Krak Spend Card

Cardholder Terms and Conditions

IMPORTANT NOTICES: PLEASE READ BEFORE ACCEPTING THESE TERMS

(1) The Krak Spend Card is a credit card. It is issued by Reap Borderless MX, S.A. de C.V. (the “Issuer”), a company incorporated in Mexico, under a revolving credit agreement set out in Clause 7 and governed by Mexican law. Each Card Transaction is a use of credit that the Issuer grants to you with its own resources.

(2) In the normal course, you do not make payments to the Issuer directly. When a Card Transaction is cleared, the eligible assets in your Krak Account are applied through Payward Trading Ltd. (“PTL”), and the amount you owe is assumed by PTL (or another Payward group entity approved by the Issuer), which releases you, as described in Clause 7. Digital assets reserved for a Card Transaction secure the amount you owe until it is settled.

(3) The Issuer is not a bank, a financial technology institution (institución de tecnología financiera) or any other financial entity authorized by the Mexican financial authorities. The Issuer is not authorized to, and does not, take deposits or other funds from the public, issue electronic payment funds (fondos de pago electrónico), or issue debit cards, prepaid cards or any other instrument for storing value. The Krak Spend Card is not linked to any deposit account, and the Issuer does not receive, hold or safeguard money or digital assets for you.

(4) The Issuer is registered with the Mexican Tax Administration Service (Servicio de Administración Tributaria) as a reporting entity under the LFPIORPI, for the vulnerable activities it carries out. That registration relates only to anti-money-laundering obligations. It is not an authorization to provide financial services, and it does not mean that any Mexican authority supervises, approves or guarantees the Krak Spend Card or the Issuer.

(5) Neither the Krak Spend Card nor your Krak Account is a bank deposit. They are not insured by the Mexican Institute for the Protection of Bank Savings (IPAB) or by any other deposit-protection or investor-protection scheme in Mexico.

(6) Your Krak Account is provided by PTL, a company incorporated in the British Virgin Islands, under separate terms between you and PTL. The Issuer is not a party to those terms and does not provide, hold or operate your Krak Account. PTL is not a Mexican financial entity and is not authorized by the Mexican financial authorities.

(7) Digital assets are not legal tender in Mexico and are not backed or guaranteed by any government or central bank, including the Bank of Mexico. Their value can fall sharply and quickly, transactions with them may be irreversible, and you may lose some or all of their value. A fall in the value of your digital assets may reduce the amount you can spend with the Krak Spend Card and, under the Krak Terms, may leave you owing PTL an amount that must be paid from other assets.

(8) The Krak Spend Card is not offered or available to residents of Mexico, and it is not marketed in Mexico. If you are, or become, resident in Mexico, you must not apply for or use the Krak Spend Card and you must tell PTL promptly (see Clause 3).

1. INTRODUCTION

1.1. These Cardholder Terms and Conditions (“Terms”) govern the Krak Spend Card, the credit that the Issuer grants to you for its use, and your use of and access to the Services (as respectively defined below). The Services are provided to you by Payward Trading Ltd. (“PTL”) as Distributor, and your Krak Account is provided by PTL under the Krak Terms, which are separate from these Terms. The Krak Spend Card is issued by Reap Borderless MX, S.A. de C.V. (“Issuer”), a principal member of the Card Network, which also grants you the Credit Line. Your agreement in respect of the issuance, operation and use of the Krak Spend Card and in respect of the Credit Line is with the Issuer.

1.2. By signing up for the Krak Spend Card in the App, you are entering into a binding agreement with PTL and the Issuer, and shall be deemed to have read, understood and agreed to be bound by these Terms. Please take the time to read and understand these Terms before using the Krak Spend Card or the Services so that you are aware of your legal rights and obligations.

1.3. The Krak Spend Card is a credit card. It is the means by which you use the revolving credit line that the Issuer opens in your favour under Clause 7.1. The Issuer grants the Credit Line with its own resources. When you make a Card Transaction, the Issuer undertakes on your behalf the obligation to pay for it through the Card Network, and you become obliged to pay the Issuer the corresponding amount, which is settled as set out in Clause 7.

1.4. PTL is responsible to you for the Services, the App, the onboarding process, customer support and your Krak Account, and acts as the Issuer's service provider for the functions described in these Terms, including the collection of onboarding information under Clause 3.8, the confirmation of Eligible Assets under Clause 5.2 and the Transaction History under Clause 7.9. PTL also carries out the Settlement Instruction that you give it under Clause 7.3, in its own name and not as the Issuer's agent. Your payment obligations are assumed on Clearing by the Payer under Clause 7.4. The Issuer is responsible to you for the issuance of the Krak Spend Card, the Credit Line and the Reserved Issuer Functions. The Issuer does not receive, hold or store money or assets of any description for you, does not provide you with any account or facility for storing value, and does not hold any amount in your favour (see Clause 7.10).

2. DEFINITIONS

In these Terms:

“Affiliates” means, in relation to a person, any entity that directly or indirectly controls, is controlled by, or is under common control with that person. For the purposes of these Terms, PTL's Affiliates do not include the Issuer or any entity controlled by the Issuer.

“AML/CTF” means anti-money laundering and counter-terrorist financing.

“App” means the mobile application software owned and operated by PTL, available for download for Android or Apple iOS, including all content and services made available on or through the same, and any updates, upgrades, supplements, releases and versions thereof.

“Applicable Laws” means all applicable laws in Mexico, including regulations, statutes, statutory instruments, acts, orders, directives or administrative requirements in force from time to time issued by any applicable governmental agencies, regulatory authority, self-regulatory bodies, trade associations or industry bodies.

“ATM” means automated teller machines.

“Business Day” means a day, other than a Saturday, Sunday or public holiday, on which banks are generally open for business in Mexico City.

“CAM” means Arbitration Center of Mexico.

“Card” means the Krak Spend Card.

“Cardholder”, or “you/your” means the individual who is the user of the Services and/or the Krak Spend Card.

“Card Data” means the primary account number (PAN), expiration date and security code of a Krak Spend Card.

“Card Limits” means the limits applicable to the utilisation of the Krak Spend Card, as defined in Clause 4.3.

“Card Network” means the Visa payment network.

“Card Network Rules” means the bylaws, rules, regulations and guidelines issued and as amended from time to time by the Card Network.

“Card Transactions” means any transactions effected using your Krak Spend Card.

“Chargeback” means a dispute filed by the Issuer that is sent through the Card Network in accordance with the relevant Card Network Rules relating to a Card Transaction.

“Clearing” means the receipt by the Issuer, through the Card Network, of the clearing record that fixes the final amount of a Card Transaction, which normally occurs one (1) to two (2) days after authorization, and “Cleared” shall be construed accordingly.

