Stablecoin-backed Card Terms and Conditions

1. General.

1. Card Type. The Stablecoin-backed Card is a prepaid or debit payment instrument and is not a debit card that is linked to a bank account, credit card or charge card. Nium does not extend credit or overdraft facilities. Nium partners with the Platform Provider who provides to you the stablecoin services, including the custody and issuing of any digital asset wallet, as may be agreed between you and the Platform Provider. Nium is not involved in and is not responsible for any processing or transacting of your stablecoin assets and the Stablecoin-backed Card issued to you is enabled for fiat spend only.
2. Cardholder Type. Where you are an individual consumer, the Card is for personal use only and must not be used for business purposes unless expressly permitted by the Platform Provider. Where you are a corporate entity, the Card may be used for approved business purposes by your Card Users and not for personal use.

2. Stablecoin-backed Card User.

1. The Stablecoin-backed Card is our property. We may recall or replace any Stablecoin-backed Card issued to you or a Representative at any time in our sole discretion. We will notify the Platform Provider if we must recall or replace any Stablecoin-backed Card. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons for any such recall or replacement.
2. Our right to refuse to issue a Stablecoin-backed Card. You may request for the issuance of any number of Stablecoin-backed Cards to your Representatives. We may refuse to issue a Stablecoin-backed Card to you or a Representative at our sole discretion. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons for any such refusal.
3. Corporate Customers. Where the Customer is a corporate entity, Card Users means the individuals authorized by the Customer (including employees, officers, or other authorized representatives) to use a Card. The Customer is solely responsible for: (i) designating and revoking Card User authorizations; (ii) ensuring each Card User complies with these Terms; and (iii) all Card Transactions made by Card Users, whether or not authorized by the Customer. Nium is not responsible for verifying the scope of any Card User's authority.
4. Replacement Card. If your Stablecoin-backed Card has been lost, stolen, compromised, misappropriated or damaged, you can request a replacement through the Platform Provider. We may charge a fee for any replacement Stablecoin-backed Card.
5. Inactive Stablecoin-backed Card. If a Stablecoin-backed Card remains inactive for a period of twelve (12) months, meaning no transaction has taken place via the Stablecoin-backed Card, we may designate the Stablecoin-backed Card as “Inactive”. Once the Stablecoin-backed Card has been designated as Inactive, we may terminate the Stablecoin-backed Card by giving you seven (7) days’ notice.

3. Using the Stablecoin-backed Card.

1. Using the Stablecoin-backed Card. You undertake to use the Stablecoin-backed Card to make payments (in accordance with these Stablecoin-backed Card Terms and Conditions) for goods and/or services to any third party that accepts payment card network branded Stablecoin-backed Cards as a mode of payment.
2. The validity period of the Stablecoin-backed Card. The Stablecoin-backed Card will be valid for the period stated on the Stablecoin-backed Card. Before expiry of such Stablecoin-backed Card, you may be asked to renew the Stablecoin-backed Card. If you do not wish to renew the Stablecoin-backed Card or fail to renew it prior to the expiry date, the Stablecoin-backed Card shall expire on the date stated on the Stablecoin-backed Card and you will not be able to use it.
3. We do not guarantee acceptance of the Stablecoin-backed Card. We do not guarantee or undertake that any third party will accept the Stablecoin-backed Card as a mode of payment for goods or services provided to you. We are also not liable to you for any Losses or damage caused by any goods or services purchased using the Stablecoin-backed Card or if any third party refuses to accept the Stablecoin-backed Card as a mode of payment.
4. Processing of payments made with the Stablecoin-backed Card. When a payment is made using the Stablecoin-backed Card, we will be entitled to assume that you have authorized such transaction.
5. Restrictions on the use of the Stablecoin-backed Card. We will only process a payment utilizing the Stablecoin-backed Card if:
   1. you have a sufficient Available SBC Balance to cover the payment transaction (plus any applicable fees);
   2. it is not in connection with: (A) any MCC listed in Schedule 1 to these Stablecoin-backed Card Terms and Conditions; or (B) any activities or transactions prohibited by any laws (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the United Kingdom government, the European Union or the United Nations);
   3. it has not exceeded the relevant transaction limit set by the Platform Provider;
   4. we are satisfied that the security of the Stablecoin-backed Card has not been compromised and the Stablecoin-backed Card has not been used in a fraudulent or unauthorized manner;
   5. you do not owe us any outstanding fees; and
   6. you have complied with all your obligations under these Terms.
6. Currency of transactions. If we receive a payment transaction for processing in a currency which is not a Supported Currency, we will debit your Available SBC Balance by an amount equal to the transaction amount converted into the applicable Supported Currency at the applicable exchange rate plus any applicable mark-up. You can request details of the exchange rates by contacting the Platform Provider.

