International Card Terms & Important Disclosures
Last Updated: January 9, 2026
These International Card Terms & Important Disclosures (“Card Terms”) are a binding agreement between you (“you” or “your”) and Nimbus, LLC a Delaware U.S. corporation and its affiliates, successors, and assigns (“Issuer,” “we,” “us,” or “our”) that govern your use of the Tria Spend Card (the “Card”) including the process for obtaining and managing the Card, access to which is provided to you by Threely Dimensions Inc. (“Tria”).
Important Disclosures
Rates, fees, and other important information about your Card are set forth in these Important Disclosures, effective as of 31 Oct, 2025 (the “Fee Disclosure Date”).
| Interest Rates and Interest Charges | 0% |
| Annual Percentage Rate (APR) for Purchases | 0% |
| Your Card is currently 0% interest on all purchases. Issuer reserves the right to implement interest in the future, for new purchases. We will disclose any changes to these Card Terms prior to the introduction of interest and other charges associated with your Card. Tria does not set interest rates but may provide notices to you on behalf of the Issuer. |
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| Annual Fee |
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| Transaction Fees |
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| Penalty Fees |
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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, UNDERSTAND, AND AGREE TO THESE ISSUING TERMS.
International Card Terms
Background
The Card and card program are issued by the Issuer in connection with your status as a Tria customer. Tria facilitates online access to the Card. The Issuer establishes your credit limit. Tria may apply program-level spending controls based on your Collateral and account status. Your use of the Card is subject to these Card Terms, the Prohibited Use Policy, and all other applicable agreements, policies, notices, or disclosures.
You understand that you have access to the Card only to the extent authorized by the Issuer and Tria. You acknowledge and agree that you are obligated to repay the Issuer for all transactions and charges on your Card account provided by the Issuer (“Account”), subject to these Card Terms. Tria is not the creditor under these Card Terms or otherwise and does not extend credit to you.
Certain information regarding how the Issuer or Tria collect, use, and handle your information are included in the Issuer’s Account Opening Privacy Notice and Privacy Policy currently accessible at https://legal.raincards.xyz/legal/privacy-policy, and Tria’s Privacy Policy. Carefully review the information included in these documents carefully and contact Tria if you have questions. If you open, use, or maintain a Card or Account you consent to and direct the Issuer to share information related to your transactions like receipt information.
The Card is issued by the Issuer under license from Visa. The costs, fees, and other amounts related to the Card are accurate as of the Fee Disclosure Date and may change after such date. You can send an email to Tria at [email protected] to find out what cost details may have changed.
Issuer reserves the right to amend these Card Terms at any time with or without notice.
By continuing to use the Card after such changes, you agree to the revised terms. The “Last Updated” date above shows when these Card Terms were last updated.
Important Definitions
As used throughout these Card Terms, the following terms have the following meanings.
● “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 the Card.
● “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 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 and/or Tria.
1. Accepting this Agreement & Eligibility
These Card Terms become effective and legally binding when you activate or create your Card by following the instructions on the Tria platform. You and we agree to comply with, and be bound by, these Card Terms. You should retain and carefully review these Card Terms. By creating a Card, you agree to the Arbitration Clause below as it pertains to these Card Terms, even if you do not use the Account or Card.
By using a Card, you represent and warrant in your individual capacity the following.
● You are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Department of Treasury’s Office of Foreign Asset Control (OFAC).
● You will use the Card exclusively for purposes permitted by these Card Terms.
● All information you provide to us, either directly or through Tria, is and will be true, correct, and complete.
● You will use the Card for personal, family, or household purposes.
● You will only use the 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 agree and accept that the Issuer and/or Tria reserve the right to, directly or through a third party, request and validate information that you provide.
● You attest that you were not solicited for this product.
● You agree and accept that the Card may not be available in all jurisdictions. By using the Card, you confirm that your local, state, federal or other law governing your use of the Card permits collateral-backed spending accounts involving digital assets.
Nigeria 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 Tria and Tria will be responsible for providing customer service support via contact at [email protected].
2. Issuer Terms
The Issuer is the creditor responsible for funding your payments for goods and services your purchase at a merchant through your Card and based on information provided by Tria and other third parties. Please note that the Issuer may require you to accept additional terms in addition to the agreements you have with Tria, and your use of the Card will then also be subject to such additional terms. In the event of conflict between such additional terms and these Card Terms, these Card Terms shall prevail.
3. Collateral
Either the software application you connect to the card program (“Linked Wallet”) or any Additional Wallets may provide the collateral that will secure the Charges made by you on any Card (the “Collateral”). The Collateral will be in the form of a digital asset. Issuer reserves the right to designate which forms of Digital Assets may be used as Collateral and reserves the right to decline a form of Collateral if it does not meet our updated policies, guidelines, or requirements.
A “Liquidation Event” will occur: (a) if you have an outstanding payment obligation to the Issuer and has not been paid in full by you within one (1) calendar day; or (b) the Market Value of your Collateral drops below the value of the existing charges on your Card(s) and you do not add additional Collateral. The Issuer may allow for an additional grace period at our discretion.