“Credit Limit” means the maximum amount of the Credit Line, as set by the Issuer under Clause 4.3 and as reduced or restricted from time to time.

“Credit Line” has the meaning given in Clause 7.1.

“PTL” or “we/us/our” means Payward Trading Ltd., a company incorporated in the British Virgin Islands, together with its Affiliates involved in providing the App and/or the Services pursuant to these Terms.

“CVC” means the card verification code of a Krak Spend Card.

“Debt Assumption” has the meaning given in Clause 7.4.

“Digital Assets” means virtual assets (activos virtuales) held for you in your Krak Account, including stablecoins (digital units of value recorded electronically and transferable only by electronic means), whose value is referenced to a fiat currency or to another asset. For the purposes of these Terms, stablecoins are treated as virtual assets (activos virtuales) and as Digital Assets.

“Digital Wallet” means a third-party digital wallet service (such as Apple Pay or Google Pay) through which a digital or tokenized version of the Krak Spend Card may be provisioned to an eligible device, without this being construed as electronic payment funds, as it merely constitutes a card tokenization service.

“Dispute” means any dispute or controversy arising out of, relating to or in connection with the Terms, including any question regarding its exercise, validity, interpretation, performance, breach or termination, and any non-contractual disputes or claims.

“Distributor” means PTL, in its capacity as distributor of the Krak Spend Card, provider of the Services and the App, and service provider to the Issuer for the functions described in these Terms. PTL does not issue the Krak Spend Card and does not grant the Credit Line.

“Eligible Assets” means the fiat currencies and Digital Assets in your Krak Account that PTL accepts under the Krak Terms for the settlement of Card Transactions under Clause 7.

“Enabled Device” means the mobile communications or other device successfully registered by you for use in connection with the App and the Services.

“Fee Schedule” means the schedule of applicable Fees published by PTL on the App, as updated from time to time.

“Fees” means the fees and charges payable in connection with the Krak Spend Card, the Credit Line and the Services, as set out in the Fee Schedule, which identifies for each fee whether it is charged by the Issuer or by PTL.

“Force Majeure Event” means an event beyond PTL’s and/or the Issuer’s reasonable control that could not have been prevented or mitigated by reasonable precautions, contingency planning, or commercially viable alternatives, including but not limited to war, terrorism, civil unrest, governmental restrictions, natural disasters, epidemics, pandemics, internet or system failures, security breaches, cyberattacks, and power or communication disruptions.

“Instructions” means all information, instructions, communications, orders or messages (including those relating to payments, transfers or other transactions), whether automated or not, referable to you.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights law, and all similar or equivalent rights or forms of protection, in any part of the world, for their full term together with any renewals or extensions.

“Issuer” means Reap Borderless MX, S.A. de C.V., a company incorporated in Mexico, which issues the Krak Spend Card and grants the Credit Line with its own resources. The Issuer is registered with the Mexican Tax Administration Service (Servicio de Administración Tributaria) as a reporting entity in respect of vulnerable activities (actividades vulnerables) under the LFPIORPI, and is not a credit institution or other financial entity authorized by the Mexican financial authorities.

“Krak Account” means the account provided to you by PTL under the Krak Terms. The Krak Account is not provided, held or operated by the Issuer.

“Krak Terms” means the Kraken Global Terms of Service, including the Krak Spend Card Services annex, available at https://www.kraken.com/legal/global-terms, between you and PTL that govern your Krak Account and the services PTL provides to you in connection with it.

“KYC” means know-your-customer.

“LFPIORPI” means the Mexican Federal Law for the Prevention and Identification of Operations With Resources of Illicit Origin.

“Liability” means any liability that arises, howsoever caused, whether as a result of a breach of contract, tort, negligence, breach of statutory duty or otherwise.

“Losses” means any losses, liabilities, claims, suits, demands, damages, judgments, expenses (including reasonable attorneys’ fees and collection costs), orders of restitution, and penalties, including civil monetary penalties and Card Network fines and penalties.

“Marks” means the trademarks, logos, service marks, product names and other proprietary indicia as defined in Clause 13.1.

“Merchant” means a retailer, merchant or other supplier of goods and/or services which accepts payment by means of a card, card number, PIN or card and signature.

“Mexico Resident” means an individual who: (a) has his or her habitual residence in Mexico, including as shown by the residential address or other residence information collected at onboarding or in any later KYC review; or (b) is resident in Mexico for tax purposes.

“Outstanding Amount” has the meaning given in Clause 7.2.

“Payer” has the meaning given in Clause 7.4.

“Personal Data” means any information relating directly or indirectly to a living individual from which it is practicable for the identity of the individual to be directly or indirectly ascertained, that is collected, transmitted to or accessible through the Services.

“Personnel” means PTL’s employees, directors, officers, agents, contractors and/or representatives.

“PIN” means the code or number used for identification when you access information, give any Instruction or conduct any Card Transaction using your Krak Spend Card, or when you access any other Services.

“Privacy Policy” means the privacy policy of PTL, available at: https://www.kraken.com/legal/privacy.

“Krak Spend Card” means the Krak Spend card, being a virtual or physical card, which is issued to you by the Issuer.

“Reserved Assets” has the meaning given in Clause 7.3.

“Reserved Issuer Functions” means those functions that the Issuer performs and retains sole responsibility for as card issuer, namely: (a) the decision to approve or deny the provisioning of the Krak Spend Card (or any token or payment credential relating to it) to any device or Digital Wallet; (b) the suspension, deactivation, cancellation or recall of any Krak Spend Card or any provisioned or tokenized version of it; (c) the authorization, processing and settlement of Card Transactions on the Card Network; (d) the final decision to approve or decline your application for the Krak Spend Card and the Credit Line; (e) the setting, reduction, suspension and termination of the Credit Limit and the other Card Limits; and (f) any other function that Applicable Laws, Card Network Rules or the requirements of a Digital Wallet provider oblige the card issuer to perform itself.

“Restricted Jurisdictions” means the countries or jurisdictions designated by PTL and/or the Issuer as restricted from accessing or using the Services and/or prohibited for the issuance or shipment of a Krak Spend Card, or where entry into these Terms is unlawful, restricted, or requires licensing, registration or approval of any kind.

“Restricted Person” means a person who is: (a) listed on any Sanctions list; (b) located in or a resident of a country that is the target of country-wide Sanctions; or (c) otherwise a target of Sanctions.

“Sanctions” means any Applicable Laws imposing sanctions, restrictions or prohibitions on financial transactions or other business dealings administered or enforced by the Mexican and U.S. Government (including OFAC, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, and all other relevant Mexican or international sanctions authorities, including any executive orders issued in relation to the imposition of sanctions.

“Secured Assets” has the meaning given in Clause 7.6.

