Business Card User Agreement

This Copperx Business Card User Agreement (“User Agreement”) is a legal agreement between you (“you”, “your” or “Cardholder”) and Piers Technology Inc., a Delaware corporation doing business as Copperx (“Copperx”, “we”, “our” or “us”).

If you are entering into this User Agreement as the duly Authorized Signatory of, or otherwise on behalf of, a business, company, partnership, or other legal entity (collectively, an “Entity”), then that Entity is deemed the Cardholder, is bound by this User Agreement, and is responsible for all obligations arising hereunder. By signing, applying for, or using a Copperx Card on behalf of an Entity, you represent and warrant that you have the full power and authority to bind that Entity to this User Agreement.

1. Background

Copperx is a financial technology company that provides businesses and individuals with access to innovative payment solutions, including the Copperx Card Program. Copperx is not a bank or a money services business. The Copperx Card is a payment card issued by Third National, an affiliate of Signify Holdings, Inc. (“Issuer”), under the Visa® network, and managed by Rain Holdings, Inc. (“Rain”). Copperx provides the online platform, account interface and related technology to help you access and manage the Copperx Card.

The Copperx Card allows you to make purchases by drawing on credit extended by the Issuer, secured by digital asset collateral that you post to smart contracts managed by Rain and/or the Issuer. While Copperx facilitates your participation in the Copperx Card Program, it does not extend credit, hold your collateral or control the underlying smart contract infrastructure. All credit, collateral, and repayment obligations are governed by the Issuer Card Terms applicable to your residency.

2. Definitions

1. “Authorized Signatory” means the individual applying for the Copperx Card on behalf of an Entity, and who certifies authority to bind the Entity to this User Agreement.

2. “Authorized User(s)” means an employee, contractor or agent of an Entity issued a Copperx Card under the Entity’s account.

3. “Card” or “Copperx Card” means the payment card issued by the Issuer to you under the Copperx Card Program.

4. “Card Program” means the Copperx-branded card program sponsored by the Issuer, managed by Rain and facilitated through the Copperx Platform.

5. “Collateral” means the eligible digital assets you post to secure your obligations under the Issuer Card Terms.

6. “Issuer” means Third National, an affiliate of Signify Holdings, Inc., which issues your Card and extends credit to you under the applicable Issuer Card Terms.

7. “Issuer Card Terms” means the cardholder agreement published by the Issuer, applicable to your residency (U.S. Business Card Terms for U.S. Cardholders; and International Business Card Terms for non-U.S. Cardholders).

8. “Platform” means the Copperx website, dashboard, application programming interfaces (APIs), mobile applications, and related services through which you access and manage your Card and Collateral.

9. “Prohibited Use Policy” means the Copperx policy identifying prohibited or restricted activities, as updated from time to time and available at https://copperx.io/legal/prohibited-use

10. “Rain” means Rain Holdings, Inc. and its affiliates, which provide program management, collateral smart contract infrastructure and settlement processes for the Card Program.

11. “you” or “your” means (i) the individual person applying for, receiving, or using a Copperx Card in their own capacity for business purposes, or (ii) the Entity on whose behalf an application is submitted or a Copperx Card is issued, including all of its Authorized Users. Where the context requires, “you” or “your” includes both the Entity and its Authorized Signatory.

3. Acceptance of Terms

By applying for, activating or using a Copperx Card, you agree to this User Agreement, the Copperx Terms of Service (available at: https://copperx.io/legal/terms), the Copperx Privacy Policy (available at: https://copperx.io/legal/privacy), the Copperx Prohibited Use Policy (available at: https://copperx.io/legal/prohibited-use), the Copperx Electronic Communications Policy (available at: https://copperx.io/legal/electronic-communications-notice) and the Issuer Card Terms as applicable to your residency:

U.S. residents: https://copperx.io/legal/business-card-terms-us

Non-U.S. residents: https://copperx.io/legal/business-card-terms-international

You also agree to any other terms and conditions, notices or policies as may be published by Rain and/or the Issuer and notified to you as being applicable to your use of the Copperx Card.

If there is a conflict between the terms of this User Agreement and the Issuer Card Terms, the Issuer Card Terms will prevail with respect to any Card or credit account matters and this User Agreement will prevail with respect to any Platform and services matters.

