Nexaflex Spend Card Terms - International Business

Agreement Overview

These Nexaflex Spend Card Terms (the "Card Terms") are a binding agreement between you ("you", or "your"), Nexaflex Global Resources Ltd, and Issuer, including its affiliates, successors, and assigns ("Issuer," "we", "us", or "our") that govern your use of the Nexaflex Spend Cards for international business purposes.

These Card Terms become effective and legally binding when you activate or create your Card by following the instructions on the Nexaflex 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.

Important Disclosures

The card program is issued by the Issuer under license from Visa. The information about the cost of the Card described in these terms is accurate as of June 2025. This information may change after that date.

Eligibility

By using a Card you represent and warrant 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 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).
• All information you provide to us, either directly or through Partner, is and will be true, correct, and complete.
• You will use the Services exclusively for purposes permitted by these Card Terms.
• You will not use the Nexaflex Card for personal, family, or household use.
• You will only use the Nexaflex Card in compliance with applicable law.

Issuer Terms

Cards are issued either by the issuer identified on the back of the Nexaflex 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 you purchase at a merchant through your Nexaflex 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 Nexaflex, and your use of the Nexaflex Cards will then also be subject to such additional terms.

The issuer for this card program is Third National, as principal member of the applicable Card Networks.

Spending Limits

Your spending limit is generally set by Nexaflex pursuant to the terms of the Nexaflex Terms as well as the amount of collateral in your linked wallet. Issuer may additionally set spending limits on each Nexaflex Card or an aggregate spending limit across all Nexaflex Cards, at its sole discretion.

• Nexaflex 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 a Nexaflex Card may reduce your spending limit by a corresponding amount.
• When you use Nexaflex 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.

Purchases & Restrictions

The primary purpose of your Account is to facilitate corporate expenses and other corporate purchases. Nexaflex 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 business purposes.

You may use your Account to purchase or lease goods or services 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.

Prohibited transactions include cash advances and balance transfers, as well as (but not limited to) the following cash-like transactions to the extent they are accepted:

• 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.
• Making a payment using a third-party service including bill payment transactions not made directly with the merchant or their service provider.
• Any expense which is not a business expense incurred by you.
• Any purpose prohibited by these Card Terms.
• Transactions 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).
• Personal, family, or household use.

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.

You acknowledge and agree that you have read and understood the Partner prohibited activities list and that you will not engage in any such activities when using the Services or the Nexaflex Card.

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

Payments

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.
• "Linked Wallet" means the primary wallet that is connected as a settlement source for your Nexaflex Spend Card and which may or may not enable you to access your Nexaflex Account and Spend Card.
• "Fee" means charges we impose on you for use of Services or your use of a Nexaflex Card.
• "Issuer" refers to the issuer of the card program. The issuer for this card program is Third National, as principal member of the applicable Card Networks.
• "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 Nexaflex 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 Issuer.

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 must be brought in Puerto Rico unless we both agree to another location.

Indemnity

You will indemnify and defend Nexaflex and Issuer against any and all claims arising from:

• Breach of these Card Terms
• Amounts owed to third parties
• Acts or omissions of your employees or agents
• Your use of the Services
• Disputes with merchants

Miscellaneous

• We may delay enforcing rights without losing them
• Failure to enforce provision doesn't waive right to enforce later
• We may assign this agreement without your consent
• You may not transfer your Account without our written permission
• If any provision is invalid, remainder remains in effect

Changes to This Agreement

We may change this Agreement at any time by adding, deleting or changing provisions:

• Will provide notice as required by law
• Changes may apply to new purchases and existing balances
• Continued use constitutes acceptance of changes

Contact Information

For questions about these Card Terms, please contact us at [email protected].

To report lost/stolen Cards or unauthorized transactions: [email protected].