“Services” means the App, Site and all related features, services, content and applications which PTL and/or its Affiliates may make available to you from time to time, each of which is independent from the Issuer.

“Settlement Affiliate” has the meaning given in Clause 7.4.

“Settlement Instruction” has the meaning given in Clause 7.3.

“Site” means the website owned and operated by PTL, available at: https://krak.app/.

“Taxes” means any taxes, duties or fees incurred, required to be collected, paid or withheld by PTL and/or the Issuer for any reason in connection with your use of the Services under any Applicable Law.

“Terms” means these Cardholder Terms and Conditions, as defined in Clause 1.1.

“Third-Party Provider” means any third-party service provider, supplier, licensor, subcontractor or partner that PTL engages to assist in the provision of the Services.

“Transaction History” means the history and details of your Card Transactions and of their settlement under Clause 7.

“User Termination” means the termination of your Krak Spend Card and the Credit Line at your request, as defined in Clause 12.5.

3. ONBOARDING AND ELIGIBILITY

3.1. By signing up for the Services and/or the Krak Spend Card, you represent and warrant that:

(a) you are at least eighteen (18) years of age and have the legal capacity to accept these Terms;

(b) you have the full right, power and authority to agree to these Terms;

(d) you have read, understood and agreed to our Privacy Policy, available at: https://www.kraken.com/legal/privacy;

(e) you are not a Mexico Resident and you are not in Mexico when you apply for the Krak Spend Card; you are not a resident or tax resident of, and do not otherwise have any relevant connection with, any Restricted Jurisdiction; and you will tell PTL promptly, and in any event within thirty (30) days, if you become a Mexico Resident;

(f) you are not applying for, and will not use, the Krak Spend Card to disburse government benefits, court-ordered payments, educational funds, an employee’s pay, or insurance payments;

(g) you are not a Restricted Person;

(h) you do not currently hold a Krak Spend Card under any name or alias;

(i) you are not impersonating any other person, operating under an alias or otherwise concealing your identity;

(j) you will not use the Services and/or the Krak Spend Card if any Applicable Laws or the laws of your country of residence prohibit you from doing so;

(k) you will comply with these Terms, all Applicable Laws, the laws of your country of residence and the Card Network Rules, and will not engage in any activities deemed inappropriate by PTL or the Issuer or which are in contravention of any of those laws;

(l) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, including money laundering, terrorism financing or fraudulent activities, or in any manner that interferes with the normal operation of the Services;

(m) you fully understand and accept the risks associated with using the Services and the Krak Spend Card, including the risks of Digital Assets described in the Important Notices at the beginning of these Terms;

(n) you will not use the Services or the Card to: (i) conduct electronic spamming; (ii) upload content containing viruses, malicious codes, or immoral or illegal content; (iii) infringe the intellectual property rights of PTL, its Affiliates, the Issuer or any third party; or (iv) damage, disable, impair or compromise the App or the provision of the Services, or interfere with other users or affect the reputation of PTL, its Affiliates or the Issuer;

(o) you will not modify, disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the Services or any component thereof;

(p) you acknowledge and agree that the Krak Spend Card is a credit card issued by the Issuer, that each Card Transaction is a use of the Credit Line granted to you by the Issuer, and that the Issuer does not take deposits, does not issue prepaid cards or electronic payment funds, and does not hold or administer your money or assets; and

(q) you have read and understood the Important Notices at the beginning of these Terms.

3.2. You agree to provide all information and/or documents requested by PTL and/or the Issuer (including those required for compliance with Applicable Laws) from time to time.

3.3. You agree to cooperate with all requests made by PTL, the Issuer and/or any of their respective Third-Party Providers in connection with your Krak Spend Card and your use of the Services, including to identify or authenticate your identity or validate the source of your assets or your transactions.

3.4. The Issuer makes the final decision on your application for the Krak Spend Card and the Credit Line. PTL is entitled, in its sole discretion, to refuse your application for, or to suspend, terminate or limit your use of, the Services, and/or to change the eligibility criteria for registration at any time.

3.5. PTL and/or the Issuer may confidentially verify any information you provide, or may obtain information about you through Third-Party Providers from secure databases. By agreeing to these Terms, you consent to such verifications being carried out.

3.6. You must ensure that all information provided to PTL, the Issuer and/or any of their Third-Party Providers is accurate and kept up to date. Failure to maintain accurate information or to complete any verification step may result in your inability to use the Services.

3.7. You acknowledge and agree that the Krak Spend Card is a credit card issued under the Credit Line, that it is not linked to any deposit account, and that neither the Krak Spend Card nor the Credit Line constitutes a deposit, prepaid card, electronic payment funds, custody arrangement or stored value facility.

3.8. PTL collects your identification information and onboarding documents, and carries out customer due diligence, on behalf of the Issuer, as the Issuer's service provider, in accordance with the Issuer's policies and Applicable Laws (including the LFPIORPI). PTL will make that information available to the Issuer in accordance with the Issuer’s policies, Applicable Laws and the arrangements between them. The Issuer may request additional information or documents from you at any time, and makes the final decision on your application for the Krak Spend Card and the Credit Line.

3.9. The Krak Spend Card and the Credit Line are not available to Mexico Residents. If the Issuer or PTL determines that you are, or have become, a Mexico Resident, the Issuer may suspend or terminate the Krak Spend Card and the Credit Line under Clause 12.1, and any Outstanding Amount will be settled under Clause 7.

4. THE KRAK SPEND CARD

4.1. As a registered user of the App, you may make a request, through PTL, to the Issuer for the issuance of a Krak Spend Card to you. A Krak Spend Card will be issued to you upon approval by the Issuer, which makes the final decision on your application. Activation of the Krak Spend Card must be completed through the App, or by such other means as communicated to you in writing. The Issuer may decline any request for the issuance of a Krak Spend Card, or cancel any Krak Spend Card already issued, in accordance with these Terms, and PTL may ask the Issuer to do so.

4.2. You cannot add money or other value to the Krak Spend Card, and the Krak Spend Card does not hold any value. The amount you can use is limited to the available amount of your Credit Limit, subject to the other Card Limits and to Clause 5.2.

4.3. The Issuer sets, under its credit policy, your Credit Limit, the maximum value of any single Card Transaction and the daily and monthly maximum aggregate values of Card Transactions (together, the “Card Limits”). PTL may propose Card Limits to the Issuer but cannot set or exceed them. Applicable Card Limits will be set out in the App. In accordance with Article 294 of the Mexican General Law of Negotiable Instruments and Credit Operations, you agree that the Issuer may reduce or restrict your Credit Limit and the other Card Limits at any time by notice to you through the App, including where the Issuer reasonably considers that your credit risk has increased, and may increase them where you request it or as otherwise permitted by Applicable Laws. Card Transactions in excess of any applicable Card Limit will be declined.

