1. Introduction

These Terms govern access to and use of USD account and virtual card services offered through the Onboard platform.

As of the Effective Date, these services are provided by Nestcoin Holding Limited, a company incorporated in the British Virgin Islands (BVI), in partnership with regulated third-party financial institutions.

Financial services may be offered directly by Nestcoin-affiliated licensed entities in the future, subject to operational readiness and regulatory approvals where required.

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2. Services

Through the Onboard platform, users may access:

• USD virtual accounts for receiving and managing funds;
  
• Virtual payment cards for global spending;
  
• Transactional and account management tools.
  
  

All financial services today are facilitated through licensed third-party providers.

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3. Eligibility

You may access our services if you:

• Are of legal age in your jurisdiction;
  
• Successfully complete onboarding and verification procedures;
  
• Are located in a jurisdiction where our services are permitted.

Access to services is restricted for users located in OFAC-sanctioned or otherwise prohibited jurisdictions.Our services are available to customers in jurisdictions where access to financial services is legally permitted under applicable international laws and regulations, and not subject to comprehensive economic sanctions or embargoes.

Initially, fund sending and receiving will prioritize corridors such as the United States, the United Kingdom, the European Economic Area (EEA), and select African markets including Nigeria, Kenya, Ghana, and South Africa, subject to enhanced due diligence where required.

Services are not available to users located in comprehensively sanctioned jurisdictions, including but not limited to Iran, North Korea, Syria, Cuba, and the Crimea region.

Enhanced Due Diligence (EDD) is applied to all users located in FATF grey-listed jurisdictions such as Nigeria and Kenya.

Measures include full identity verification (KYC), source of funds and income verification, and real-time transaction monitoring.

Transactions from these jurisdictions are subject to additional review, and accounts may be restricted or terminated if sufficient risk mitigation cannot be achieved.

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4. Service Providers

USD accounts, virtual cards, and associated services accessed through the Onboard platform are facilitated by licensed third-party financial institutions.
Nestcoin Holding Limited coordinates user access to these services but is not itself a licensed money transmitter, payment institution, or bank.

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5. KYC and Compliance

Identity verification (KYC) is administered by Nestcoin Holding Limited, licensed third-party providers, or financial partners.

Users may be required to submit additional documentation based on transaction volume, geographic location, or compliance risk factors.

We apply Enhanced Due Diligence (EDD) for users located in high-risk jurisdictions, including FATF grey-listed countries.

We reserve the right to pause, restrict, or terminate services if required to comply with legal or regulatory obligations or if a user's risk profile cannot be mitigated.

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6. Fees and Limits

Applicable service fees, exchange rates, and transaction limits are disclosed within the Onboard application prior to transaction confirmation.

Users are responsible for reviewing applicable fees, limits and charges before completing any transaction.

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7. Disclaimer

Nestcoin Holding Limited is not responsible for the acts or omissions of third-party financial service providers, except where required by applicable law.
Services are provided "as is" without warranties of any kind, subject to consumer protection rights where applicable.

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8. Modifications

We may update these Terms from time to time. Updates will be communicated through the Onboard platform or website.
Continued use of the services following any changes constitutes acceptance of the updated Terms.

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9. Contact Information

If you have any questions regarding these Terms or the services provided, you may contact us at:

Nestcoin Holding Limited
Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands

Email: support@onboard.xyz‍

1. Introduction

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These Terms of Service ("Terms") govern your use of the financial services provided by Gopay Financial Services Inc. ("Gopay", "we", "us", or "our"), doing business under the brand name Onboard Pay.

Gopay Financial Services Inc. is a federally incorporated Canadian corporation (Corporation Number: 1666979-4) with its registered office at 3080 Yonge St, Suite 6060, Toronto, ON M4N 3N1, Canada. Gopay is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business (MSB), Registration Number C100000565.

Through the Onboard Pay mobile application (the "App"), Gopay provides eligible customers with access to the following services (the "Services"):

• Multi-currency payment accounts (including USD, GBP, and other currencies as made available through the App)
• Payment and transfer services
• Foreign exchange conversion services

By accessing or using the Services, you agree to be bound by these Terms, along with our Privacy Policy.

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2. Eligibility & Account Opening

To use the Services provided by Gopay through the Onboard Pay app, you must:

• Be at least 18 years of age (or the age of majority in your province or country of residence);
• Have the legal capacity to enter into a binding agreement;
• Reside in a jurisdiction where we are legally permitted to offer the Services; and
• Successfully complete our account registration and identity verification process.

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We may decline to open an account or provide Services at our sole discretion and without obligation to disclose reasons.

