ether.fi Cash Cardholder Agreement (International)
Last Modified: April 15, 2025
These Ether.Fi International Card Terms (the "Card Terms") are a binding agreement between you ("you", or "your"), Ether.Fi Cash Ltd. and its affiliates ("Ether.Fi"), and Issuer, including its affiliates, successors, and assigns ("Issuer," "we", "us", or "our") that govern your use of the Ether.Fi Spend Cards, including the process for obtaining and managing Ether.Fi Spend Cards, access to which is provided to you by Ether.Fi.
Overview of Account Agreement
Our Account agreement with you (the “Agreement”) is contained in and governed by:
this document, called the Ether.Fi International Card Terms;
all Account disclosures and terms provided to you before or when the Account is opened, including the terms you accepted when applying for the Account, disclosures in our Card Account Opening Disclosures (the “Account Opening Disclosures”), and any terms we provided in written materials accompanying your Card;
all other documents, disclosures and terms that relate specifically to your Account, including:
the Ether.Fi Terms of Use;
the Ether.Fi Privacy Policy;
the terms shown on periodic billing statements for your Account (each, a “Statement”);
your agreement that you were not solicited for this product, and
any future changes we make to any of the above items, as permitted or required by applicable law.
You agree that this Agreement becomes effective the first time you use any Card or the Account.
Important Disclosures
Rates, fees, interest, and other important information about your Ether.Fi Spend Card ("Card") are set forth in these Important Disclosures and in the Fee Schedule www.ether.fi/the-club which is incorporated by reference into these Card Terms. The Fee Schedule may be updated from time to time, and the current version will always be available at the above link. It is your responsibility to review the Fee Schedule periodically for any changes.
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, UNDERSTAND, AND AGREE TO THESE CARD TERMS.
Terms
1. Background
The Ether.Fi Card is provided to you on behalf of Ether.Fi in connection with your status as an Ether.Fi customer and pursuant to your separate User Agreement between you and Ether.Fi SEZC (the "Terms of Use"). The Issuer is not a party to the Ether.Fi Terms of Use and disclaims any liability for the performance of services covered therein.
Ether.Fi has opened an Ether.Fi Account for purposes of facilitating transactions you make using a Card based on a limit established by Ether.Fi pursuant to the Terms of Use. You understand that you have access to the Services and Ether.Fi Card only to the extent authorized by Ether.Fi. You acknowledge and agree that Ether.Fi will satisfy obligations created through your use of the Ether.Fi Card and you will repay Ether.Fi based on the terms of your User Agreement, subject to the terms below.
Details on Ether.Fi's collection, use, and handling of your personal data are described in Ether.Fi's Privacy Policy. Please review it carefully and contact Ether.Fi 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.
2. Issuer
The card program is issued by the Issuer under license from Visa. The information about the cost of the Card described in the Fee Schedule is accurate as of April 15th, 2025. This information may change after that date. To find out what may have changed, call or write the servicer, at support@ether.fi.
Ether.Fi 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.
3. Defined Terms
The following terms have specific meanings throughout these Card 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 Ether.Fi Card.
"Issuer" refers to the issuer of the card program as specified in the Issuer Information section.
"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 Ether.Fi Account during the time covered by that statement.
"Supported Blockchains" means the Ethereum Blockchain, Polygon Blockchain, Optimism Blockchain, Arbitrium Blockchain, Scroll Blockchain and other blockchain networks which may be added at the sole discretion of Issuer.
"Wallet" means a self-custodied wallet which you control and which you have connected to the Ether.Fi platform.
4. Accepting this Agreement & Eligibility
4.1 Acceptance
These Card Terms become effective and legally binding when you activate or create your Card by following the instructions on the Ether.Fi 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.
4.2 Eligibility Requirements
The Card Services are offered and available to users who are 18 years of age or older, and are subject to such other eligibility requirements as we may determine in our discretion from time to time. By using the Card Services, you represent and warrant that you are of legal age to form a binding contract with Ether.Fi, and meet all eligibility requirements. In order to use the Card Services, you must also undergo and successfully complete our onboarding process, including providing all information and documents we (or third parties acting on our behalf) may request to comply with relevant requirements under applicable law (which may include further ad hoc checks from time to time).
