable compliance requirements and restrictions.

Rain reserves the right, in its sole discretion and without prior notice, to: (i) add, remove, modify, or suspend any features of the Virtual Account Services; (ii) change the supported Stablecoins, blockchain networks, and payment rails; (iii) modify eligibility requirements and geographic availability; and (iv) implement additional restrictions or requirements. Rain acts solely as a technology facilitator and does not provide money transmission, custody, or depository services.

You are ultimately legally responsible for all transactions (including for risk of loss that is not otherwise covered by Rain under these User Terms) made through your Virtual Account, including Orders for which you or a third-party provide incorrect instructions. You agree that we can create all necessary accounts with Third-Party Providers to facilitate our Third-Party Providers’ exchange of Stablecoins for Fiat Currency, or Fiat Currency for Stablecoins, on your behalf.

Exhibit B

Stablecoin Risk Disclosures

There are several risks associated with Stablecoins. By accessing and using the Virtual Account, you are promising us that you have read and understand the following Stablecoin Risk Disclosures.

1. Unique Features of Stablecoins. Stablecoins are not legal tender in the United States.

2. Stability, Valuation, and Liquidity. The price of Stablecoins is based on the reputation of the Issuer, the financial institution and the jurisdiction where the Issuer stores the Fiat Currency associated with the Stablecoin, the stability of the blockchain on which the Stablecoins are issued, the laws that apply to Stablecoins and many other factors. Some Stablecoins may lose all of their value, or you may be unable to redeem Stablecoins for Fiat Currency as a result of one or a combination of these factors.

3. Cybersecurity. The cybersecurity risks of Stablecoins include hacking vulnerabilities and a risk that blockchains may not be immutable. A cybersecurity event could result in a substantial, immediate and irreversible loss of your Stablecoins. Even a minor cybersecurity event in a Stablecoin is likely to result in a loss of value or ability to redeem a Stablecoin.

4. Stablecoin Issuers, Intermediaries and Custodians. Regulation of Stablecoins is constantly evolving. A lack of regulatory oversight creates a risk that an Issuer may not hold enough Fiat Currency to satisfy its obligations to redeem Stablecoins, and that such deficiency may not be easily identified or discovered. In addition, many Issuers and their service providers have experienced significant outages, downtime and processing delays, and may have a higher level of operational risk than traditional financial institutions.

5. Regulatory Landscape. Stablecoins currently face an uncertain regulatory landscape. In the United States, Stablecoins are subject to limited federal oversight, and state regulations that apply to Stablecoins vary from state to state and may be inconsistently applied. In addition, Stablecoins may be regulated by additional federal regulators in the future. Such laws and regulations may impact the price of Stablecoins and their acceptance by users, merchants and service providers.

6. Technology. The relatively new and rapidly evolving technology underlying Stablecoins introduces unique risks. For example, a unique private key is required to access, use or transfer a Stablecoin on a blockchain. The loss, theft or destruction of a private key may result in an irreversible loss.

Exhibit C

Prohibited Activities

You will not use the Virtual Account to undertake or enable by you or any third party any of the activities listed at https://legal.raincards.xyz/legal/prohibitions.

Rain may update this list of activities at any time upon notice to you.

Exhibit D

Third-Party Provider Agreements

Brale Terms of Service—https://brale.xyz/legal/terms

A supplement to the Mana Platform Terms of Service · Effective Date: 06/12/26 · Version 0.1

These Mana Card and Rewards Program Terms (these “Card Terms”) govern your Mana Visa Card (the “Card”) and the Mana Rewards program (“Rewards”). They are a supplement to, and form part of, the Mana Platform Terms of Service (the “Platform Terms”) between you and KinnectFi, Inc., doing business as Mana (“Mana,” “we,” “us,” or “our”). The Platform Terms govern your Mana Account and Mana’s other products and services — including account funding and transfers, the Save feature, international transfers, and the digital wallet. Capitalized terms used but not defined in these Card Terms have the meanings given in the Platform Terms.

The Rewards Program described in these Terms is offered and operated exclusively by Mana. It is a rewards program provided by Mana as an independent benefit to cardholders. This Program is not sponsored, administered, endorsed, or guaranteed by the card-issuing bank or financial institution that issues the Card (the “Card Issuer”). The Card Issuer bears no obligation or liability of any kind in connection with this Rewards Program, and any dispute or claim relating to the Rewards Program must be directed solely to Mana. Your Card account terms and conditions, which are governed by a separate agreement with the Card Issuer, continue to apply independently of these Terms.