Identity Verification (KYC)

You must provide accurate and complete information during the account registration process. We will verify your identity and may request supporting documents to comply with applicable anti-money laundering (AML), anti-terrorist financing, and other regulatory requirements.

You agree to keep your account information current and to promptly notify us of any changes.

The Services are only accessible through the Onboard Pay mobile app. You are responsible for maintaining the security of your mobile device and access credentials.

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3. Services Provided

Through the Onboard Pay app, Gopay provides eligible users with the following Services:

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a) Multi-Currency Payment Accounts

We provide users with access to multi-currency payment accounts (including USD, GBP, and other currencies as made available through the App). These accounts may be virtual or non-interest-bearing accounts provided for the purpose of facilitating payments and transfers.

b) Payment and Transfer Services

You may use the Services to send and receive payments in supported currencies, including cross-border payments, subject to applicable fees, limits, and regulatory restrictions.

c) Foreign Exchange Conversion

We provide foreign exchange (FX) services to allow conversion between supported currencies. FX rates are provided within the App and may vary based on market conditions.

Service Limitations

Gopay does not currently provide credit services, loans, deposit insurance, or card issuing services. Services related to digital assets or cryptocurrencies are not provided under these Terms. If you access such services, they are provided under separate terms and by different legal entities.

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4. Fees & Charges

Fees may apply to certain Services, including but not limited to:

• Payment and transfer fees
• Foreign exchange (FX) conversion fees
• Account maintenance or inactivity fees (if applicable)

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All applicable fees will be disclosed within the App prior to you confirming any transaction.

You agree to pay all applicable fees in connection with your use of the Services. Fees may be deducted automatically from your account balance or included in the transaction amount, as specified in the App.

We reserve the right to update our fee schedule from time to time. Any changes to fees will be communicated through the App and/or posted on our website.

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5. User Responsibilities

When using the Services, you agree to:

• Provide accurate, current, and complete information during registration and at all times thereafter;
• Promptly update any information to keep your account details accurate and current;
• Use the Services only for lawful purposes and in compliance with these Terms and all applicable laws and regulations;
• Maintain the security of your account credentials and mobile device; and Notify us immediately if you suspect any unauthorised access to your account.

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Prohibited Uses

You may not use the Services:

• For any illegal purpose or in connection with any unlawful activity;
• To engage in fraud, money laundering, terrorist financing, or any other financial crime;
• To facilitate the sale or distribution of illegal goods or services;
• In any manner that could harm Gopay, its partners, or other users of the Services;
• To impersonate another person or misrepresent your affiliation with any entity.
  
  

We reserve the right to monitor and investigate all activity conducted through your account and to report suspicious activity to the relevant authorities as required by law.

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6. Risk Disclosure

By using the Services, you acknowledge and accept the following risks:

Foreign Exchange Risk

Currency values may fluctuate against each other. If you use our foreign exchange services, you accept the risk of such fluctuations and understand that the FX rate at the time of your transaction may differ from prior or future rates.

Cross-Border Payments

When making cross-border payments, delivery times may vary due to processing times of third-party banks or financial institutions, regulatory reviews, or other factors beyond our control.

No Deposit Insurance

Funds held in your multi-currency payment account are not covered by any deposit insurance scheme. Gopay does not hold your funds as deposits and does not pay interest on balances.

Service Interruptions

While we take reasonable steps to ensure the availability of the Services, there may be periods of downtime or service disruption due to maintenance, technical issues, or events beyond our control.

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7. Service Availability & Limitations

We aim to provide the Services in a reliable and secure manner. However, we do not guarantee that the Services will be available at all times or without interruption.

From time to time, we may need to temporarily suspend the Services for maintenance, upgrades, or due to circumstances beyond our control (including failures of telecommunications networks, regulatory actions, or acts of nature).

We are not responsible for any delays, losses, or damages that may result from:

• Service interruptions;
• Delays caused by third-party banks, payment providers, or financial institutions;
• Delays or actions required for compliance with applicable laws and regulations.

We may impose limits on your use of the Services (such as transaction limits, volume caps, or geographic restrictions) to comply with legal, regulatory, or risk management requirements. These limits will be communicated through the App or our website.

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8. Termination & Suspension

Our Right to Suspend or Terminate

We may suspend or terminate your access to the Services at any time, with or without notice, if:

• You breach these Terms or any applicable law or regulation;
• We suspect fraudulent, unlawful, or unauthorised activity on your account;
• Required by law or by order of a regulatory or government authority;
• Necessary for security reasons, risk management, or to protect our systems and other users.