4.3 Representations and Warranties
By using a Card you represent and warrant in your individual capacity that:
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 Ether.Fi, is and will be true, correct, and complete.
You will use the Ether.Fi Card for personal, family, or household use.
You will only use the Ether.Fi Card in compliance with applicable law.
You attest that you are not a United States citizen, resident, taxpayer, or otherwise qualify as a U.S. person under U.S. tax laws or regulations. You understand that the Card Services are strictly prohibited for use by U.S. persons and are intended solely for those outside of the United States.
You acknowledge that Ether.Fi does not market its Card Services to users in any jurisdiction and that you have approached Ether.Fi acting at your own direction without any solicitation by Ether.Fi.
You acknowledge that Ether.Fi is not licensed to provide any financial services (including in relation to payment services, the issuance of electronic money, digital assets or lending) as part of the Card Services or otherwise.
If you do not meet all of these requirements, you must not access or use the Card Services, and we will not have any obligation to provide any Card Services to you.
5. Delivery and Activation of the Card
5.1 Card Issuance
If you meet the requirements referred to in section 3 above you may place an order for, and we may, at our discretion, issue you with, a physical and/or virtual fiat-denominated payment card for use at merchants who accept Visa payment cards as a form of payment for goods and services (the "Card"). Please note that where we issue you with both a physical and a virtual Card, each Card will have a different set of card details, but will draw from the balances in your Wallet in the same manner.
5.2 Acceptance and Delivery
After you place an order, you may receive an onscreen prompt acknowledging receipt, but please note that this does not mean that your order has been accepted. Our acceptance of your order only takes place when we confirm to you, at our discretion, that it has been accepted.
Once we have accepted your order and the Card has been dispatched for delivery, we will notify you of the Card's estimated delivery date and other key information. This is an estimate only and is in no way intended to be binding. We will deliver the Card to the address you specify in the order.
Occasionally, our delivery of the Card to you may be affected by an event outside of our reasonable control. If this occurs, we will notify you as soon as reasonably practicable, and do what we can to reduce the delay.
5.3 Activation Requirements
Following delivery of the Card, in order to use the Card Services, you must:
Activate the Card. Details on how to do this will be provided to you on delivery of the Card; and
Authorize us (via smart contract) on an ongoing basis to:
Where you wish to pay using USDC held in the Wallet, permit withdrawals of USDC held in the Wallet to settle any fiat payments you make using the Card (and pay any fees in accordance with the Card Services Price Plan and any other charges in accordance with these Card Terms); and/or
Where you wish to pay using ETH (or any other cryptoassets approved by us from time to time) held in the Wallet, permit the supply of such cryptoassets into a borrowing protocol to borrow USDC against the supplied cryptoassets, and permit the use of such USDC to settle any fiat payments you make using the Card (and pay any fees in accordance with the Card Services Price Plan and any other charges in accordance with these Card Terms).
In each case you acknowledge that elements of the Card Services (including such settlement flows) may be undertaken by third parties on your behalf, and that you may need to enter into and comply with additional terms applicable to such third parties' services as notified to you from time to time (together, "Third Party Terms").
Ether.Fi is not responsible or liable for, and makes no representations as to any aspect of, such third party services, including their content or the manner in which they handle, protect, manage or process data or any interaction between you and the relevant third party and you irrevocably waive any claim against Ether.Fi with respect to such third party services.
6. Spending Limits and Account
Your spending limit is generally set by Ether.Fi pursuant to the terms of the Ether.Fi Terms. Issuer may additionally set spending limits on each Ether.Fi Card or an aggregate spending limit across all Ether.Fi Cards, at its sole discretion. Ether.Fi 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 Ether.Fi Card may reduce your spending limit by a corresponding amount.
When you use Ether.Fi 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.
6. Purchases & Restrictions
6.1 Card Usage
The primary purpose of your Account is for personal expenses. Ether.Fi 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.
6.2 Restricted Transactions
Cash-like transactions include, but are not limited to, the following 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; and
Making a payment using a third-party service including bill payment transactions not made directly with the merchant or their service provider.
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 "ether.Fi Prohibited Activities List" and that you will not engage in any such activities when using the Services or the Ether.Fi Card.