4. Eligibility

To apply for and maintain a Copperx Card, you must meet all eligibility criteria set forth in this User Agreement, the applicable Issuer Card Terms and satisfy any additional requirements, we, the Issuer, Rain, or the payment network may impose from time to time. Without limiting the foregoing:

1. Individuals Using a Copperx Card. If you are a natural person applying for a Copperx Card for bona fide business purposes (e.g., a sole proprietor or independent contractor), you must: (i) be at least the age of majority in your jurisdiction, (ii) pass applicable identity verification (KYC) and sanctions screening, and (iii) agree to use the Copperx Card solely for business purposes and not for personal, family, or household use.

2. Entities Using a Copperx Card. If you are applying for a Copperx Card on behalf of an Entity, then: (i) the Entity must be duly organized, validly existing, and in good standing in its jurisdiction of organization, (ii) the application must be submitted by a duly Authorized Signatory with authority to bind the Entity, and (iii) the Entity must complete Know Your Business (KYB) and related screenings, including providing organizational documents, tax identification (e.g., EIN), registered and operating addresses, ownership and control information, and any licenses or approvals applicable to its activities.

3. KYC/KYB & Beneficial Ownership. You must complete all identity verification and due diligence steps requested by Copperx, the Issuer, Rain, or their service providers, including but not limited to:

4. KYC (Individuals): legal name, date of birth, residential or business address, and government identification number, with documentary and/or non-documentary verification and sanctions / PEP / adverse-media screening.

5. KYB (Entities): legal name, registration number, jurisdiction of formation, formation documents and good-standing (as applicable), organizational / ownership chart, beneficial ownership, Authorized Signatory/ies, addresses, nature of business, and sanctions / PEP / adverse-media screening.

6. Provide any additional documentation or submit to enhanced due diligence if risk factors are identified.

7. Sanctions, Restricted Parties & Prohibited Uses. You (and, if applicable, the Entity, UBOs, control persons, directors, and Authorized Users) must not be subject to, located in, or ordinarily resident in any comprehensively sanctioned country / territory, must not be a restricted party, and must not engage in activities on Copperx’s Prohibited Use Policy or our partners’ prohibition lists. Use of the Card is not permitted where prohibited by law or partner policy, and Copperx reserves the right to suspend or terminate access for actual or suspected violations.

8. Residency / Program Variant. Your eligibility and the applicable Issuer Card Terms depend on jurisdiction. For certain International program variants, the Issuer may require that Cardholders are not U.S. citizens or U.S. residents and that local law permits participation in a collateral-backed card program. The U.S. program has its own residency requirements. You must satisfy the residency rules for the program variant you select.

9. Commercial Use Only: The Copperx Card is intended solely for commercial, business, or professional use and not for personal, family, or household purposes. Consumer laws do not apply to the Card, expect to the extent expressly required by law.

10. Card Program Discretion: Approval and continued participation are at the sole discretion of the Issuer and Copperx. Your eligibility may be suspended or terminated at any time if you no longer meet these criteria, if required by law or regulatory guidance, or if directed by the Issuer, Rain, a payment network or governmental authority.

By applying for or using the Copperx Card, you represent and warrant that you meet all applicable eligibility requirements and that the information you provide to us is and will remain true, accurate and complete.

5. Relationship with Issuer

Your Copperx Card is issued by Third National, an affiliate of Signify Holdings, Inc., under license from the Visa® payment network. Copperx 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. All credit, Collateral and repayment obligations, including how your credit limit is determined, how your Collateral is valued, and when and how liquidation occurs, are governed solely by the Issuer Card Terms applicable to your residency.

The Issuer is solely responsible for: (i) opening and maintaining your Card account, (ii) extending credit to you, (iii) determining your credit limit and Collateral requirements, (iv) managing and enforcing repayment obligations, (v) applying fees, interest, penalties, and other charges as disclosed in the Issuer Card Terms, and (vi) complying with all applicable banking, credit and other laws with respect to your Card account.

Copperx is solely responsible for providing the Platform services that allow you to access and manage your Card account, post Collateral via the Issuer’s or Rain’s systems and communicate with the Issuer or Rain regarding your account.

You acknowledge and agree that:

1. Copperx has no authority to modify or waive the Issuer Card Terms.

2. Copperx is not responsible for any decisions by the Issuer to approve, decline, suspend or close your Card account.

3. Copperx does not control and is not responsible for the operation, security, or performance of the smart contracts used to hold your Collateral.