4.4. You acknowledge that each physical Krak Spend Card is and remains at all times the property of the Issuer and you shall:

(a) exercise all due care and diligence in the custody, care and use of the Krak Spend Card;

(b) not tamper with, or allow anyone to tamper with, the Krak Spend Card;

(d) not intentionally deface or damage the Krak Spend Card; and

(e) not affix anything onto, or otherwise alter, remove or replace any notice, logo or design on, the Krak Spend Card.

4.5. Unless earlier terminated or cancelled, each Krak Spend Card shall be valid for the period determined by the Issuer and indicated on the Krak Spend Card. The Issuer may offer, through PTL, to renew your Krak Spend Card on such terms, including any applicable renewal fee and opt-out process, as may be published or directed on the Site.

4.6. Subject to Clause 10 (Disputes and Chargebacks) and to Applicable Laws and Card Network Rules, you are responsible for Card Transactions that you authorize, and for unauthorized Card Transactions only to the extent caused by your fraud, wilful misconduct or gross negligence in safeguarding your Krak Spend Card, PIN, Card Data or Enabled Device. You shall not use your Krak Spend Card in relation to any transaction or activity which is illegal or prohibited under Applicable Laws in the jurisdiction where such transaction or activity is effected or in your country of residence. Nothing in these Terms limits any mandatory rights you may have in relation to unauthorized Card Transactions.

5. CARD USAGE

5.1. The Krak Spend Card is a credit card. You may use it up to the available amount of your Credit Limit, subject to the other Card Limits and to Clause 5.2.

5.2. The Krak Spend Card is only accepted by Merchants participating in the Card Network. Each Card Transaction is subject to authorization by the Issuer, acting through its designated processing partners. Among the conditions that the Issuer applies under its credit and risk policies, the Issuer will authorize a Card Transaction only if: (a) the amount is within your available Credit Limit and the other Card Limits; and (b) PTL confirms to the Issuer in real time that your Krak Account holds Eligible Assets sufficient to settle the Card Transaction under Clause 7 and, acting under your Settlement Instruction (Clause 7.3), reserves them as Reserved Assets. PTL's confirmation is a condition that the Issuer applies; it is not a decision by PTL to authorize the Card Transaction. The authorization and processing of Card Transactions, and their settlement on the Card Network, are Reserved Issuer Functions performed by the Issuer as card issuer, including for any Krak Spend Card provisioned to a Digital Wallet.

5.3. You can use the Krak Spend Card to purchase goods and/or services from a Merchant either online or at a point of sale terminal. This may involve entering Card Data (card number, expiry date and CVC number) or your PIN.

5.4. The Krak Spend Card must not be used for any unlawful purpose, including the purchase of goods or services prohibited by Applicable Laws, the Card Network Rules or the laws of the jurisdiction where such transaction or activity is effected or of your country of residence. Your responsibility for Card Transactions is as set out in Clause 4.6.

5.5. ATM Withdrawals.

(a) Where ATM withdrawals are offered as part of your Krak Spend Card, you may use your Krak Spend Card to withdraw cash from ATMs which accept the Krak Spend Card, as may be published or directed on the Site. Any such withdrawals are subject to the Card Limits and will not be authorized where Card Limits would be exceeded.

(b) ATM withdrawals will be subject to Fees as may be prescribed by PTL from time to time. ATM providers may also charge their own withdrawal fees, over which PTL has no control and for which it accepts no liability; accordingly, you are responsible for becoming aware of such fees and paying them directly to the applicable third parties.

(c) Neither PTL nor the Issuer shall be liable for any Losses incurred as a result of, or in connection with, any ATM withdrawal or any related currency conversion.

5.6. PTL reserves the right, without notice or liability, to: (a) update, change, remove, cancel, suspend or discontinue any aspect of the Services; (b) cease to accept any asset type as an Eligible Asset under the Krak Terms; or (c) withhold the confirmation described in Clause 5.2(b), or ask the Issuer to decline, suspend or cancel any Card Transaction. The Issuer may refuse to authorize or process any Card Transaction at its sole discretion, including for risk management, fraud prevention, compliance with Applicable Laws or Card Network Rules, or system or operational reasons, as well as for any default by PTL.

6. DIGITAL WALLETS

6.1. You may be able to add your Krak Spend Card to a Digital Wallet (such as Apple Pay or Google Pay) by provisioning a digital or tokenized version of the Krak Spend Card to an eligible device. The decision to approve or deny the provisioning of your Krak Spend Card (or any token or payment credential relating to it) to any device or Digital Wallet is a Reserved Issuer Function and is made solely by the Issuer, which may decline, suspend, limit or revoke any such provisioning at any time for identity-verification, security, fraud-prevention or compliance reasons, without liability to you.

6.2. The Issuer may at any time suspend, deactivate or require the deletion of any digital or tokenized version of your Krak Spend Card in a Digital Wallet, independently of any action taken in respect of the physical or virtual Krak Spend Card, where required by the Card Network, the Digital Wallet provider, any regulatory authority or Applicable Laws, or for security, fraud or risk-management reasons. Your Krak Account is provided solely by PTL under the Krak Terms and not by the Issuer.

6.3. Your use of a Digital Wallet is governed by the Digital Wallet provider’s own terms and conditions and privacy policy which you must accept before provisioning or using your Krak Spend Card in that Digital Wallet. Neither the Issuer nor PTL is a party to those terms, and neither is responsible for the Digital Wallet or the acts or omissions of the Digital Wallet provider.

6.4. By provisioning your Krak Spend Card to a Digital Wallet, or by continuing to use a provisioned Krak Spend Card, you confirm your acceptance of these Terms (including this Clause 6) as between you, the Issuer and PTL. These Terms (or the provisions applicable to Digital Wallet use) may be presented to you within the Digital Wallet provisioning flow and are available at all times at the Issuer site.

6.5. For help adding your Krak Spend Card to a Digital Wallet or using a provisioned Krak Spend Card, you may contact PTL at https://support.kraken.com/ or the Issuer at [email protected]; contact details are also displayed within the Digital Wallet. Suspected fraud or unauthorized Card Transactions should be reported in accordance with Clause 10.

7. CREDIT LINE, SETTLEMENT AND SECURITY

7.1. Credit Line. Subject to these Terms, the Issuer opens in your favour a revolving credit line (apertura de crédito en cuenta corriente) under Articles 291 and 296 of the Mexican General Law of Negotiable Instruments and Credit Operations (Ley General de Títulos y Operaciones de Crédito), up to your Credit Limit (the “Credit Line”). The Issuer grants the Credit Line with its own resources. You may use the Credit Line only by making Card Transactions. Card Transactions that have been authorized but not yet Cleared reduce your available Credit Limit. The Credit Limit and Outstanding Amounts are denominated in US dollars; Card Transactions in other currencies are converted at the rate applied by the Card Network, plus any fee set out in the Fee Schedule. When you make a Card Transaction, the Issuer undertakes on your behalf the obligation to pay for it through the Card Network. Each settlement under Clause 7.4 restores your available Credit Limit by the amount settled.