Where permitted by law, we will make reasonable efforts to notify you of any suspension or termination.

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Your Right to Close Your Account

You may close your account at any time by contacting us at support@onboard.xyz and following any account closure procedures that we may require.

Please note that closing your account does not affect any of your obligations to us that arose before the closure. We may retain records as required by applicable law.

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9. Changes to the Terms

We may update or modify these Terms from time to time to reflect changes in our Services, legal or regulatory requirements, or for other business reasons.

When we make changes, we will notify you by:

• Posting the updated Terms on our website at https://www.onboard.xyz; and/or
• Providing notice within the App.

Any changes will take effect on the date specified in the notice or upon posting the revised Terms, unless otherwise required by law.

If you continue to use the Services after the effective date of any changes, you will be deemed to have accepted the updated Terms. If you do not agree with the updated Terms, you must stop using the Services.

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10. Governing Law & Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

You agree that the courts of the Province of Ontario shall have exclusive jurisdiction to hear and resolve any disputes arising under or in connection with these Terms or your use of the Services.

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11. Contact Information

If you have any questions about these Terms or the Services, you may contact us at:

Gopay Financial Services Inc.
3080 Yonge St, Suite 6060
Toronto, ON M4N 3N1
Canada

Email: support@onboard.xyz

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‍ONBOARD FLEX CARD TERMS‍

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

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Important Disclosures

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

Effective as of September 1, 2025.

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Fees

  Transaction Fee

          Foreign Purchases

             - Foreign Exchange Fee (non USD): $0.30 + up to 3% 

             - Cross Border Fee: up to 3%

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           ‍WHEN YOU APPLY FOR A CARD ACCOUNT, ACTIVATE A CARD, OR OTHERWISE PARTICIPATE IN THE PROGRAM IN ANY WAY, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE ISSUING TERMS.

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Terms

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Background :

The Onboard Card is provided to you on behalf of Onboard in connection with your status as Onboard’s customer and pursuant to your separate User Agreement between you and Onboard (User Terms). The Issuer is not a party to the Onboard User Terms and disclaims any liability for the performance of services covered therein. 

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

Details on Onboard’s collection, use, and handling of your personal data are described in Privacy Policy. Please review it carefully and contact Onboard if you have any questions. By opening, using, or maintaining a Card, you consent to and direct Issuer to share information relating to transactions, including receipt information or other personal data, in order to deliver the Services.

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Issuer: 

The card program is issued by the Issuer under license from Visa. The information about the cost of the Card described in the above table is accurate as of Effective date ]. This information may change after that date. To find out what may have changed, call or write the servicer at support@onboard.xyz and via its in-app support channels.

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

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Defined Terms:

“Card Networks” means the payment card networks, including Visa or Mastercard.

“Charge” means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

“Chargeback” means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

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

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

“Periodic Statement” means the periodic statements that reflect activity for all Cards issued to you identifying charges, fees, refunds, or other amounts owed or credited to your Onboard Account during the time covered by that statement.

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

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Agreement:

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1. Accepting this Agreement & Eligibility 

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These Card Terms become effective and legally binding when you activate or create your Card by following the instructions on the Onboard platform. You and we agree to comply with, and be bound by, this entire agreement. You should retain and carefully review these Card Terms. By creating a card, you agree to the Arbitration Clause below as it pertains to this agreement, even if you do not use the Account or the Card.

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By using a Card you represent and warrant in your individual capacity that:

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• You are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Office of Foreign Asset Controls (OFAC).
• You will use the Services exclusively for purposes permitted by these Card Terms.
• All information you provide to us, either directly or through Partner, is and will be true, correct, and complete.  
• You will use the Onboard Card for personal, family, or household use.  
• You will only use the Onboard Card in compliance with applicable law.
• You attest that you are not a United States citizen, and that you are signing up for a card that is intended for those outside of the United States.
• You were not solicited for this product.

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2. Issuer Terms

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

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3. Spending Limits

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

When you use an Onboard Card to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization, Issuer may assess a value to such a Charge for an amount higher or lower than the final Charges. The initial “hold” Charge will reduce your spending limit until the final Charge is determined.

