Card User Agreement

This Copperx 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”).

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

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

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

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

   2.4. “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.

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

   2.6. “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.

   2.7. “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

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

   2.9. “you” or “your” means the individual person applying for, receiving or using a Copperx Card.

3. Acceptance of Terms

By applying for, activating or using a Copperx Card, you agree to this User Agreement, the Terms of Service, the Privacy Policy, the Prohibited Use Policy and the Issuer Card Terms as applicable to your residency:

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

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

You also agree to the Electronic Communications Notice, the Rain Privacy Policy (available at: https://legal.raincards.xyz/legal/privacy-policy) and the Account Opening Privacy Notice published by Rain and/or the Issuer.

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 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:

   4.1. Age: You must be at least 18 years old (or age of majority in your jurisdiction, if higher)

   4.2. Residency:

   4.2.1. If you are a U.S. resident, you must have a verifiable physical address in the United States and satisfy all U.S. legal and regulatory requirements for account opening.

   4.2.2. If you are a non-U.S. resident, you must not be a U.S. citizen or a U.S. resident, and your local laws must permit your participation in a collateralized card program.

   4.3. Identity Verification: You must successfully complete all required identity verification (KYC) and sanctions screening procedures, and provide any additional document that we, the Issuer, Rain or our service providers may reasonably require to verify your identity or eligibility.

   4.4. Regulatory Restrictions: You must not be located in, ordinarily resident in, or a citizen of any country or territory subject to comprehensive sanctions by the United States or other applicable jurisdictions, and you must not be a prohibited or restricted party under applicable sanctions, anti-money laundering or counter-terrorist financing laws.

   4.5. 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, or determine repayment terms. 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 consumer protection 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.

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

3. 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);

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

5. 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.

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:

   7.1. 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.

   7.2. 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.

   7.3. Liquidation Process and Effects

   Upon a liquidation event, your Collateral with be sold, converted or otherwise applied to reduce or satisfy your outstanding balance. If liquidation proceeds are insufficient to fully satisfy your balance, you remain personally 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.

   7.4. 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.

   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, subject only to limitations required by applicable law or the Issuer Card Terms. Without limiting the foregoing, you agree to the following responsibilities:

   8.1. 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.

   8.2. 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 your contact information, legal name, and residency status.

   8.3. 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, or compromised.

   8.4. 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 remain liable for the remaining balance and must pay it immediately upon demand.

   8.5. 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 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.

   8.6. 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 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.

   8.7. Indemnification

   This section supplements, and does not limit, your indemnification obligations in Section 9 of this User Agreement.

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:

   9.1. 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.

   9.2. Violation of Law or Network Rules

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

   9.3. Fraudulent, Unauthorized or Improper Activity

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

   9.4. 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.

   9.5. 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.

   9.6. 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 actions, omissions, or use of the Card or Platform.

   9.7. 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.

   Defense and Cooperation

   You agree that you will, at Copperx’s request, assume the defense of any matter subject to indemnification under this section, 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 for any indirect, incidental, consequential, exemplary, punitive, or special damages, or for any loss of profits, revenue, goodwill, 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

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 (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 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.

Copperx may update the Prohibited Use Policy from time to time. You are responsible for reviewing and complying with the most current version. 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 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 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. 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 personal information is handled in accordance with:

1. Copperx Privacy Policy: governs data collected by Copperx in connection with your use of the Platform.

2. Rain Privacy Policy: governs data collected by Rain in connection with the Card Program.

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, which are incorporated by reference. Copperx is not responsible for, and disclaims all liability for, the acts or omissions of Rain or the Issuer in their handling of your personal information. For questions about how Copperx handles your personal 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 AAA Consumer Arbitration Rules then in effect. 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 Consumer Arbitration 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.

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. 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].

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. 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.

18. Miscellaneous

    18.1. 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.

    18.2. 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.

    18.3. Assignment: You may not assign or transfer your rights or obligations under this User Agreement without Copperx’s prior written consent. Copperx may assign this User Agreement without restriction.

    18.4. Severability: If any provision of this User Agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

    18.5. 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.