1. Introduction and Acceptance

1.1 The Mana Visa Card is issued by Third National (the “Issuer”) pursuant to a license from Visa U.S.A. Inc. (the “Network”). Mana is a financial technology company and is not a bank or card issuer. Your Card draws on your Mana Account, which is governed by the Platform Terms.

1.2 By applying for, activating, retaining, or using a Card, or by participating in Rewards, you agree to these Card Terms, the Platform Terms, the Issuer’s cardholder agreement (the “Issuer Agreement”), the Fee Schedule below, and the Mana Privacy Policy, each incorporated by reference. If you do not agree, do not use the Card. The fee schedule -

• Card: no subscription or membership fee.
• ATM withdrawal: 0.70%
• Cross-border transaction: 1%.
• Physical card order, delivery, and replacement (expedited): $10

1.3 Order of precedence. For matters concerning the Card or Rewards, these Card Terms control over the Platform Terms to the extent of any conflict; the Issuer Agreement controls over these Card Terms with respect to the Card to the extent of any conflict. For all other matters, the Platform Terms control.

2. Definitions

Capitalized terms have the meanings given where first used and as set out below; terms not defined here (including “Account,” “Save,” “Wallet,” and “Digital Assets”) have the meanings given in the Platform Terms.

• “Card” means any physical or virtual Mana Visa Card issued to you or an Authorized User.
• “Rewards” means cashback and other card benefits described in Section 6 and Schedule A.
• “Authorized User” means any person you permit to use your Card or Card credentials.

6. Rewards Program

6.1 Overview. Eligible Card purchases earn Rewards (cashback) at the rates and subject to the monthly spend caps described in Schedule A and the app. Rewards rates, caps, eligible categories, participating merchants, and qualifying transactions are determined by Mana.

6.2 Elevated merchant Rewards. Higher Rewards rates at participating Filipino-serving or other featured merchants are offered at Mana’s discretion, may be funded in whole or in part by participating merchants, and are subject to merchant identification by category and acceptance. A merchant’s participation may begin or end at any time, and a transaction’s eligibility is determined by the merchant category and data we receive from the Network.

6.3 How Rewards are earned and paid. Rewards accrue on settled, eligible Card purchases, net of returns, disputes, and chargebacks. Rewards are credited to your Account monthly and are not earned on cash-equivalent transactions, fees, transfers, ATM withdrawals, or other excluded transactions described in Schedule A.

6.4 Caps, forfeiture, and adjustments. Rewards are subject to the monthly caps in Schedule A. We may withhold, adjust, reverse, or reclaim Rewards earned through returns, error, fraud, abuse, or violation of these Card Terms. Unredeemed Rewards may be forfeited on Card or Account closure, except as required by law.

6.5 Changes. We may add to, modify, suspend, or discontinue the Rewards program, in whole or in part, at any time, with notice where required by law. Rewards have no cash value except as expressly provided and are not a deposit, security, or obligation of Mana or the Issuer.

6.6 Taxes. Rewards may be taxable. You are responsible for any tax liability associated with Rewards. We may issue tax forms (such as a Form 1099) where required and may request a Form W-9 or W-8.

10. General Terms (Incorporated from the Platform Terms)

The following general provisions are set out in the Platform Terms and apply to these Card Terms, the Card, and the Rewards program: electronic communications and E-SIGN consent; privacy (including the Mana Privacy Policy and any Gramm-Leach-Bliley Act notice); disclaimers of warranties; limitation of liability; indemnification; dispute resolution, binding arbitration, and class-action waiver; governing law; changes to terms; and miscellaneous provisions (including assignment, severability, no waiver, force majeure, and entire agreement). By accepting these Card Terms, you agree to those provisions as applied to the Card and the Rewards program.

11. Contact Us

KinnectFi, Inc. d/b/a Mana | Mailing Address - 153 Kearny Street, San Francisco, CA 94108

Email - support@mymana.xyz | Contact number - +1 650 737 2888 | Toll-free number - +1 888-531-0499

Schedule A — Rewards Summary

The following summarizes current Rewards and is subject to Section 6. Rates, caps, and eligible merchants may change.

• Cashback: 1.0% on eligible Card purchases, up to $400 of monthly eligible spend.
• Filipino-merchant cashback: 3.0% at participating Filipino-serving merchants, up to $250 of monthly eligible spend.
• Card: no subscription or membership fee.
• Excluded from Rewards: fees, non-US transactions, transfers, ATM withdrawals, cash-equivalent transactions, returned or disputed amounts, and other categories described in the app.