4. Any questions or disputes about credit terms, repayment obligations, fees, or Collateral liquidation must be resolved under the Issuer Card Terms, directly with the Issuer.

5. If you are an Entity, you are fully responsible for the actions of all Authorized Users, and all use of the Card by Authorized Users will be deemed use by you.

Nothing in this User Agreement creates any partnership, joint venture, agency or fiduciary relationship between you and Copperx, or between Copperx and the Issuer, other than as expressly set out herein.

6. Platform Services

Copperx operates the Platform, which consists of the Copperx website, mobile applications, APIs and related technology that allow you to:

1. Apply for the Copperx Card through an interface that transmits your application and supporting documents to the Issuer or Rain for review and decision-making;

2. For Entities, designate and manage Authorized Users, including the ability to issue or revoke sub-cards, set spend limits, and monitor Authorized User activity.

3. View your Card account details, including current credit limit, Collateral requirements, transaction history, Authorized User spend, and repayment status, as provided by the Issuer or Rain;

4. Initiate the posting of digital asset Collateral to the smart contracts designated by the Issuer or Rain, and view the current market value of that Collateral (as reported by systems outside Copperx’s control);

5. Receive notifications, reminders, and other communications about your Card account and Platform usage (excluding disclosures the Issuer is required by law to provide); and

6. Access support resources for questions about Platform functionality, onboarding and general account navigation.

The Platform may also include optional features such as analytics, account integrations, or spending insights, which are provided “as is” and may be changed or removed at any time without notice. These features are for informational purposes only and do not constitute financial, accounting, or legal advice.

You acknowledge that Copperx:

1. Does not operate, control or guarantee the availability, security or performance of the underlying smart contract infrastructure, payment network systems, or any third party services used by the Issuer or Rain.

2. Does not process, approve or settle Card transactions. All such activities are performed by the Issuer, Rain and/or the payment network.

3. Does not determine your credit limit, Collateral requirements, interest rates (if any), repayment schedule, or applicable fees. These are determined solely under the Issuer Card Terms.

4. Is not responsible for merchant acceptance of your Card or for resolving disputes about goods or services purchased with the Card.

5. May, at the request of the Issuer, Rain, the payment network or a regulatory authority, suspend or restrict your access to the Platform or certain features to protect against fraud, comply with applicable laws or manage program risk.

Copperx may update, enhance, or discontinue any part of the Platform at its discretion, provided such changes do not conflict with the Issuer Card Terms.

7. Collateral and Liquidation

The Copperx Card is a collateralized credit product. To use the Card, you must post and maintain digital asset Collateral that meets the Issuer’s eligibility and valuation requirements, as set forth in the applicable Issuer Card Terms.

You acknowledge and agree that:

1. Collateral Posting and Maintenance

   All Collateral is posted through the Platform to smart contracts designated by the Issuer or Rain. You are solely responsible for ensuring that sufficient Collateral is maintained at all times, to satisfy the Issuer’s requirements. Collateral valuation is determined by the Issuer or Rain using market data sources they select, and Copperx does not verify or guarantee these valuations.

2. Liquidation Triggers

   Liquidation events are defined by and conducted under the Issuer Card Terms and may include, without limitation: (i) your failure to make a required payment; (ii) the market value of your Collateral falling below a required threshold; (iii) a determination by the Issuer that the Collateral is insufficient to cover your obligations; or (iv) any other events specified in the Issuer Card Terms from time to time. Liquidation may occur without prior notice to you, to the extent permitted by the Issuer Card Terms and applicable laws.

3. Liquidation Process and Effects

   Upon a liquidation event, your Collateral will be sold, converted or otherwise applied to reduce or satisfy your outstanding balance. If liquidation proceeds are insufficient to fully satisfy your balance, you (or, if you are an Entity, the Entity) remain liable to pay any shortfall immediately. You are responsible for all fees, costs and expenses associated with a liquidation, as described in the Issuer Card Terms.

4. Copperx’s Role

   Copperx does not control the timing, method or outcome of any liquidation. Copperx cannot prevent or reverse liquidation once initiated by the Issuer or Rain’s systems and has no liability for any loss of value due to market conditions, execution price or the speed of liquidation.

