SpotPay SPEND CARD TERMS

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

Important Disclosures

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

Effective as of: 09/09/2025

Fees

• Transaction Fee
  • Foreign Purchases
  • — Foreign Exchange Fee (non USD): up to 1%
  • — Cross Border Fee: up to 1%
• Penalty Fees
  • Late payment: Up to $40
  • Returned payment: Up to $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 SpotPay Card is provided to you on behalf of SpotPay in connection with your status as SpotPay customer and pursuant to your separate User Agreement between you and SpotPay (the “User Terms”). The Issuer is not a party to the SpotPay User Terms and disclaims any liability for the performance of services covered therein.

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

Details on SpotPay’s collection, use, and handling of your personal data are described in SpotPay, Inc. Privacy Policy. Please review it carefully and contact SpotPay 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 [DATE]. This information may change after that date. To find out what may have changed, call or write the servicer, at support@spotpay.ai and 650-250-5770.

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

Defined Terms

“Card Networks” 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.

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

“Issuer” refers to the issuer of the card program. The issuer for this card program is Third National.

“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 SpotPay Account during the time covered by that statement.

“Supported Blockchains” means the Ethereum Blockchain, Polygon Blockchain, Optimism Blockchain, Arbitrium Blockchain and other blockchain networks which may be added at the sole discretion of Issuer.

Agreement

1. Accepting this Agreement & Eligibility

These Card Terms become effective and legally binding when you activate or create your Card by following the instructions on the SpotPay 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 use the SpotPay Card for personal, family, or household use.
• You will only use the SpotPay Card in compliance with applicable law
• You attest that you are not a United States citizen, and that you are signing up for a card that is intended for those outside of the United States.
• You attest that you were not solicited for this product.

2. Issuer Terms

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

3. Collateral

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

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

“Market Value” of the Collateral will be determined by SpotPayand/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 SpotPay or Issuers discretion. You agree that the market value of your collateral is determined solely by Issuer through the above methods. You further agree that the Market Value is determined at the time of a Liquidation Event and any change in or fluctuation in value of the collateral before or after a Liquidation Event will have no bearing on obligations owed to SpotPay and/or Issuer.

You, through one or more of your Linked Wallet or Additional Wallets, will be required to post Collateral that has Market Value in United States Dollars (“USD”) equal to each dollar that is charged to all of your SpotPay Cards. For example, if you provide Digital Assets 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 SpotPay Cards. Once $100 USD has been charged to your SpotPay Cards, you will be required to provide additional Collateral for any incremental Charges. If the Market Value of your collateral goes down below $100 USD, and you have $100 USD in charges, you may be subject to a Liquidation Event. 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 SpotPay and Issuer any difference between the USD value of the charges, and the USD value of the collateral at the time of Liquidation.

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

SpotPay 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 SpotPay 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 SpotPay, the Issuer or other third party, as applicable.

4. Spending Limits

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

When you use SpotPay 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

Use of the Services (as defined in the SpotPay Dashboard Agreement) for any dealings, engagement, purchases, or sale of goods/services linked directly or indirectly with jurisdictions SpotPay has deemed high risk, such as Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk Regions, or persons SpotPay has deemed high risk, such as those individuals or entities named to a restricted person or party list of the United States (“U.S.”), United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce, is prohibited.

Prohibited Jurisdictions List

In addition to the above exclusions from the Services, SpotPay does not allow companies registered in prohibited jurisdictions, or individuals from prohibited jurisdictions to open accounts. The list of currently prohibited jurisdictions is as follows and may be updated from time to time as required by relevant authorities or changes in applicable laws, or at SpotPay's discretion.

SpotPay Spend Accounts are not available in the following jurisdictions:

• ◼️ Belarus
• ◼️ Nepal
• ◼️ China
• ◼️ Nicaragua
• ◼️ Cuba
• ◼️ Russia
• ◼️ Democratic People’s Republic of Korea (DPRK/North Korea)
• ◼️ Syria
• ◼️ India
• ◼️ Turkey
• ◼️ Iran
• ◼️ Ukraine
• ◼️ Iraq
• ◼️ Venezuela
• ◼️ Israel
• ◼️ Vietnam
• ◼️ Myanmar

Prohibited Activities List

Please carefully review our Prohibited Activities List, which forms part of these Card Terms.