You acknowledge and agree that you will not use the Ether.Fi Card:
For any expense which is not an expense incurred by you;
For any purpose prohibited by these Card Terms;
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 activities not permitted for personal, family, or household use.
6.3 Card Security
You will use all reasonable means to protect your Ether.Fi Cards and log-in credentials to the Ether.Fi Account from unauthorized use. You will not allow any other person or third party to use the Services or the Ether.Fi Card on your behalf. You will immediately notify us where you know or suspect that access to your Ether.Fi Account has been compromised or your Ether.Fi Card has been lost, stolen, or compromised in any way.
7. Payments
7.1 Promise to Pay
While you will generally repay Ether.Fi 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 Ether.Fi, including all purchases, interest, and charges charged to your Account. You are obligated to repay Ether.Fi 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.
7.2 Periodic Statements
You are responsible for payment in full of all Charges and Fees. Your Ether.Fi 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 Ether.Fi Account. Periodic Statements may be made accessible to you on your Ether.Fi 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.
7.3 Repayments
Where applicable, you may make a repayment for a balance on one or more of your Ether.Fi Cards by any means that are permitted by Ether.Fi and as provided in your Ether.Fi Account.
Any failure to pay the full amount owed to Ether.Fi 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.
7.4 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.
8. Ether.Fi Protocol
Ether.Fi Cash facilitates access to overcollateralized credit through decentralized borrowing protocols. Credit limits and borrowing eligibility are determined by smart contract parameters and protocol-level criteria, as described in the Ether.Fi protocol terms and conditions. Issuer does not originate or extend credit to you in connection with Ether.Fi protocol services but instead issues a Card that you may use to access credit extended through decentralized borrowing protocols. The Ether.Fi protocol is solely responsible for its facilitation of credit services. Issuer has no responsibility for, and does not in any way participate in, the Ether.Fi protocol credit transaction.
You understand that by using the Card you are agreeing that Issuer does not have any affiliation or liability related to any interactions between you and the Ether.Fi protocol. The Ether.Fi protocol services, and your access and use of those services, are governed by your separate terms of service for the Ether.Fi app or the Ether.Fi protocol and you acknowledge Issuer is not a party to either of those Agreements. By using the Ether.Fi app, you understand that you are not buying or selling digital assets from either the card Issuer, or Ether.Fi SEZC. You understand that Issuer is not affiliated with and has no relationship to the Ether.Fi protocol or any assets linked to the Ether.Fi protocol. Any fees associated with the Ether.Fi protocol accrue to the Ether.Fi protocol and neither Issuer nor Ether.Fi SEZC have control over those fees. You also agree, and understand that Issuer does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents.
You acknowledge and agree that you will access and use the Services of the App, including, without limitation, the Ether.Fi protocol at your own risk and will not hold Issuer or its affiliates responsible for any interaction with the Ether.Fi protocol. Should you have any issues with a transaction that is not a Card purchase, you should refer to your terms of service with either the Ether.Fi app or the Ether.Fi protocol. Should you have any issue with a transaction completed with your Card, please contact Issuer through the customer service channels listed in your cardholder agreement.
The Ether.Fi Card is issued by Third National pursuant to a license from Visa. Issuer is not a party to any agreement with Ether.Fi protocol.
9. Fees
Subject to applicable law you agree to pay the following fees:
We will disclose any Fees to you when you are approved for a Ether.Fi Card through your Ether.Fi 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.
9.1 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. 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.
10. 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. based in a currency other than USD), 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 transactions made using the Ether.Fi Cash credit card will incur a 1% foreign transaction fee. This fee applies to purchases made in currencies other than USD and will be automatically added to the transaction amount at the time of settlement.
11. Managing Your Ether.Fi Cards
11.1 Requesting and Replacing Cards
We or the Issuer may decide not to grant requests for Ether.Fi Cards or limit the number of physical or virtual Ether.Fi Cards provided to you.
You are responsible for securing Ether.Fi Cards, account numbers, and Ether.Fi Card security features. You will promptly notify us and take appropriate measures to prevent unauthorized transactions when an Ether.Fi Card is lost, stolen, breached, or needs to be replaced. In such cases, you may request the issuance of replacement Ether.Fi Cards through your Ether.Fi Account. Replacement Cards may have new account numbers that could require you to update the Ether.Fi Card on file for any scheduled or recurring payments. You are solely responsible for updating Ether.Fi Card information stored with merchants where account numbers have been changed.