7.2. Your payment obligation. The amount of each Card Transaction, once Cleared, is an amount that you owe to the Issuer (an “Outstanding Amount”), due for payment on Clearing.

7.3. Settlement Instruction. As a condition of the Credit Line and as a means of performing your obligations under these Terms, you irrevocably instruct PTL, in accordance with Article 2596 of the Mexican Federal Civil Code (Código Civil Federal), to: (a) on each authorization request, reserve in your Krak Account Eligible Assets sufficient to settle the Card Transaction (“Reserved Assets”), applying the order of use of asset types that you select under the Krak Terms; and (b) on Clearing, apply the Reserved Assets under Clause 7.4 (the “Settlement Instruction”). You may change your order of use of asset types for future Card Transactions under the Krak Terms, but you may not revoke the Settlement Instruction while any Card Transaction is pending or any Outstanding Amount remains unpaid. The rate used to value Digital Assets and any fee charged by PTL for applying them are set out in the Krak Terms.

7.4. Settlement on Clearing and Debt Assumption. On the Clearing of each Card Transaction: (a) PTL transfers the Reserved Assets applied under the Settlement Instruction from your Krak Account to PTL, as consideration for the Payer assuming your obligation to pay the corresponding Outstanding Amount; (b) PTL or another Payward group entity approved in writing by the Issuer (the “Payer”) assumes your obligation to pay that Outstanding Amount to the Issuer (the “Debt Assumption”), and the Issuer, by these Terms, gives its express consent to each Debt Assumption by the Payer for the purposes of Article 2051 of the Federal Civil Code; and (c) upon the Debt Assumption, you are released from your obligation to pay that Outstanding Amount to the Issuer, and the Issuer will not claim it from you. The Payer may satisfy its obligation to the Issuer through payment by an Affiliate of PTL with which the Issuer has a separate agreement (the “Settlement Affiliate”), and the Issuer will not claim that Outstanding Amount from the Payer. Any conversion of Digital Assets, exchange rate, spread or handling fee applied by PTL in connection with the Settlement Instruction is a service of PTL under the Krak Terms and is not a charge of the Issuer. The Issuer does not receive, hold or take ownership of any of your assets. If, for any reason, the Debt Assumption does not take effect on Clearing (including because the Payer or PTL is subject to insolvency or similar proceedings, or PTL has ceased to act as Distributor), the transfer under (a) does not take effect, the Reserved Assets remain reserved in your Krak Account and you remain liable to the Issuer for the Outstanding Amount, the pledge in Clause 7.6 continues over the Reserved Assets, and the Issuer will tell you through the App or by email how to pay it.

7.5. Differences on Clearing. On Clearing, the Payer assumes the full Outstanding Amount for each Card Transaction, including where the cleared amount differs from the authorized amount or the value of the Reserved Assets has changed. Any difference between the Outstanding Amount and the value of the Reserved Assets applied is a matter between you and PTL under the Krak Terms, and the Issuer will not claim it from you.

7.6. Security over Digital Assets. As security for the payment of each Outstanding Amount, you grant to the Issuer a pledge (prenda) under Article 334 of the General Law of Negotiable Instruments and Credit Operations over the Digital Assets that are Reserved Assets for the related Card Transaction, and over your rights against PTL in respect of those Digital Assets (the “Secured Assets”). The pledge is constituted by the reservation of the Secured Assets in your Krak Account, which PTL holds as a third party designated by you and the Issuer, at the disposal of the Issuer, and by PTL's acknowledgement in Clause 7.8. The pledge secures only your obligation to pay the Outstanding Amount arising on the Clearing of the related Card Transaction and ends on the earliest of: (a) the Debt Assumption for that Card Transaction taking effect under Clause 7.4; (b) payment of the related Outstanding Amount to the Issuer; and (c) the reversal, cancellation or expiry of the authorization before Clearing. The Issuer will not take possession or ownership of the Secured Assets. If an Outstanding Amount is not paid when due, you agree that, to the extent permitted by Applicable Laws, PTL may on the Issuer's instruction apply or sell the Secured Assets and apply the proceeds to that Outstanding Amount, and you will receive any surplus under the Krak Terms.

7.7. Fiat currency. You may select fiat currency held in your Krak Account as a source for settling Card Transactions under the Settlement Instruction. Fiat currency is not pledged or otherwise given as security to the Issuer under these Terms; its reservation on authorization serves only to give effect to the Settlement Instruction.

7.8. PTL's undertakings. PTL, as a party to these Terms: (a) acknowledges the pledge in Clause 7.6 and agrees to hold the Secured Assets at the disposal of the Issuer and not to release them while the related Card Transaction is pending, except on the Issuer’s instruction, on the Debt Assumption taking effect, on payment of the related Outstanding Amount to the Issuer, or on the reversal, cancellation or expiry of the authorization before Clearing; (b) accepts the Settlement Instruction and agrees to carry it out; and (c) where PTL is the Payer, assumes each Outstanding Amount on Clearing under Clause 7.4, which may be paid on its behalf by the Settlement Affiliate.

7.9. Transaction History. PTL, as the Issuer's service provider, will make your Transaction History available in the App, showing for each Card Transaction the amount owed to the Issuer, the date of Clearing, how it was settled under Clause 7.4 (including the Eligible Assets applied) and any Fees charged by the Issuer. PTL will make monthly statements available to you through the App.

7.10. Refunds and reversals. If a Merchant refund, a reversal or a successful Chargeback relates to a Card Transaction: (a) before Clearing, the authorization is cancelled or reduced, no Outstanding Amount arises for the amount concerned, and PTL releases the corresponding Reserved Assets; or (b) after Clearing, the refund reduces the amount that the Issuer settles with the Card Network and is accounted for under the separate arrangements between the Issuer and the Settlement Affiliate, and PTL restores the corresponding value to your Krak Account under the Krak Terms within five (5) Business Days after the Issuer notifies PTL of the refund, which the Issuer will do promptly after receiving it. The Issuer does not hold any amount in your favour, does not pay interest on refunds, and no refund can be used on the Krak Spend Card other than through the restoration of your available Credit Limit. Any provisional credit for a disputed Card Transaction is provided by PTL under the Krak Terms and is conditional on the outcome of the dispute.

7.11. No offer of Digital Assets by the Issuer. In connection with the Krak Spend Card and the Credit Line, the Issuer does not offer, sell, buy, exchange or hold stablecoins or any other Digital Assets for you. Any offer, sale, exchange or custody of Digital Assets is provided by PTL under the Krak Terms, separately from the Credit Line.