6. Payments

6.1 Promise to Pay

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

6.2 Periodic Statements

You are responsible for payment in full of all Charges and Fees. Your SpotPay SpotPay Account may include Periodic Statements identifying Charges, Fees, refunds, the amount of your Collateral, any other Card transactions, or other amounts owed or credited to your SpotPay Account. Periodic Statements may be made accessible to you on your SpotPay Account daily, monthly, or as otherwise prescribed by Issuer. 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. We are not obligated to send you a monthly statement if we deem your Account to be uncollectible or applicable law does not require us to send you a monthly statement for other reasons. Your failure to get a statement will have no bearing on your obligations and SpotPay 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 SpotPay Cards by any means that are permitted by SpotPay and as provided in your SpotPay Account.

Any failure to pay the full amount owed to SpotPay or the Issuer, as applicable, 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.

6.4 Prepayment

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

7. Fees.

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

We will disclose any Fees to you when you are approved for a SpotPay Card through your SpotPay Account, by updating these Card Terms, or through our website. We may update, add, or change Fees upon 30 days’ notice to you. Fees we assess may include interest or other finance related charges, periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, fees for misuse of the Services, fees for Liquidation Events, or other fees we disclose to you. You are responsible for Fees in addition to Charges.

7.1 Penalty fees.

(a) Liquidation fee

(b) 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 [$00.00]. However, we will not charge a returned payment fee if we are charging a late fee with respect to the same minimum payment due and will never charge a returned payment fee exceeding the minimum payment due that was due immediately prior to the date on which the payment was returned to us.

(c) Additional fees. We may charge fees for special services you request in accordance with applicable law.

7.2 Foreign Currency Transactions

If you make a transaction using your Account in a foreign currency (including, for example, online purchases from a merchant located outside 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.

Foreign Transaction Fees up to 1%

7.3 Nigerian Users

It is important to note that the card is marketed to you by BANEX MICROFINANCE BANK LIMITED (BANEX), a financial institution licensed by the Central Bank of Nigeria (CBN). Additionally, BANEX will be responsible for ensuring that the card meets all the requirements of the CBN (including but not limited to filing requisite returns with the CBN) and other Nigerian laws, and continues to operate within the bounds of the applicable laws. BANEX will also be responsible for ensuring that your personal data is processed in compliance with the Nigeria Data Protection Act and any other applicable data protection laws. Notwithstanding the foregoing, any complaint should be sent to SpotPay, Inc. and it will be responsible for providing customer service support.

8. Managing Your SpotPay Cards

8.1 Requesting and Replacing Cards

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

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

8.2 Permitted and Unauthorized Use

You agree to establish and maintain controls designed to ensure that the SpotPay Cards are only used by you and your permitted authorized users for bona fide 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 SpotPay Cards even if they are not the person associated with or named on the SpotPay Card.

SpotPay, 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@spotpay.ai or calling us at 650-250-5770. 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 receipt of your notice by us. You have an obligation to assist us in our investigation if your SpotPay Card is lost or stolen or you believe someone is using your SpotPay Card or your SpotPay Account without your permission.

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 SpotPay 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 SpotPay 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 SpotPay Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your SpotPay 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. Remedies

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

13. Delay in Enforcement

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

14. Communications and Call Recording.

You authorize SpotPay, Issuer and their partners (one of and each of Issuer’s joint or independent affiliates, agents, assigns, and service providers (collectively, the “Messaging Parties”) to use automatic telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems and automated email systems, or any system capable of storing and dialing telephone numbers to deliver messages relating to these Card Terms, your Account, or your relationship with the Messaging Parties more generally (including but not limited to: messages about , upcoming payment due dates, missed payments and returned payments) to any telephone number(s) you provide to the Messaging Parties. You also agree that these messages may deliver prerecorded and/or artificial voice messages. You understand that telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else, and that these messages may also be recorded by your answering machine. You also authorize the Messaging Parties to deliver messages to you via mail or email at any addresses you supply to them or that they obtain through any legal means.

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

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

15. Governing Law

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

16. Dispute Resolution & Arbitration

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

Indemnity

You will indemnify and defend each of SpotPay and Issuer, and their affiliates, and their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all claims, litigation, investigations, proceedings, losses, damages, fines, penalties, liabilities, settlements, costs, fees, and expenses incurred by any Indemnitee or asserted against any Indemnitee by any person: (1) arising out of, in connection with, related to, or as a result of, a breach by you or by any Company Administrator or Company User of any of the representations, warranties, covenants, or agreements contained in these Card Terms, the User Terms, any terms applicable to any Third Party Provider or any other agreements with any Issuing Partner or that otherwise relate to the Services or the use of the SpotPay Card; (ii) for amounts owed by Company to third parties; (iii) for acts or omissions of Company Administrators, Company Users, or other Company employees or agents; (iv) for Company's use of the Services; or (v) for disputes over charges between Company and merchants. SpotPay and Issuer may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse SpotPay for the reasonable fees of such counsel and all related costs and reasonable expenses

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