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4. Purchases & Restrictions

The primary purpose of your Account is for personal expenses. Onboard and Issuer reserve the right to block and terminate transactions and suspend access to your Account, unless prohibited by applicable law, for transactions and activity which presents patterns that do not conform with consumer purposes. You may use your Account to purchase or lease goods or services (each, a “purchase”) by presenting your Card or providing to participating merchants and establishments that honor the Card your Card number and additional information by any other means (for example, over the phone, online or through a mobile app). We will not be liable to you (or anyone else) if any merchant or other person cannot or will not process a purchase permitted under these Card Terms. Unless prohibited by applicable law, we may from time to time limit the type, number and dollar amount of any purchase, including any cash-like transaction, even if you have sufficient available credit to complete the purchase. Cash-like transactions include, but are not limited to, the following transactions to the extent they are accepted:

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• purchasing travelers checks, foreign currency, money orders, wire transfers, cryptocurrency, other similar digital or virtual currency and other similar transactions;

• purchasing lottery tickets, casino gaming chips, race track wagers, and similar offline and online betting transactions;

• person-to-person money transfers and account-funding transactions that transfer currency; and

• making a payment using a third-party service including bill payment transactions not made directly with the merchant or their service provider.

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We reserve the right to deny any purchase for any reason, such as account default, suspected fraudulent or unlawful activity, internet gambling, or any indication of increased risk related to the purchase. We may terminate or suspend your use of the Card or the Account, with or without notice to you before or at the time we take such action. Cash advances and balance transfers are not available under these Card Terms.

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

You acknowledge and agree that you will not use the Onboard  Card (1) for any expense which is not an expense incurred by you; (2) for any purpose prohibited by these Card Terms; (3) for, with, or for the benefit of any individual or entity who is blocked or sanctioned by the United States, including those identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC); for personal, family, or household use.  

You will use all reasonable means to protect your Onboard Cards and log-in credentials to the Onboard Account from unauthorized use. You will not allow any other person or third party to use the Services or the Onboard Card on your behalf. You will immediately notify us where you know or suspect that access to your Onboard Account has been compromised or your Onboard Card has been lost, stolen, or compromised in any way.  

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5. Payments

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5.1 Promise to Pay  

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

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5.2 Periodic Statements

You are responsible for payment in full of all Charges and Fees. Your Onboard Account may include Periodic Statements identifying Charges, Fees, refunds, the amount of your Collateral, any other Card transactions, or other amounts owed or credited to your Onboard Account. Periodic Statements may be made accessible to you on your Onboard Account daily, monthly, or as otherwise prescribed by Issuer. You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Card Terms. We are not obligated to send you a monthly statement if we deem your Account to be uncollectible or applicable law does not require us to send you a monthly statement for other reasons.

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5.3 Repayments

Where applicable, you may make a repayment for a balance on one or more of your  Onboard Cards by any means that are permitted by Onboard and as provided in your Onboard Account. 

Any failure to pay the full amount owed to Onboard or the Issuer, as applicable, when required is a breach of these Card Terms. You are responsible for all costs or expenses that we may incur in collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law.

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5.4 Prepayment

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

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6. Fees.

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

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

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6.1 Penalty fees.

(a) Liquidation fee (Reserved)

(b) Each time a payment on your Account is returned or reversed for any reason or we must return any check, instrument, or transaction you send us because it is incomplete or faulty, we will charge you a returned payment fee of [$00.00]. However, we will not charge a returned payment fee if we are charging a late fee with respect to the same minimum payment due and will never charge a returned payment fee exceeding the minimum payment due that was due immediately prior to the date on which the payment was returned to us.

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

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6.2  Foreign Currency Transactions

If you make a transaction using your Account in a foreign currency (including, for example, online purchases from a merchant located outside of the U.S.), the credit card association will convert any transaction in foreign currency into U.S. dollars using an exchange rate for the applicable central processing date that is (1) selected by the association from the range of rates available in wholesale currency markets, which rate may vary from the rate the association receives, or (2) the government mandated rate. The conversion rate you get may differ from the rate on the transaction date or the posting date, and from the rate that the credit card association gets. A merchant or other third party may convert a transaction into U.S. dollars or another currency, using a rate they select, before sending it to the credit card association.

Foreign Transaction Fees up to 3%

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7. Managing Your Onboard Cards

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7.1 Requesting and Replacing Cards

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

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

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7.2 Permitted and Unauthorized Use

You may only use Onboard Cards for bona fide personal charges and transactions.

You agree to establish and maintain controls designed to ensure that the Onboard Cards are only used by you for purposes  which are  in compliance with these Card Terms, any Onboard terms, and applicable law. You are responsible for Charges and transactions made by any person given access to Onboard Cards even if they are not the person associated with or named on the Onboard Card.

Onboard, Issuers, Card Networks, or other intermediary third-party service providers (including merchant acquirers) may deny or reverse Charges for any reason. Issuer is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

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7.3 Lost or Stolen Cards.  