7.12. Interpretation and continuity. In this Clause 7, “PTL” means Payward Trading Ltd. only, and not its Affiliates. If PTL ceases to act as Distributor, the Payer ceases to assume Outstanding Amounts under these Terms or the Settlement Affiliate ceases to pay them under its agreement with the Issuer, and no replacement is approved, or your Krak Account is closed, the Issuer will terminate the Credit Line.

8. FEES AND TAXES

8.1. The Fees set out in the Fee Schedule, including any exchange spread or handling fee applied when Digital Assets are used to settle Card Transactions, are charged by PTL under the Krak Terms and are not charges of the Issuer.

8.2. The Fee Schedule is available in the App and on the Site and identifies, for each Fee, whether it is charged by the Issuer or by PTL. The Issuer may introduce or increase its Fees only by giving you at least thirty (30) days' notice through the App, during which you may terminate the Krak Spend Card and the Credit Line without charge. PTL may change its Fees in accordance with the Krak Terms. Fees paid are non-refundable, except where a Fee was charged in error or Applicable Laws provide otherwise.

8.3. Any cashback or other reward on Card Transactions is offered solely by PTL under the Krak Terms and not by the Issuer. The Issuer has no obligation in respect of it, and it does not reduce any Outstanding Amount owed to the Issuer.

8.4. No Digital Wallet Fees. Neither PTL nor the Issuer will charge you any fee for: (a) adding or provisioning your Krak Spend Card to a Digital Wallet; (b) your access to or participation in any Digital Wallet program supported by the Issuer; or (c) making payments or obtaining refunds using a Krak Spend Card provisioned to a Digital Wallet, in each case over and above the Fees applicable to equivalent use of the physical or virtual Krak Spend Card.

8.5. All applicable Fees are exclusive of any applicable Taxes, and the actual Fee charged will be increased to account for any such Taxes.

8.6. You are solely responsible for determining, assessing, reporting and remitting all applicable Taxes imposed by any tax authority in connection with your use of the Services and/or the Krak Spend Card. Neither PTL nor the Issuer shall be responsible for determining whether any Taxes apply, or for calculating, reporting or remitting any such Taxes on your behalf.

8.7. You acknowledge and agree that you are responsible for reviewing and accepting the terms and conditions of any independent third-party services you choose to use, including any applicable fees, charges, or commissions. You further acknowledge that you are solely responsible for such fees, charges, or commissions and hereby release and hold harmless the Issuer from any and all liability, claims, or disputes arising out of or relating to such independent services or the fees associated therewith.

9. CARD DATA AND SECURITY

9.1. You shall keep the Card Data of your Krak Spend Card strictly confidential and not share the Card Data with any persons other than as necessary to conduct a transaction or to provision your Krak Spend Card to a Digital Wallet in accordance with Clause 6 (Digital Wallets). When sharing Card Data with Merchants, you will take all precautions to ensure the security and continued confidentiality of the Card Data. For the avoidance of doubt, providing Card Data in clear text over fax, email or other unencrypted or otherwise unprotected media is not considered to be secure. None of us, the Issuer, or their respective Affiliates shall under any circumstances be liable to you for unauthorized transactions caused by your failure to keep the Card Data or PIN secure.

9.2. You shall promptly notify us at https://support.kraken.com/ or through the App without undue delay upon discovering: (a) any inappropriate or unauthorized disclosure of and/or use of your PIN and/or any of the Card Data; (b) any inappropriate or unauthorized access to and/or use of any of the Services effected using your PIN and/or any of your Card Data; and/or (c) that your physical Krak Spend Card is lost or stolen, and you shall promptly take such steps as may be specified by us in relation to the foregoing matters (including to change your PIN).

9.3. Subject to Clause 4.6, you acknowledge and agree that you shall be solely responsible and liable for any access to and use of the Services and the Krak Spend Card through your Enabled Device, even if such access was effected without your knowledge, authority or consent. Neither PTL nor the Issuer shall be liable for any loss or damage resulting from such use.

9.4. Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorized way, you shall notify us of the loss/theft or unauthorized access/use by contacting us at https://support.kraken.com/. In addition, where your Enabled Device has been accessed or used in an unauthorized manner, you should, as soon as possible, reset the password on your Enabled Device.

10. DISPUTES AND CHARGEBACKS

10.1. You shall contact PTL at https://support.kraken.com/ without undue delay, and in any event no later than ninety (90) days after the transaction date, in respect of any dispute regarding the validity of a Card Transaction or any Chargeback request. PTL will assist you in the resolution of the dispute or will direct your request to the Issuer and/or the Card Network for processing, in accordance with the Card Network Rules.

10.2. You will be required to comply with the Card Network Rules in relation to any dispute or Chargeback request, including furnishing a written explanation and/or a copy of the related sales transaction receipt and any other information and supporting documents as PTL, the Issuer and/or the Card Network may require.

10.3. PTL and the Issuer each reserves the right to investigate any disputed transaction. You agree to provide full assistance and cooperate with any such investigation or any investigation by a competent authority, including providing additional information and/or documentation as requested.

10.4. If evidence reasonably concludes that any disputed transaction resulted from your wilful default, fraud or gross negligence, or that the disputed transaction was otherwise validly effected in compliance with these Terms, the original settlement of the disputed transaction under Clause 7.4 stands and no amount will be restored to your Krak Account.

10.5. Any Fees for the processing of a dispute or Chargeback are charged by PTL under the Krak Terms and are subject to Clause 8.2.

10.6. You agree and accept that: (a) PTL, the Issuer and/or the Card Network may, but are not obliged to, assist with or process your dispute or Chargeback request; and (b) the decisions of PTL, the Issuer and/or the Card Network on all matters relating to disputes or Chargebacks are final, conclusive and binding on you, subject to any applicable Card Network Rules. You acknowledge and agree that neither PTL nor the Issuer shall be liable to you in respect of any matter relating to or arising out of a dispute or Chargeback request.

11. ELECTRONIC COMMUNICATIONS

11.1. You shall accept full responsibility for the security and authenticity of all Instructions sent via the App, and shall be bound by all such Instructions. PTL shall be entitled to assume that all Instructions received from your Enabled Device via the App are yours and shall be under no obligation to verify that such Instructions are in fact yours.

11.2. You are aware that Instructions and information transmitted via the App are generally transmitted over the internet and may be routed via public installations which are not specifically protected. PTL cannot guarantee that Instructions and information so transmitted will be completely protected against unauthorized access, and you accept these associated risks.

11.3. Any Instructions sent by you to PTL shall only be deemed received when PTL has successfully retrieved such Instructions and informed you of such receipt. Instructions sent to third parties (including Merchants) shall be deemed received in accordance with those third parties’ own terms and conditions.

