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.

Loss of Introductory APR

There is no interest chargeable to this Credit Card.

How We Will Calculate Your Variable APRs

There is no interest chargeable to this Credit Card.

Prime Rate

There is no interest chargeable to this Credit Card.

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).

SpotPay Cardholder Agreement – Set Line of Credit

Last Updated: 09/09/202

Arbitration Clause; Notices

PLEASE REVIEW THE ARBITRATION CLAUSE AND NOTICES SET FORTH BELOW IN THE SECTION TITLED DISPUTE RESOLUTION AND ARBITRATION. BY USING THE SpotPay CARD, YOU ARE AGREEING TO THE ARBITRATION CLAUSE AND NOTICES SET FORTH 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.

Agreement

This SpotPay Cardholder Agreement (“Agreement”) is a binding agreement between you (“you”) and Issuer including its affiliates, successors, and assigns (“Issuer,” “we”, “us,” or “Our”) that govern your use of the card account (“Account”) provide by SpotPay. 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.

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. The date on the top of this page shows when this Agreement was last updated.

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. The term “Supported Blockchain” means the Ethereum Blockchain, Polygon Blockchain, Optimism Blockchain, Arbitrum Blockchain and other blockchain networks which may be added at our sole discretion.

Overview of Account Agreement

Our Account agreement with you (the “Agreement”) is contained in and governed by:

• this document, called the SpotPay Cardholder Agreement;
• all Account disclosures and terms provided to you before or when the Account is opened, including the terms you accepted when applying for the Account, disclosures in our Card Account Opening Disclosures (the “Account Opening Disclosures”), and any terms we provided in written materials accompanying your Card;
• all other documents, disclosures and terms that relate specifically to your Account, including:
  • the privacy notices we or SpotPay provide to you;
  • the terms shown on periodic billing statements for your Account (each, a “Statement”);
  • the e-signature & electronic communications consent agreement;
  • the mobile app agreement;
  • your agreement that you were not solicited for this product; and
• any future changes we make to any of the above items, as permitted or required by applicable law.

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 these materials 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.

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). If we agree to issue additional Cards, You must tell us when this information changes. 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, if you do not provide the additional information we request, or 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 include Purchases, 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 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 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 Special Offers, 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 the Payment Card Network and us for all damages and expenses associated with these transactions.

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.

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 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

Except as otherwise provided in the “Billing Rights” section of your Statements and this Agreement, we are not responsible for any claim you might have regarding the Purchases of goods or services made with your Card from any merchant or vendor.

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.

You are responsible for canceling any lost, misused or stolen Cards, 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 calling our customer service center. All telephone communications by you to us must be made by calling our customer service center at [·] as soon as the need arises. 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).

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. 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. 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 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, SpotPay 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. We figure the Interest Charges on your Account 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.”

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.

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.

Your Account Opening Disclosures disclose the Daily Periodic Rates and the corresponding Annual Percentage Rates that apply to each Balance Category, any Minimum Interest Charges that will be due, and which APRs may vary based on an index, including any margins used to determine variable APRs.

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. We will post and treat this Fee as a Purchase transaction.
• Copying Fee: We may charge you a Fee of $10.00 for each copy of a transaction document or a Statement you request, unless required to resolve a billing dispute. Treated as a Purchase.
• Fees for Faster Payment Services: We may offer faster payment services and may charge a Fee disclosed at the time of your request. Treated as a Purchase.
• Foreign Transaction Fee: We may charge you this Fee each time you make a transaction in a foreign currency or outside the U.S. This Fee posts to the same Balance Category as the transaction.

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 using its currency conversion procedures in effect when it processes the transaction. The conversion rate may 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 SpotPay through any means permitted by SpotPay as disclosed when you log into your Account. You agree to follow the payment requirements we disclose on Statements from time to time.

If your due date occurs on a day on which we do not receive payments, any conforming payment received the next day will not be treated as late. Allow at least five (5) days for postal delivery. Unless specifically instructed otherwise, payments received at any other location or in any other form may not be credited for up to five (5) days.

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

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 will be in the form of a digital asset. SpotPay 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 our requirements.

In addition, you authorize SpotPay to liquidate Collateral pursuant to this section in the event of a “Liquidation Event.” A “liquidation event” will occur at a period set by SpotPay, b) within [x] hours of each Purchase you make with a Card, at our discretion for the amount of the approved Purchase; c) if you fail to make a payment of the full amount owed to SpotPay within 21 calendar days of the due date on your Statement; or d) 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.

“Market Value” of the Collateral will be determined by SpotPay 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’s sole discretion. You agree that the market value of your collateral is determined solely by SpotPay.