5. Entity Responsibility for Authorized Users

   If you are an Entity, you are fully responsible for ensuring that sufficient Collateral is maintained to support the credit obligations incurred by your Authorized Users. All Authorized User activity will be attributed to you, and liquidation may occur as a result of any Authorized User’s transactions.

Your continued use of the Card constitutes acknowledgement of these Collateral and liquidation terms and your agreement to comply with all related provisions in the applicable Issuer Card Terms.

8. Cardholder Responsibilities & Liability

As a Copperx Cardholder, you are fully and solely responsible for all activity conducted with your Card, your Card account, and your use of the Platform, whether by you directly (if you are an individual) or by your Entity and its Authorized Users (if you are an Entity), subject only to limitations required by applicable law or the Issuer Card Terms. Without limiting the foregoing, you agree to the following responsibilities:

1. Compliance with All Applicable Terms

   You agree to comply with, at all times:

1. This User Agreement;

2. The applicable Issuer Card Terms;

3. The Copperx Prohibited Use Policy;

4. All applicable laws and regulations; and

5. All payment network rules applicable to the Card.

   You will not use the Card or the Platform for any unlawful, prohibited or high-risk activity.

2. Accuracy of Information

   You will provide true, accurate, and complete information at all times, including during onboarding, Collateral posting, and ongoing account maintenance. You agree that you will promptly update any information that becomes outdated or incorrect, including (as applicable) your contact information, legal name, organizational documents, Authorized Signatory, beneficial ownership, and residency or business status.

3. Security of Card and Account

   You are responsible for safeguarding your Card, account credentials, and any authentication methods (e.g., passwords or PINs). Any transaction initiated using your Card, account credentials, or authentication methods will be deemed authorized by you unless prohibited by applicable law. You are responsible for promptly notifying the Issuer and Copperx if your Card is lost, stolen, compromised or misused by an Authorized User.

4. Responsibilities of Entities

   If you are an Entity, you are responsible for: (i) ensuring that only Authorized Users are issued Cards and that each Authorized User complies with this User Agreement, the Issuer Card Terms, and all applicable laws; (ii) implementing and maintaining internal controls to monitor and manage Authorized User activity, including spend limits and card revocation; (iii) promptly terminating access for employees, contractors, or agents who are no longer authorized as Authorized Users of the Card; (iv) bearing liability for all charges, fees, penalties, Collateral requirements, and repayment obligations incurred by your Authorized Users.

5. Financial Obligations

   You are responsible for all transactions, fees, penalties, interest, and other amounts incurred on your Card account, as determined by the Issuer under the Issuer Card Terms. You must ensure that required payments are made on time and that required Collateral levels are maintained. If a liquidation of Collateral results in a shortfall, you (or, if you are an Entity, the Entity) remain liable for the remaining balance and must pay it immediately upon demand.

6. Liability for Losses

   To the fullest extent permitted by law, you agree that Copperx is not liable for: (i) any transaction processed by the Issuer or payment network; (ii) any Collateral valuation, liquidation, or market loss; (iii) any unauthorized transaction unless prohibited by applicable law; (iv) any suspension, restriction, or closure of your Card account by the Issuer, Rain, the payment network, or a regulator; or (v) any decline, reversal, or delay in processing a transaction.

   You agree that you (or, if you are an Entity, the Entity) will bear all losses, costs, and damages incurred by Copperx that arise from: (i) your breach of this User Agreement, the Issuer Card Terms, or the Prohibited Use Policy; (ii) your use of the Card or Platform in violation of law or network rules; (iii) any fraud, chargeback, dispute, or reversal involving your account; (iv) your failure to maintain required Collateral or make required payments; or (v) your provision of false, misleading, or incomplete information.

7. Reimbursement Obligations

   If Copperx is charged back, fined, penalized, assessed fees, or otherwise held liable by the Issuer, Rain, a payment network, or a governmental authority due to your acts, omissions, or breach, you agree that you (or, if you are an Entity, the Entity) will immediately reimburse Copperx in full. This reimbursement obligation applies regardless of whether such liability results from system errors, merchant actions, or third-party conduct, unless prohibited by applicable laws.

8. Indemnification

   This section supplements, and does not limit, your indemnification obligations in Section 9 of this User Agreement. If you are an Entity, your indemnification obligations extend to Losses caused by an Authorized User’s acts or omissions.