If your Card is lost or stolen or if you think someone may be using your Card or Account without your permission, you must notify us promptly by emailing us at support@onboard.xyz or contacting us via the in-app support channels. . You will not be liable for any unauthorized use that occurs after you notify us.  You may, however, be liable for unauthorized use that occurs before receipt of your notice by us. You have an obligation to assist us in our investigation if your Onboard Card is lost or stolen or you believe someone is using your Onboard Card or your Onboard Account without your permission.  

‍7.4 Nigerian Users

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

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8. Chargebacks

You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Onboard Account. You must report any disputed Charge or error no more than 60 days after the disputed Charge is posted on your Periodic Statement. We may require additional details on the transaction and our review of your disputed Charge will be conditioned on you providing all of the information we may require to review the disputed Charge.  

You understand that the Onboard Card is subject to Card Network rules regarding chargebacks. The Card Networks have additional established procedures for resolving chargebacks that may require you to provide further details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks that are pending resolution may still be due and owing as of the date that payment is due as provided in the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your Onboard Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Onboard Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

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9. Termination

Subject to applicable law, we may suspend, revoke or cancel your Account privileges, your right to use the Card or deny any transaction, in our sole discretion at any time, with or without cause and with or without giving you notice.  Any termination of credit privileges, whether initiated by us or by you, will not affect any of our rights or your obligations under these Card Terms, including your obligation to repay any amounts you owe us according to the terms of these Card Terms. On our demand or upon termination of credit privileges, you agree to surrender to us or destroy the Card. If you attempt to use the Card after the termination of credit privileges (whether or not we have provided notice of such termination), the Card may be retained by a merchant, ATM or financial institution where you attempt to use the Card. 

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10. Change of Terms

Subject to applicable law, we may at any time change, add to or delete terms and conditions of these Card Terms, including interest rates and this Change of Terms provision. Such changes may be based on our anti-fraud policies and procedures, your level of compliance with these Card Terms, prevailing economic conditions and/or any other factors. We will give you notice of any change, addition or deletion as required by applicable law. As of the effective date, the changed terms, at our option, will apply to new purchases and the outstanding balances of your Account, to the extent permitted by applicable law.

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11. Remedies

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

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12. ‍ Delay in Enforcement

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

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13. Communications and Call Recording.

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

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

This authorization is part of our bargain concerning these Card Terms, and we do not intend it to be revocable. However, to the extent you have the right to revoke your consent to communications by autodialed calls and text messages to your mobile number under applicable law, you may exercise this right by contacting the applicable Messaging Party directly or by sending a request by email to [Partner Support Email Address] with the subject line “END COMMUNICATIONS.” You may opt-out of receiving most of these messages at any time by sending us a request to [Partner Support Email Address] or by responding “STOP” to any text message. To stop emails only, you can follow the opt-out instructions included at the bottom of the Messaging Parties’ emails.

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14. Governing Law

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

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15. Dispute Resolution & Arbitration

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

Binding Arbitration:

(a) You and Issuer 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 Issuer 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 Issuer that arises out of or relates to (i) these Card Terms (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 Onboard Card).

(b) 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 these Card Terms.

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Arbitration Procedure:

(a) Before filing a claim against Issuer, you agree to try to resolve the Dispute informally by providing written notice to Issuer of the actual or potential Dispute. Similarly, Issuer will provide written notice to you of any actual or potential Dispute to endeavor to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") your name, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

(b) If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Card Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

(c) You and Issuer each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under Section 12.3 below. You and Issuer agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules (the "Rules"). The Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Issuer users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.  

(d) You and Issuer further agree that the arbitration will be held in the English language in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means.  

(e) Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded.  

(f) You and Issuer agree that, notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Issuer may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Issuer will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR ISSUER SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

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Small Claims:

Notwithstanding your and Issuer’s agreement to arbitrate Disputes, You and Issuer retain the right to bring an individual action in small claims court.

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Class Waiver:  

To the extent applicable law permits, any dispute arising out of or relating to these Card Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of these Card Terms or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

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No Jury Trial:

If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Card Terms.

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Venue and Jurisdiction for Judicial Proceedings:

Except as otherwise required by applicable law or provided in these Card Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Issuer agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Puerto Rico. Both you and Issuer irrevocably consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

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Confidentiality:

The existence of and all information regarding any Dispute will be held in strict confidence by the parties and will not be disclosed by either party except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.

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Survival:

This agreement to arbitrate shall survive the termination or expiration of these Card Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Card Terms unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

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Indemnity: 

You will indemnify and defend each of  [Partner] 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 [Partner] 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. [Partner] and Issuer may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Rain 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.

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