11.2 Permitted and Unauthorized Use
You may only use Ether.Fi Cards for bona fide personal charges and transactions.
You agree to establish and maintain controls designed to ensure that the Ether.Fi Cards are only used by you for purposes and in compliance with these Card Terms, any Ether.Fi terms, and applicable law. You are responsible for Charges and transactions made by any person given access to Ether.Fi Cards even if they are not the person associated with or named on the Ether.Fi Card.
Ether.Fi, 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.
11.3 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@ether.fi. 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 Ether.Fi Card is lost or stolen or you believe someone is using your Ether.Fi Card or your Ether.Fi Account without your permission.
11.4 Unauthorized Payments and Refunds
In case of an unauthorized payment or where we have incorrectly executed a transaction, upon your request, we will, without delay, refund to you the fiat-denominated amount of the transaction. However, you will not be entitled to a refund:
Where your Card is lost, stolen or misappropriated;
If you have acted fraudulently;
If the payment transaction was unauthorized but you have deliberately or negligently compromised the security of your Card or otherwise failed to comply with your obligations to use your Card in accordance with the Card Terms; or
If you do not inform us about the unauthorized or incorrectly completed transaction without undue delay.
In such circumstances you will still be responsible for any such transactions and you will be required to reimburse Ether.Fi for all resulting damages and expenses (including amounts payable under applicable Third Party Terms).
12. 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 Ether.Fi 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 Ether.Fi 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 Ether.Fi Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Ether.Fi Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.
You may claim a refund for a transaction that you authorized provided that:
Your authorization did not specify the exact fiat-denominated amount when you consented to the transaction;
The fiat-denominated amount of the transaction exceeded the amount that you could reasonably have expected it to be (taking into account your previous spending pattern using the Card Services and the circumstances of this case); and
You requested a refund from us by contacting us at support@ether.fi within 30 days of the date the transaction took place.
When you request a refund, we may require you to provide us with evidence to substantiate your claim. Depending on whether your refund request is accepted or refused, we will either:
Refund you promptly after receiving your claim for a refund or, where applicable, after receiving any further information we requested. The refund will be equal to the fiat-denominated amount of the relevant transaction; or
Provide you with reasons for refusing the refund.
13. Communications and Call Recording
You authorize Ether.Fi, 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 privacy@ether.fi 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 privacy@ether.fi 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.
14. Termination
14.1 Termination by Us for Cause
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.
14.2 Termination by Us Without Cause
We may terminate your access to the Card Services and the Card Terms without cause, by providing you no less than thirty (30) days' notice.
14.3 Termination by You
You may cease to use the Card Services and deactivate your Card, by providing us no less than thirty (30) days' notice. In this case, the Card Terms will automatically terminate on the date that your Card is deactivated.
14.4 Effect of Termination
We will cease any suspension of the Card Services as soon as reasonably practicable after the trigger for the suspension ceases to apply.
Where we suspend or terminate the Card Services, the Card Terms other than as a result of your breach, we will issue a pro-rated refund of any subscription payments you paid in advance that relate to the period of suspension or the period following termination (as applicable).
Upon termination of the Card Terms, you will not have any further use of or access to the Card Services. Termination does not relieve you of your responsibility to pay amounts owed to us or others. All sections which by their nature should survive the termination of the Card Terms will continue to apply following the termination date. If we terminate the Card Terms as a result of your breach, you are prohibited from re-registering for the Card Services under a different name.
15. 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.
16. Remedies
In the event of your default under these Card Terms, we may, subject to applicable law (including any applicable notice requirement):
Declare all or any portion of your outstanding Account balance to be immediately due and payable;
Instead allow you to repay your Account balance by paying the minimum payment due each billing cycle, without waiving any rights under subsection (1); and/or
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.
17. 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.
18. 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.
19. 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 Ether.Fi 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.
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.
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.
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.
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.
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.
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.
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.
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.
Indemnity:
You will indemnify and defend each of Ether.Fi 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 Ether.Fi 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. Ether.Fi 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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