4. Security of the Stablecoin-backed Card.

1. Activating your Stablecoin-backed Card. As part of the activation process, you may be asked to create security credentials to enable the use of your Stablecoin-backed Card.
2. When you must freeze your Stablecoin-backed Card and notify the Platform Provider. You must freeze your Stablecoin-backed Card within the Platform or notify the Platform Provider immediately if: (i) your Stablecoin-backed Card is lost or stolen; (ii) you believe the security of your Stablecoin-backed Card has been compromised; (iii) your Stablecoin-backed Card is damaged or not working properly; (iv) your Stablecoin-backed Card has been retained by an ATM; and/or (v) you have identified an unauthorized transaction made using your Stablecoin-backed Card. You may be asked to provide details of the issues reported by you, and any supporting documentation, such as a copy of a police report to confirm the theft of your Stablecoin-backed Card. If you have not frozen your Stablecoin-backed Card, we will suspend it after receipt of your notification and successful verification of your identity.

5. Available SBC Balance

1. Available SBC Balance. Your Available SBC Balance is determined solely by the Platform Provider based on its own records. Nium does not independently determine, verify, or guarantee it.
2. Transaction authorization. Nium acts on the Platform Provider's authorization decisions in real time; if the Platform Provider declines a transaction, Nium will decline it regardless of any funds the Platform Provider may hold on your behalf.
3. Platform Provider arrangements. Your Available SBC Balance generally reflects the value of funds you have transferred to the Platform Provider under your separate agreement with it (the “Platform Provider Agreement”), subject to any fees or deductions applied by the Platform Provider. Nium has no ability to verify the Platform Provider's calculation in this regard.
4. Platform availability. Nium does not guarantee continuous availability of the connection to the Platform Provider’s services; where it is unavailable, Nium may decline transactions without liability.

6. Platform Provider Agreement.

1. Stablecoin-backed Card limit. Your Stablecoin-backed Card spend limit is determined by the amount (whether it is fiat or digital payment tokens, including stablecoin) you have transferred to the Platform Provider as stipulated under the Platform Provider Agreement.
2. Relationship with the Platform Provider. The Platform Provider Agreement is entirely separate from these Terms. Nium is not a party to, has no oversight of, and accepts no responsibility for:
   1. any failure by the Platform Provider to credit your Available SBC Balance;
   2. the value, convertibility, or liquidity of any stablecoin or digital payment token transferred to the Platform Provider;
   3. any loss of funds held by the Platform Provider (including as a result of stablecoin depegging, smart contract failure, Platform Provider insolvency, or regulatory action);
   4. any fees, costs, or losses arising from the Platform Provider Agreement; or
   5. any representations made by the Platform Provider about the Platform Provider Agreement.
3. Disputes under the Platform Provider Agreement. Disputes about the Platform Provider Agreement should be raised with the Platform Provider directly.
4. Nium is not an agent. The Platform Provider is not Nium's agent in respect of the Platform Provider Agreement.

7. Refunds and Chargebacks.

1. Refunds from merchants. If you have made a payment with the Stablecoin-backed Card and wish to request a refund for the payment, you should contact the merchant who accepted your payment and request a refund from them. If they agree to issue you with a refund, we will credit the refund amount to the Stablecoin-backed Card as soon as we receive the refunded amount in full from the merchant.
2. Chargebacks in respect of disputed transactions using the Stablecoin-backed Card. If you wish to dispute a transaction made using the Stablecoin-backed Card (“Chargeback”), we may submit a request for a Chargeback to the payment card network on your behalf. If the Chargeback is resolved in your favor, we will credit the amount of the Chargeback to the Stablecoin-backed Card as soon as we receive the refunded amount. All Chargeback claims must be raised within 90 days of the date of the transaction. Unless otherwise stated in these Terms or required by applicable laws, you will lose your right to request a Chargeback if you raise your dispute more than 90 days after the date of the transaction. Unless we are required to process a Chargeback request under any applicable laws or regulations, we will be entitled to refuse to process a Chargeback request at our sole discretion (including if we believe that the transaction was properly authorized and the merchant properly delivered the applicable goods or services).
3. Refunds, Chargebacks credited to your Stablecoin-backed Card made in error. If any refund, Chargeback or any other amount has been credited to the Stablecoin-backed Card in error (for example if a refund is issued more than once for the same transaction) or as a result of our investigation, we discover that the disputed transaction was authorized appropriately, we will be entitled to deduct such amount from the Stablecoin-backed Card. You agree to any such deductions being made by us.
4. You must assist us in relation to any refunds and Chargebacks. If you make a request for a refund or Chargeback in respect of a disputed transaction, you will need to cooperate with us fully and provide all information and documentation that may be necessary to support the refund and Chargeback process.

SCHEDULE 1

PROHIBITED TRANSACTIONS FOR STABLECOIN-BACKED CARD