11.4. You shall be liable for any damage caused through your use of the internet in connection with the Services, including loss, delay, misunderstandings, corrupted texts, unauthorized interceptions by third parties or duplicates.

11.5. You acknowledge and agree that in the event of any dispute arising in connection with your use of the Services, the records of PTL and/or the Issuer (including electronic, computer and microfilm stored records) of all matters relating to your use of the Services and the Krak Spend Card (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes. You agree to the admissibility of such records without further requirement of proof of authenticity or accuracy in a court of law under Applicable Laws.

12. SUSPENSION AND TERMINATION

12.1. The Issuer or PTL (as the case may be, and only the Issuer in the case of the Krak Spend Card and the Credit Line) may at any time, by notice to you through the App (which may take effect immediately), terminate, suspend or limit your use or the functionality of the Services, the Krak Spend Card and/or the Credit Line (including by refusing to authorize Card Transactions), including where:

(a) you are in breach of these Terms or any other applicable terms;

(b) required for compliance with Applicable Laws, the laws of your country of residence or Card Network Rules;

(c) PTL and/or the Issuer suspects that a Card Transaction is potentially connected to any unlawful activities, including money laundering, terrorism financing or fraudulent activities;

(d) warranted by PTL’s or the Issuer’s internal risk monitoring policies;

(e) you become insolvent or any of your assets are subject to insolvency proceedings;

(f) there is reasonable suspicion that you have acted fraudulently or dishonestly;

(g) you breach any Applicable Laws or the laws of your country of residence;

(h) any of your funds or assets are subject to enforcement of a judgment or are expropriated or compulsorily acquired;

(i) you are convicted of a tax or other crime in any jurisdiction;

(j) anything occurs which, in PTL’s or the Issuer’s reasonable opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms;

(k) you are, or the Issuer or PTL reasonably believes that you are, a Mexico Resident, or you are otherwise in breach of Clause 3.1(e); or

(l) any Outstanding Amount is not paid when due, or the Issuer reasonably considers that your credit risk has increased.

12.2. Your obligations under these Terms will continue following termination. Termination of these Terms, the Credit Line or the Krak Spend Card will not affect the Issuer's right to payment of any Outstanding Amount, including amounts relating to Card Transactions made before termination that are Cleared after it, which will be settled under Clause 7.

12.3. You shall not be entitled to any payment, compensation or damages from PTL or the Issuer in relation to any suspension or termination of the Services, the Krak Spend Card and/or the Credit Line for any reason. Any suspension or termination of your use of the Services, the Krak Spend Card and/or the Credit Line for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension or termination, has already accrued.

12.4. The rights of suspension and termination of PTL and the Issuer are without prejudice to any other rights or remedies available to them under these Terms, at law, in equity or otherwise.

12.5. You may request the termination of your Krak Spend Card and the Credit Line at any time (“User Termination”) by submitting a request via the App or through https://support.kraken.com/. PTL may request identification documents and other details to process such request in compliance with Applicable Laws. No new Card Transactions will be authorized after termination, but Card Transactions authorized before termination (including those presented late by a Merchant) will continue to be Cleared and settled under Clause 7, and the related Reserved Assets will remain reserved until then. Termination of the Krak Spend Card does not close your Krak Account, which is governed by the Krak Terms.

12.6. Where your Krak Spend Card is terminated pursuant to Clause 12.1, PTL may, in accordance with the Krak Terms, temporarily restrict access to Reserved Assets and other assets in your Krak Account only to the extent and for the period reasonably necessary to settle pending Card Transactions under Clause 7, to investigate suspected unlawful, illegal or fraudulent activity or to comply with Applicable Laws, a court order or a competent Regulatory Authority. Any amount not subject to a continuing lawful hold shall be released promptly once the relevant restriction no longer applies. Nothing in this Clause requires the release of any Reserved Assets needed to settle an Outstanding Amount.

13. INTELLECTUAL PROPERTY

13.1. You acknowledge and agree that: (a) PTL’s, its Affiliates’, the Issuer’s or third party licensors’ trademarks and logos, and any other logos, service marks, product names and other proprietary indicia used in the App and Site are the property of PTL, its Affiliates, the Issuer or third party licensors (collectively, “Marks”); (b) the Intellectual Property Rights in and to the Services are either owned by us or licensed to us by third party licensors; (c) other than the licence expressly granted by you in these Terms, no other rights are granted to you in respect of either the Marks, the App, Site or the Services; (d) no part or parts of the App or Site may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.

14. DATA PROTECTION

14.1. By using the Services, you confirm that you have read and understood our Privacy Policy and consent to us collecting, using, disclosing and sharing amongst ourselves your Personal Data and disclosing such Personal Data to the Issuer, our Third-Party Providers and other relevant third parties for purposes reasonably required by us to facilitate and administer your use of the Services. These purposes are set out in greater detail in our Privacy Policy, which is accessible at: https://www.kraken.com/legal/privacy. To the extent that your Personal Data is shared with the Issuer, you agree that the Issuer can use your Personal Data in accordance with its privacy policy, which is accessible at:https://reap.global/en-mx/resources/info/privacy-policy.

14.2. Where you provision your Krak Spend Card to a Digital Wallet, the Issuer, the Card Network and their respective service providers (including tokenization service providers) may collect, use and disclose your Personal Data, Card Data and transaction data to provision, manage, secure and service the digital version of your Krak Spend Card, to deliver transaction information and notifications to your device in accordance with your preferences, and to the Digital Wallet provider to the extent required to operate the Digital Wallet, in each case in accordance with the Issuer’s privacy policy and Applicable Laws. The Digital Wallet provider’s handling of your data is governed by its own privacy policy.

14.3. The Issuer is the data controller (responsable) of the Personal Data that it processes as issuer of the Krak Spend Card and as lender under the Credit Line, including the Personal Data that PTL collects on the Issuer's behalf under Clause 3.8. The Issuer's privacy notice (aviso de privacidad) will be presented to you in the App, separately from these Terms, before you accept them, and is available at https://reap.global/en-mx/resources/info/privacy-policy. Where the Mexican Federal Law on the Protection of Personal Data Held by Private Parties requires your consent for the transfer of your Personal Data between the Issuer and PTL, or to recipients located outside Mexico, as described in that privacy notice, you give that consent by accepting the privacy notice in the App. You may exercise your rights of access, rectification, cancellation and opposition, and withdraw your consent where the law permits, as set out in the Issuer's privacy notice.

15. LIMITATION OF LIABILITY

15.1. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE ISSUER AND WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THESE TERMS. THE ISSUER’S AND OUR LIABILITY IN RESPECT OF REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED IS LIMITED, AT ITS OPTION, TO ANY ONE OF RE-SUPPLYING, REPLACING OR REPAIRING, OR PAYING THE COST OF THE RE-SUPPLYING, REPLACEMENT OR REPAIRING, OR PAYING THE COST OF SUPPLYING AGAIN THE SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED.