“Market Value” of the Collateral will be determined by the Issuer and/or Tria using the net redemption value provided by a centralized stablecoin issuer and/or the real time price posted on a reputable and recognized exchange or price aggregator, or by reference to a price oracle, subject to Tria or the Issuer’s discretion. You agree that the market value of your Collateral is determined by Issuer and/or Tria through the above methods. You further agree that the Market Value is determined at the time of a Liquidation Event and any change in or fluctuation in value of the Collateral before or after a Liquidation Event will have no bearing on obligations owed to the Issuer.
You, through one or more of your Linked Wallet or Additional Wallets, will be required to post Collateral that has Market Value in United States Dollars (“USD”) equal to each dollar that is charged to all of your Cards. For example, if you provide digital assets with a Market Value equal to $100 of value in USD, and that Market Value does not change, your spending limit will be equal to $100 USD across all your Cards. Once $100 USD has been charged to your Cards, you will be required to provide additional Collateral for any incremental Charges. If the Market Value of your Collateral goes below $100 USD and you have $100 USD in charges, you may be subject to a Liquidation Event. If the Market Value of your Collateral is subject to a Liquidation Event when the Market Value is below your existing charges, you still owe the Issuer any difference between the USD value of the Charges and the USD value of the Collateral at the time of liquidation.
Your withdrawal of any Collateral will not terminate any outstanding payment obligations you may have on your Cards.
Tria or Issuer will not, in any circumstance, be holding custody of your Collateral. Tria or Issuer is not a custodian or owner of your Collateral. If a Liquidation Event occurs, only the amount required to repay your outstanding financial obligations to Issuer will be liquidated from your Collateral. Any unencumbered Collateral balances shall remain freely accessible. You authorize and consent to the Issuer’s liquidation of your Collateral upon a Liquidation Event through a third party or by other means in order to satisfy payment obligations owed by you to the Issuer or other third party, as applicable.
4. Spending Limits
Your spending limit is generally set by the Issuer and/or Tria pursuant to these Card Terms and the amount of Collateral in your Linked Wallet. Issuer may additionally set spending limits on each Card or an aggregate spending limit across all Cards, at its sole discretion (subject to a prior written notice to Tria). Your 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 Card may reduce your spending limit by a corresponding amount.
When you use a 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.
5. Purchases & Restrictions
Tria 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). The Issuer and Tria 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:
- purchasing traveler’s checks, foreign currency, money orders, wire transfers, cryptocurrency, other similar digital or virtual currency and other similar transactions;
- purchasing lottery tickets, casino gaming chips, racetrack 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.
Tria and the Issuer 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. Tria and/or Issuer 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 Use Policy and that you will not engage in any such activities when using the Card.
You acknowledge and agree that you will not use the Card: (a) for any expense which is not an expense incurred by you; (b) 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 are solely responsible for any losses, charges, or regulatory consequences resulting from your use of the Card in violation of these Card Terms. Tria and/or the Issuer reserve the right to report prohibited activity to relevant authorities.
You will use all reasonable means to protect your Cards and log-in credentials to the Account from unauthorized use. You will not allow any other person or third party to use the Card on your behalf. You will immediately us where you know or suspect that access to your Account has been compromised or your Card has been lost, stolen, or compromised in any way.
6. Payments
6.1 Promise to Pay
You promise to pay Issuer or its assignees for all amounts charged to the including all purchases, interest, and charges charged to your Account, for all transactions made using the Card, whether by you or by people you have authorized to use the Card even if their use of the Card exceeds the authorization which you gave them.
6.2 Periodic Statements
You are responsible for payment in full of all Charges and Fees. Your 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 Account. Periodic Statements may be made accessible to you on your 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. Your failure to get a Periodic Statement will have no bearing on your obligations and the Issuer may still liquidate your Collateral per Section 3 of these Card Terms.
6.3 Repayments
Where applicable, you may make a repayment for a balance on one or more of your Cards by any means that are permitted by us and as provided in your Account.
Any failure to pay the full amount owed to the Issuer, 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. Balances in your Linked Wallet or Additional Wallet may be used as a source of funds for repayment for any spending on your Card, and you expressly authorize the use of your Linked Wallet or Additional Wallet for repayment any time you use your Card for purchases, subject to the liquidation provisions in these Card Terms.
6.4 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.
7. Fees
We will disclose any Fees to you when you are approved for a Card through your Account, by updating these Card Terms, or through Tria’s online platform. We may update, add, or change Fees upon 30 days’ notice to you. You are responsible for Fees in addition to Charges.
Subject to applicable law you agree to pay the following fees:
● Fees we assess may include interest or other finance related charges, periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, low transaction fees, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for late payments, fees for Liquidation Events, or other fees we disclose to you.
● Late Payment Fee. We may charge you this Fee if we do not receive your payment in time to credit it by the due date shown on your Periodic Statement. We will post and treat this Fee as a Purchase transaction.
● Additional Fees. We may charge fees for special services you request in accordance with applicable law.
● 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: (a) 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 (b) 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%.