9. Indemnification

You agree to indemnify, defend, and hold harmless Copperx, its affiliates, directors, officers, employees, contractors, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all actual or threatened claims, actions, proceedings, investigations, demands, suits, losses, damages, liabilities, penalties, fines, judgments, settlements, interest, fees, costs, and expenses (including reasonable attorneys’ fees and costs of enforcement) (“Losses”) arising out of or relating to:

1. Breach of this User Agreement & Related Terms

   Your breach or alleged breach of this User Agreement, the applicable Issuer Card Terms, the Copperx Prohibited Use Policy, or any other policy or terms incorporated herein by reference.

2. Violation of Law or Network Rules

   Your violation or alleged violation of any applicable law, regulation, regulatory guidance, or payment network rule.

3. Fraudulent, Unauthorized or Improper Activity

   Any actual or attempted fraud, unauthorized transaction, misrepresentation, or other wrongful act committed by you or any of your Authorized Users or with your authorization or access credentials.

4. Collateral Shortfalls and Liquidations

   Any shortfall between the liquidation proceeds of your Collateral and your outstanding Card balance, including any related fees or expenses, whether or not the liquidation results from market volatility, protocol operation, or other third party actions.

5. Chargebacks, Disputes and Reversals

   Any chargeback, dispute, reversal, or related loss involving your Card account, including those initiated by merchants, networks, regulators, or other third parties.

6. Third Party Claims

   Any claim made by the Issuer, Rain, a payment network, merchant, regulator, or other third party against any Indemnified Party to the extent such claim arises from your or any Authorized User’s actions, omissions, or use of the Card or Platform.

7. Program Loss Reimbursement

   Any Losses assessed to Copperx by the Issuer, Rain, a payment network, or any governmental or regulatory authority in connection with your participation in the Card Program, including but not limited to chargebacks, reversals, disputed transactions, fraud losses, unauthorized transactions, settlement failures, negative balances, protocol or smart contract shortfalls, regulatory fines, penalties, or assessments, and any related fees, costs, or expenses.

8. Entity Responsibility for Authorized Users

   If you are an Entity, your indemnification obligations extend to all acts and omissions of your Authorized Users, employees, contractors, and agents, whether or not authorized by you, and you agree that their use of the Card will be deemed your use.

Defense and Cooperation

You agree that you will, at Copperx’s request, assume the defense of any matter subject to indemnification under this Section 9, using counsel reasonably acceptable to Copperx. Copperx may, at its option, participate in the defense with counsel of its choice at your expense. You will not settle any indemnified claim without Copperx’s prior written consent, which will not be unreasonably withheld if the settlement includes a complete release of all Indemnified Parties and does not impose any admission of liability or ongoing obligations on them.

Survival

Your obligations under this Section 9 survive the termination of this User Agreement and your Card account, and remain in effect for the maximum period permitted by law.

10. Limitations of Liability

To the maximum extent permitted by applicable law, and except as expressly required by law, Copperx will not be liable to you (whether you are an individual Cardholder or an Entity and including liability for the acts or omissions of any of your Authorized Users) for any indirect, incidental, consequential, exemplary, punitive, or special damages, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, even if advised of the possibility of such damages. Copperx’s total liability to you for all claims in the aggregate will not exceed [USD $100].

Exclusions from Liability

Without limiting the foregoing, Copperx will not be liable for any losses, damages, costs, or expenses caused by: (i) market volatility or fluctuations in Collateral value; (ii) the timing, execution, or results of any Collateral liquidation; (iii) any action or inaction of the Issuer, Rain, a payment network, or any merchant; (iv) any delay, error, or failure in processing transactions by third parties; (v) any unauthorized transactions, misuse or fraud by your Authorized Users (except as expressly required by law); (vi) suspension, restriction, or closure of your Card account by the Issuer, Rain, a payment network, or a regulator; or (vii) force majeure events beyond Copperx’s reasonable control (including network outages, cyberattacks, natural disasters, war, or regulatory changes).

These limitations shall apply to all causes of action, whether based on contract, tort (including negligence), strict liability, or any other legal theory.

11. Prohibited Uses

You may not use your Card or the Copperx Platform and you must ensure that your Authorized Users do not use the Card or the Copperx Platform for any activity that is illegal, violates applicable law, violates network rules, or is otherwise prohibited under this User Agreement, the Issuer Card Terms, or Copperx’s Prohibited Use Policy https://copperx.io/legal/prohibited-use.

