Karma Spend Card Terms — United States

Karma Credit Card Account Opening Disclosures — Set Credit Limit

Karma Cardholder Agreement — Set Line of Credit

This Karma 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 Karma card (“Karma Card” or “Card”). The Karma Card is provided to you on behalf of Karma in connection with your status as a Karma customer and pursuant to your separate User Agreement between you and Karma (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 notice as required by applicable law. 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 it 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.

Karma provides technology services in connection with the Karma Card, and is not a bank, credit union, or money services business 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 Karma.

You acknowledge and agree that Karma:

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. Karma may, at the request of the Issuer, the payment network or a regulatory authority, suspend or restrict your access to the Karma 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 Karma Card or for resolving disputes about goods or services purchased with the Karma 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 emailing us at team@karmapay.xyz. 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.

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.

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. 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.

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. You acknowledge and agree that you have read and understood the Karma Prohibited Activities List and that you will not engage in any such activities when using the Services or the Karma Card.

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. 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.

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.

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 limited 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 email us immediately at team@karmapay.xyz. 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).

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. This will not affect your obligation to pay us. You are responsible for keeping track of your Account balances and available credit. Provided you maintain sufficient Collateral to cover a Purchase, Karma reserves the right to set a daily or monthly spending limit at its sole discretion.

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.

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, Late Payment Fee, Returned Payment Fee, Copying Fee ($10.00 per copy), Faster Payment Service Fees, and Foreign Transaction Fee.

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 Karma through any means permitted by Karma as disclosed when you log into your Account. You may pay all or any part of your outstanding Account balance early, without penalty.

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 Karma to liquidate Collateral pursuant to this section in the event of a “Liquidation Event.” A Liquidation Event will occur at a period set by Karma: (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 Karma 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 Karma 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 Karma 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 Karma’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.

The Collateral will be owned by you at all times and held in your custody. You authorize Karma and its designees to liquidate the Collateral upon a Liquidation Event and use the amounts to satisfy your payment obligations owed to Karma. To withdraw your Collateral, you must provide Karma at least three (3) business days prior notice. We will not, in any circumstance, be holding custody of your Collateral. Karma is not a custodian or owner of your Collateral.

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.

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.

We may contact you from time to time about your Account by mail, email, telephone, fax, recorded message, text message or personal visit, including via automated dialing or similar device, at any number or address you provide.

Credit Reports

We may provide information about you and the Account to consumer credit reporting agencies. 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, Karma Fintech LTD, 71-75 Shelton Street, Covent Garden, London, United Kingdom (or by email at team@karmapay.xyz).

Closing or Suspending Your Account

You may ask us to close your Account by emailing us at team@karmapay.xyz. We may close or suspend your Account and your right to obtain credit from us at any time and for any reason, as permitted by law, even if you are not in default. 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.

Governing Law and Venue

This Agreement and your Account, and any claim, dispute or controversy (whether in contract, tort or otherwise) at any time arising from or relating to this Agreement or your Account, are governed by and construed in accordance with applicable federal law and (to the extent not preempted by federal law) the laws of the Commonwealth of Puerto Rico, without regard to internal principles of conflicts of law. The legality, enforceability, and interpretation of this Agreement and the amounts contracted for, charged and received under this Agreement will be governed by such laws. Venue for any action arising from or relating to this Agreement shall be in the Commonwealth of Puerto Rico.

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 Karma.

You and Karma 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 Karma 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 Karma that arises out of or relates to (i) this 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 Karma Card).

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. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, available at www.adr.org or by calling 1-800-778-7879. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator.

Before filing a claim, you agree to provide written notice of the actual or potential Dispute to Karma at team@karmapay.xyz and to attempt to resolve the Dispute informally. If the Dispute is not resolved within thirty (30) days, the Notifying Party may initiate arbitration. The arbitration will be held in the English language and may be conducted via videoconference, telephonically or via other remote electronic means.

Contact

Email: team@karmapay.xyz

Mailing address: Karma Fintech LTD, 71-75 Shelton Street, Covent Garden, London, United Kingdom

The Karma Card is issued by Third National pursuant to a license from Visa U.S.A. Inc.