15.2. NOTWITHSTANDING ANYTHING IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE ISSUER, WE, OUR AFFILIATES OR ANY OF THEIR RESPECTIVE PERSONNEL BE LIABLE TO YOU: (a) FOR ANY LOSSES OR DAMAGE OR CLAIMS (I) DUE TO A FORCE MAJEURE EVENT AND THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED; (II) ARISING FROM OR IN CONNECTION WITH: (A) ANY DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE APP OR SERVICES; (B) ANY REJECTION OF THE KRAK SPEND CARD; (C) ANY REFUSAL TO PROCESS OR AUTHORIZE ANY CARD TRANSACTION FOR ANY REASON; (D) YOUR INABILITY TO EFFECT OR COMPLETE ANY CARD TRANSACTION DUE TO SYSTEM MAINTENANCE OR BREAKDOWN / NON-AVAILABILITY OF THE APP, NETWORK, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES; (E) USE OF YOUR ENABLED DEVICE AND THE SERVICES BY THIRD PARTIES, WHETHER AUTHORIZED OR UNAUTHORIZED BY YOU; (F) ANY THEFT OR LOSS OF YOUR ENABLED DEVICE; (III) CAUSED BY US OR THE ISSUER DUE TO COMPLIANCE WITH APPLICABLE LAWS, COURT ORDERS, AND/OR CARD NETWORK RULES; AND (b) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER WE OR THE ISSUER OR THEIR RESPECTIVE PERSONNEL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3. In any case, the total aggregate liability of each of PTL and the Issuer, in respect of its own obligations under these Terms, shall be limited to the amount of Fees paid by you in the twelve (12) months preceding the date you suffered any loss.

15.4. Neither we nor the Issuer shall be liable for fault on the part of any Third-Party Providers. Liability in such cases shall be limited to using reasonable care in the selection, appointment and instruction of such Third-Party Providers.

15.5. Nothing in these Terms shall limit or exclude any liability for fraud or for death or personal injury resulting from negligence.

16. INDEMNIFICATION

16.1. You agree to defend, indemnify and hold harmless the Issuer, PTL, their Affiliates, Third-Party Providers and their respective Personnel from and against all Losses incurred or suffered in connection with or arising from: (i) your breach of these Terms; (ii) your use of the App, the Krak Spend Card and/or the Services; (iii) your violation of Applicable Laws or the rights of any third party; and (iv) any transactions resulting from your wilful default, fraud, gross negligence or breach of these Terms.

17. GENERAL

17.1. Feedback and Complaints. If you have any feedback, questions or complaints, please contact PTL at https://support.kraken.com/ or through the App. Complaints about the Credit Line or the issuance of the Krak Spend Card may also be sent directly to the Issuer at [email protected].

17.2. Notices. All notices or communications under these Terms shall be in writing in English and, if given to PTL, delivered through https://support.kraken.com/, and if given to you, delivered by email to the address provided by you or by posting on the App. There may be additional or separate terms imposed from time to time by the Issuer that apply to your use of the Krak Spend Card. You should regularly check the App and https://krak.app/ to inform yourself of any such changes.

17.3. Amendment. PTL and/or the Issuer may amend or update these Terms at any time. Notice of amendments will be provided by posting the updated Terms on the App or by other means reasonably determined by PTL. Updated Terms take effect on the date stated in the notice, which will be at least thirty (30) days after the notice is given, unless an earlier date is required by Applicable Laws or Card Network Rules or the change is solely to your benefit. During the notice period you may terminate the Krak Spend Card and the Credit Line without charge. By continuing to use the App, Services and/or Krak Spend Card after any changes take effect, you accept the updated Terms. If you do not accept any changes, you must stop using the Services immediately. Clause 7 and any other provision governing the Credit Line may be amended only by the Issuer. Any amendment that imposes new obligations on PTL or the Payer requires PTL’s prior written consent, except where the amendment is required by Applicable Laws, Card Network Rules, the requirements of any Digital Wallet provider or a competent authority. This does not limit the Issuer’s rights under Clauses 4.3 and 12. Without limiting the foregoing, the Issuer may amend these Terms where it reasonably determines an amendment is required to comply with Applicable Laws, Card Network Rules or the requirements of any Digital Wallet provider, and PTL shall give effect to any such amendment.

17.4. Third-Party Rights. Other than the Issuer, and PTL and its Affiliates, a person who is not a party to these Terms has no right to enforce any provision of these Terms.

17.5. Entire Agreement. These Terms constitute the entire agreement and understanding between you, on the one hand, and PTL and the Issuer, on the other, with regard to the subject matter, and supersede all prior and contemporaneous agreements, proposals and representations, other than the Krak Terms. If the Krak Terms conflict with these Terms in respect of the Krak Spend Card, the Credit Line, the Settlement Instruction or the pledge, these Terms prevail; on all other matters, including the Krak Account, fees charged by PTL, shortfalls, refunds and provisional credits, the Krak Terms prevail.

17.6. Assignment. These Terms are personal to you and may not be transferred or assigned by you. PTL and the Issuer may assign their rights and obligations under these Terms without restriction, including to their respective Affiliates or successors in interest. Any attempted transfer or assignment by you shall be null and void.

17.7. Waiver. No waiver of any provision of these Terms shall be effective unless agreed in writing by all relevant parties. Delay or failure to enforce any provision shall not constitute a waiver of any right arising from any breach.

17.8. Severability. If any provision of these Terms is found to be invalid, illegal or unenforceable, such provision shall be changed and interpreted to accomplish its objectives to the greatest extent possible, and the remaining provisions shall continue in full force and effect.

17.9. Governing Law and Dispute Resolution. These Terms shall be governed by and interpreted in accordance with the laws of Mexico, without regard to any applicable conflict of law provisions. The parties shall negotiate in good faith to seek an amicable resolution to any Dispute. If unable to reach resolution within thirty (30) days from the date the aggrieved party notifies the other of the Dispute, it shall be referred to and finally resolved by arbitration administered by the CAM under the CAM Arbitration Rules then in force. The seat of arbitration shall be Mexico City. The number of arbitrators shall be one (1), appointed by agreement between the parties. Arbitration proceedings shall be conducted in English or Spanish as applicable, unless otherwise required by mandatory Mexican law. Awards rendered shall be final and binding upon the parties. This Clause applies to Disputes under these Terms; disputes under the Krak Terms are resolved as provided in those terms. Nothing in this Clause prevents you from bringing a claim before any court or authority with jurisdiction under mandatory consumer-protection laws that cannot be excluded by agreement.