Copperx may update the Prohibited Use Policy from time to time. You are responsible for reviewing and complying with the most current version. If you are an Entity, you are fully responsible for ensuring that your Authorized Users comply with the Prohibited Use Policy. Any violation of the Prohibited Use Policy by an Authorized User will be deemed a violation by you. Violation of the Prohibited Use Policy may result in suspension or termination of your Card and/or account, and you may be liable for any resulting losses, damages, or costs.

12. Disputes and Chargebacks

All disputes regarding Card transactions, billing errors, or chargebacks are governed by the applicable Issuer Card Terms and payment network rules. You agree and acknowledge that Copperx is not the decision maker for any dispute or chargeback and has no authority to override Issuer or network determinations.

You must provide all information, documentation, and cooperation reasonably requested by Copperx, the Issuer, Rain, or the payment network to investigate and resolve disputes. If you are an Entity, you are responsible for ensuring that your Authorized Users cooperate fully with any such investigation, and any dispute, chargeback, or reversal initiated by an Authorized User will be deemed initiated by you. If Copperx incurs any Losses due to a dispute, chargeback, or reversal involving your Card account (including program losses passed to Copperx by the Issuer), you (or, if you are an Entity, the Entity) must reimburse Copperx in full.

13. Electronic Communications

You consent to receive all communications, notices, disclosures, and other information from Copperx electronically, including through the Platform, by email, SMS, or push notification. This consent applies to all communications relating to your use of the Copperx Platform, your Copperx Card, and your obligations under this User Agreement, except where the Issuer’s Electronic Communications Notice governs Card account specific disclosures. If you are an Entity, you agree that electronic communications sent to your designated primary business contact, Authorized Signatory or email address you provide to Copperx will be deemed notice to you and binding on the Entity.

You are responsible for maintaining the necessary hardware, software, and internet connection to receive, view, and retain electronic communications from Copperx.

You may contact us regarding electronic communications at: [email protected].

If you withdraw your consent to receive electronic communications from Copperx, we may terminate or suspend your access to the Platform and the Copperx Card.

14. Privacy

Your information will be handled in accordance with the following policies, each of which is incorporated by reference:

1. Copperx Privacy Policy: governs data collected by Copperx in connection with your use of the Platform, including information about you, the Entity (if applicable), your Authorized Signatory, Authorized Users, and beneficial owners.

2. Rain Privacy Policy: governs data collected by Rain in connection with the Business Card Program, including information related to Card issuance, settlement, and Collateral management.

3. Third National Account Opening Privacy Notice: governs data collected by the Issuer in connection with opening and maintaining your Card account.

By applying for or using the Copperx Card, you acknowledge and agree to each of these policies. If you are an Entity, you represent and warrant that you have provided all notices to, and obtained all necessary consents from, your Authorized Users, directors, officers, employees, and beneficial owners in order to allow Copperx, the Issuer, Rain, and their service providers to collect, use, and share their personal data in accordance with the policies above.

Copperx is not responsible for, and disclaims all liability for, the acts or omissions of Rain or the Issuer in their handling of your information. For questions about how Copperx handles your data, please reach out to us at: [email protected].

15. Governing Law, Arbitration & Class Waiver

Applicability

This Section 15 applies solely to disputes, claims, or controversies between you and Copperx relating to the Copperx Platform, this User Agreement, or your relationship with Copperx in connection with the Copperx Card Program, excluding any disputes that are subject to the arbitration provision in the applicable Issuer Card Terms (including disputes relating to your Card account, credit terms, Collateral requirements, or repayments).

Agreement to Arbitrate

Before initiating arbitration, small claims proceedings, or any other legal action against Copperx, you and Copperx agree to first attempt to resolve the dispute informally and in good faith. You must send Copperx a written notice of the dispute by email to [email protected]. The notice must include your name, the email address associated with your Copperx account, a description of the nature and basis of the dispute, and the relief sought. Copperx will similarly send you notice of any dispute to the email address associated with your account. The parties will have thirty (30) days from the date the notice is received to attempt in good faith to resolve the dispute informally before arbitration or court proceedings are initiated.