You will be required to post Collateral with Market Value in USD equal to each dollar charged to all of your Card. Example: $100 in collateral value → $100 spending limit. If the Market Value drops below your charges, you may be subject to a Liquidation Event, and you still owe any difference between the USD value of the charges and collateral at liquidation.

The Collateral will be owned by you at all times and held in your custody within one or more smart contracts on the Supported Blockchains. SpotPay will only have access to the Collateral during or after a Liquidation Event. Once a Liquidation Event occurs, the Collateral will be foreclosed and liquidated by the smart contract in order to repay the outstanding balance on your Card.

To withdraw your Collateral, you must provide SpotPay at least (3) business days prior notice. Any Collateral provided within the (3) business days of your notice may be subject to liquidation. Withdrawal of Collateral will not terminate outstanding payment obligations. SpotPay is not a custodian or owner of your Collateral. Only the amount required to repay outstanding obligations will be liquidated, and any unencumbered Collateral remains accessible.

For consumers: For your convenience, our service is structured to initiate repayments via preauthorized transfers from a linked account, however, SpotPay does not condition its extension of credit on a consumer’s repayment by preauthorized electronic fund transfers. Accordingly, you may opt-out of preauthorized electronic fund transfers by contacting customer service at support@spotpay.ai.

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, including images. 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.

Items with Restrictive Words, Conditions or Instructions

All Items with restrictive words or special instructions (including “Paid in Full”) and all accompanying communications must be mailed to and received at: 399 Fremont St, San Francisco, CA, 94105. If you send to any other address, we may accept and process the payment without losing rights.

Credit Balances

We may reject and return any payment that creates a credit balance on your Account. Any allowed credit balance is not available until we confirm your payment has cleared. We may reduce a credit balance by new amounts billed. You may request a refund of any available credit balance; written requests are refunded within seven (7) business days of receipt.

Account Default

We may consider you in default if, among other things:

• 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;
• in the event of a Liquidation Event;
• a bankruptcy or other insolvency proceeding is filed by or against you;
• you die or are legally declared incompetent or incapacitated;
• we determine you made a false, incomplete or misleading statement or attempted to defraud us;
• you do not comply with this Agreement or any other agreement with us; or
• you permanently reside outside the United States.

If you are in default, we may close or suspend your Account; lower your credit limits; demand immediate payment of the entire balance; continue to charge Interest and Fees; and/or pursue any legal action permitted by law. You agree to pay collection expenses, attorneys’ fees, and court costs, unless not permitted by law.

Communications

We may contact you about your Account by mail, telephone, email, fax, recorded message, text message or personal visit; using an Autodialer; at home, work, or mobile; at any time and frequency; and leave messages with others. We may monitor or record communications. When you provide a mobile number, we may contact you at that number using an Autodialer and leave messages.

Credit Reports

We may provide information about you and the Account to consumer credit reporting agencies and others as described in our Privacy Notices. If you believe we reported inaccurate information, notify us in writing at: 399 Fremont St, San Francisco, CA, 94105, identifying the information and why it is inaccurate, with supporting documents.

Closing or Suspending Your Account

You may ask us to close your Account. We may close or suspend your Account at any time and for any reason, as permitted by law, even if you are not in default. You must stop using the Card and cancel recurring charges. You must still pay all amounts owed, even if charged after closure or suspension.

Changes to Your Agreement

You may not change the Agreement. We may add, delete or change any term at any time, subject to required notices and waiting periods. We may send notice electronically or on your Statement and describe when and how changes take effect and your options, including any right to reject changes.

We may increase Interest Charges for new transactions and Fees after the first year. We may change other terms at any time, after giving required notice. The Account Opening Disclosures describe any Penalty APR.

The Law that Applies to Your Agreement

This Agreement will be interpreted using Puerto Rican law. Federal law will be used when it applies. You waive any applicable statute of limitations, as the law allows; otherwise, the longer of Puerto Rico law or the law of your jurisdiction applies. Unenforceable parts do not affect the remainder.

Waiver

We will not lose any of our rights if we delay taking action or do not notify you. We may waive Interest Charges or Fees without losing the right to charge them later. We may always enforce our rights later.

Assignment

This Agreement binds and benefits successors and assigns. You may not transfer your Account or Agreement without our written permission. We may transfer your Account and Agreement at any time without your permission or prior notice.

Amendments

We reserve the right to amend this Agreement at any time, by adding, deleting, or changing provisions. All amendments will comply with applicable notice requirements of federal and state law in effect at that time.

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 SpotPay.