8. Managing Your Card
8.1 Requesting and Replacing Cards
We or Tria may decide not to grant requests for Cards or limit the number of physical or virtual Cards provided to you.
You are responsible for securing Cards, account numbers, and Card security features. You will promptly notify us and/or Tria and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, you may request the issuance of replacement Cards through your Account. Replacement Cards may have new account numbers that could require you to update the Card on file for any scheduled or recurring payments. You are solely responsible for updating Card information stored with merchants where account numbers have been changed.
8.2 Permitted and Unauthorized Use
You agree to establish and maintain controls designed to ensure that the Card is only used by you and your permitted authorized users for bona fide purposes and in compliance with these Card Terms and applicable law. You are responsible for Charges and transactions made by any person given access to Cards even if they are not the person associated with or named on the Card.
Tria, Issuer, Card Networks, or other intermediary third-party service providers (including merchant acquirers) may deny or reverse Charges for any reason. Tria and Issuer is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.
8.3 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 Tria and us promptly by emailing Tria at [email protected]. You will not be liable for any unauthorized use that occurs after you notify Tria at the above email. You may, however, be liable for unauthorized use that occurs before receipt of your notice as provided herein. You have an obligation to assist Tria and us in our investigation if your Card is lost or stolen or you believe someone is using your Card or Account without your permission.
9. 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 Account. You must report any disputed Charge or error no more than 60 days after the disputed Charge is posted on your Periodic Statement. Tria and/or Issuer may require additional details on the transaction and the review of your disputed Charge will be conditioned on you providing all of the information that Tria and/or Issuer may require to review the disputed Charge.
You understand that the 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 Account on either the current or a future Periodic Statement. Issuer may impose Fees, reduce your spending limits, or suspend access to your Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.
10. Termination
Subject to applicable law, Tria and/or Issuer may suspend, revoke or cancel your Account privileges, your right to use the Card or deny any transaction, in their sole discretion at any time, with or without cause and with or without giving you notice as may be permitted by applicable laws. Any termination of credit privileges, whether initiated by Issuer 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 the demand made by the Issuer or upon termination of credit privileges, you agree to surrender your Card to Tria 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.
11. Change of Terms
Subject to applicable law, Issuer 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 their respective anti-fraud policies and procedures, your level of compliance with these Card Terms, prevailing economic conditions and/or any other factors. Tria and/or Issuer will give you notice of any change, addition or deletion as required by applicable law. As of the effective date, the changed terms, at Issuer’s option, will apply to new purchases and the outstanding balances of your Account, to the extent permitted by applicable law.
12. Remedies
In the event of your default under these Card Terms, the Issuer 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 Tria and/or Issuer are charged in connection with such action by any attorney who is not their 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.
13. Delay in Enforcement
Issuer may at any time and in its sole discretion delay or waive enforcing any of their rights or remedies under these Card Terms or under applicable law without losing any of those or any other rights or remedies. Even if Issuer does not enforce its rights or remedies at any one time, it may enforce them at a later date. For example, late payments may be accepted without losing any of Issuer’s rights under these Card Terms.
14. Communications and Call Recording
You authorize Tria, 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 [email protected] with the subject line “END COMMUNICATIONS” and a detailed description of your request. You may opt-out of receiving most of these messages at any time by sending a request 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.
15. 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.
16. 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. TRIA IS THE TECHNOLOGY PROVIDER FOR THE CARD BUT IS NOT THE ISSUER, CREDITOR OR LENDER. EXCEPT FOR TRIA’S RIGHTS UNDER THIS AGREEMENT, TRIA IS NOT A PARTY TO THIS AGREEMENT AND HAS NO LIABILITY FOR THE ISSUER’S OBLIGATIONS UNDER IT. ANY DISPUTE YOU MAY HAVE WITH TRIA RELATING SOLELY TO SERVICES PROVIDED TO YOU UNDER YOUR SEPARATE TERMS WITH TRIA WILL BE RESOLVED IN ACCORDANCE WITH SUCH TERMS.
16.1 Binding Arbitration
You and the 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: (a) these Card Terms (including any addenda hereto or other terms incorporated herein by reference); (b) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the Card Terms to arbitrate hereunder; or (c) the Card.
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.
16.2 Arbitration Procedure
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”) Notifying Party’s 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.
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.
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(c) above. 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’s users as reasonably determined by each 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.
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.
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.
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.
16.3 Small Claims
Notwithstanding your and this agreement to arbitrate Disputes, You and Issuer retain the right to bring an individual action in small claims court.
16.4 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.
16.5 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.
16.6 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. 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.
16.7 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.
16.8 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.
16.9 Indemnity
You will indemnify and defend each of Tria 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: (a) arising out of, in connection with, related to, or as a result of, a breach by you of any of the representations, warranties, covenants, or agreements contained in these Card Terms, any terms applicable to any third party provider or any other agreements that otherwise relate to the use of the Card; (b) for your violation of applicable law in connection with your Account or Card; (c) for your fraudulent or willfully wrongful acts or omissions in using the Card or Account; or (d) for disputes over charges between Issuer and merchants. The Indemnitees may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse the Indemnitees 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.