You and Copperx agree that any dispute, claim, or controversy covered by this Section will be resolved exclusively and finally by binding arbitration on an individual basis, rather than in court, except as expressly provided in this Section. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this agreement to arbitrate.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules then in effect (or, if you are located outside the United States, the AAA International Centre for Dispute Resolution [ICDR] Rules). The arbitration shall be conducted by a single arbitrator, appointed mutually by the parties from the AAA’s roster of arbitrators. If the parties cannot agree on an arbitrator within fourteen (14) days of the arbitration demand, the AAA will appoint the arbitrator in accordance with its applicable rules. The place of arbitration will be New York, New York, U.S.A., unless you and Copperx agree otherwise in writing, provided that you may choose to participate remotely (by videoconference, teleconference, or similar means) if in-person attendance would be a hardship.

Nothing in this Section prevents either you or Copperx from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Governing Law

This User Agreement, including the agreement to arbitrate, is governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict of law provisions.

Class Waiver

To the fullest extent permitted by law, you and Copperx agree that any arbitration will be conducted on an individual basis only. Neither you nor Copperx will seek to have any dispute heard as a class, collective, or representative action, or to participate as a member in any such proceeding. If you are an Entity, you agree to waive any right to assert claims on a class, collective, or representative basis on behalf of your owners, officers, employees, or Authorized Users.

16. Changes to this User Agreement

We may amend, modify, or update this User Agreement at any time. Unless otherwise required by law, changes will be effective upon posting to https://copperx.io/legal/ or upon notification to you via the Platform or your registered email address. If you are an Entity, notice to your designated primary business contact, Authorized Signatory, or any other email address you have provided to Copperx will be deemed notice to the Entity. Your continued use of the Copperx Card after the effective date of changes constitutes your acceptance of the updated User Agreement. If you have questions about changes to this User Agreement, contact us at: [email protected].

17. Termination

1. By You: You may terminate this User Agreement at any time by closing your Copperx account and paying all amounts owed under the Issuer Card Terms. You may request for closure of your Copperx account by contacting us at: [email protected]. If you are an Entity, closure of your account will automatically terminate all associated Authorized User cards (if applicable).

2. By Copperx: We may suspend or terminate your access to the Copperx Card or Platform at any time, with or without cause, if:

1. You breach this User Agreement, the Issuer Card Terms, the Prohibited Use Policy or any other terms incorporated herein by reference.

2. We are directed to do so by the Issuer, Rain, a payment network, or a regulator.

3. You fail to satisfy KYB/KYC, sanctions, or beneficial ownership disclosure requirements, or you provide false, misleading, or incomplete information.

4. There is a change in control, dissolution, bankruptcy, or insolvency event in the Entity.

5. We reasonably determine that your continued participation poses a risk to Copperx, the Card Program, or any third party.

Termination of this User Agreement will not affect any of your obligations that arose prior to termination, including your obligation to pay amounts owed to the Issuer and/or to indemnify Copperx for Losses. If you are an Entity, you remain liable for all obligations incurred by your Authorized Users prior to termination, and you are responsible for promptly disabling their access and ensuring return or destruction of any issued Cards.

18. Miscellaneous

1. Entire Agreement: This User Agreement, the Copperx Terms of Service, the Copperx Privacy Policy, the Prohibited Use Policy, the applicable Issuer Card Terms, and the referenced Rain and Issuer notices together constitute the entire agreement between you and Copperx regarding the Copperx Card and supersede all prior or contemporaneous understandings relating to the subject matter hereof. If you are an Entity, this User Agreement applies to and binds the Entity, its Authorized Signatory, and all Authorized Users.

2. No Waiver: Any failure by Copperx to enforce any right or provision of this User Agreement is not a waiver of such right or provision.

3. Assignment: You may not assign, delegate or transfer your rights or obligations under this User Agreement, in whole or in part, whether by operation of law or otherwise, without Copperx’s prior written consent. Any attempted assignment in violation of this Section is void. Copperx may assign, delegate, or transfer this User Agreement, in whole or in part, without restriction, including to the Issuer, Rain, or any affiliate or successor.

4. Severability: If any provision of this User Agreement is found invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

5. Survival: Sections that by their nature should survive termination of this User Agreement will survive, including but not limited to those addressing liabilities, indemnities, limitations of liability, governing law, and dispute resolution.