Binding Arbitration

(a) You and SpotPay 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 SpotPay 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 SpotPay that arises out of or relates to (i) this Card Agreement (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 SpotPay Card).

(b) This agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act.

Arbitration Procedure

(a) Before filing a claim against SpotPay, you agree to try to resolve the Dispute informally by providing written notice to SpotPay. Similarly, SpotPay will provide written notice to you. The Notifying Party will include contact information and sufficient details regarding the Dispute. If the Notified Party responds within ten (10) business days that it is ready and willing to engage in good faith discussions, each party shall promptly participate in such discussions.

(b) If a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if there is no response within ten (10) business days), the Notifying Party may initiate arbitration. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying, the arbitrator(s) will promptly dismiss the claim with prejudice and award the other party all costs and expenses (including reasonable attorneys' fees).

(c) Arbitration will be administered by the AAA under its Commercial Arbitration Rules. Arbitration will proceed on an individual basis and be handled by a sole arbitrator (retired judge or licensed attorney). If injunctive relief is sought that would significantly impact other SpotPay users, the arbitration proceeds before a panel of three (3) arbitrators. Except as required by law, the proceeding and award shall be confidential.

(d) The arbitration will be held in English in New York, New York, or, at your election, remotely via videoconference/telephone or other electronic means.

(e) Filing costs and administrative fees shall be paid in accordance with the AAA Rules; the prevailing party is entitled to recover reasonable attorneys' fees, expert witness fees, and out-of-pocket costs.

(f) The arbitration shall proceed on an individual basis; no class, collective, coordinated, consolidated or mass arbitration is permitted. To the maximum extent permitted by law, rights to consolidate, join or coordinate disputes or proceed in any representative capacity are waived.

Small Claims

Notwithstanding the agreement to arbitrate, you and SpotPay retain the right to bring an individual action in small claims court.

Class Waiver

To the extent permitted by law, any dispute will be conducted only on an individual basis and not in a class, consolidated or representative action. Questions of the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court. If the waiver 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 arbitration, each party knowingly and irrevocably waives any right to trial by jury.

Venue and Jurisdiction for Judicial Proceedings

If arbitration does not apply, any judicial proceeding may only be brought in a court of competent jurisdiction in Puerto Rico. Both you and SpotPay irrevocably consent to venue and personal jurisdiction there; either party may bring an 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 and not disclosed except as reasonably necessary for the arbitration or enforcement of any award. The parties shall cooperate to obtain protective orders or otherwise preserve confidentiality as required by law.

Survival

This agreement to arbitrate survives termination or expiration of the Card Agreement. With the exception of the prohibition of Collective Arbitration, if any part is invalid or unenforceable, the remaining portions remain valid. If the prohibition of Collective Arbitration is invalid or unenforceable, the entirety of this agreement to arbitrate is void (but other provisions of the Card Agreement remain).

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: 399 Fremont St, San Francisco, CA, 94105

In your letter, include:

• Account information: Your name and account number.
• Dollar amount: The dollar amount of the suspected error.
• Description of problem: Describe what you believe is wrong and why.

You must contact us within 60 days after the error appeared on your statement; and 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 potential errors in writing; calls do not require us to investigate and you may have to pay the amount in question.

What Will Happen After We Receive Your Letter

• Within 30 days, we will confirm receipt (or advise if already corrected).
• Within 90 days, we will correct the error or explain why the bill is correct.

While we investigate, we cannot try to collect the amount in question or report you as delinquent on that amount. The charge may remain on your statement and may continue to accrue interest, and we can apply any unpaid amount against your credit limit. You are responsible for the remainder of your balance.

If we made a mistake, you will not have to pay the amount in question or related interest/fees. If we do not believe there was a mistake, you must pay the amount, along with applicable interest and fees. If you still disagree, you must write to us within 10 days telling us you refuse to pay; we then must report that you are questioning your bill when reporting delinquency and inform you who received such reports.

If we do not follow all 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 goods or services purchased with your credit card, and you tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due if:

• The purchase was in your home state or within 100 miles of your current mailing address, and the purchase price was more than $50. (Not required if your purchase was based on our mailed advertisement, or if we own the company that sold you the goods or services.)
• You used your credit card (not cash advances from an ATM) for the purchase.
• You have not yet fully paid for the purchase.

If these criteria are met, contact us in writing at: Card Services, 399 Fremont St, San Francisco, CA, 94105. While we investigate, the same rules apply to the disputed amount as discussed above. After our decision, if we think you owe an amount and you do not pay, we may report you as delinquent.

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 and 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 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.