1. Background

Autospend is a financial technology company that enables individuals and businesses to spend stablecoins seamlessly through the Autospend Card Program. The Autospend Card ("Card") is issued by Signify Holdings, Inc. ("Issuer") under the Visa® network and program-managed by Rain Holdings, Inc. ("Program Manager"). Autospend provides the online platform, onboarding interface, and related compliance infrastructure to access and manage the Card. Autospend is not a bank and does not hold user funds directly.

2. Definitions

• "Card" means the payment card issued by the Issuer under the Autospend Card Program.
• "Program Manager" means Rain Holdings, Inc., which provides program management, KYC/KYB onboarding, settlement, and network connectivity for the Card Program.
• "Issuer" means Signify Holdings, Inc. or its regulated subsidiaries, which issue your Card and perform all regulatory and settlement functions.
• "Platform" means the Autospend website, app, and APIs used to access and manage your Card.
• "Program Losses" means all losses, chargebacks, or negative balance write-offs associated with the Card Program.
• "Reserve Balance" means a balance maintained by Autospend with the Issuer or Program Manager to cover Program Losses.
• "Prohibited Activities" means any unlawful or restricted activity under this Agreement, network rules, or applicable law.

3. Acceptance of Terms

By applying for or using an Autospend Card, you agree to this Agreement, the Autospend Terms of Service, Privacy Policy, and Prohibited Activities Policy. You also agree to any Issuer or Program Manager terms and network rules applicable to your Card. If a conflict arises, Issuer terms govern card issuance and repayment; this Agreement governs Platform use and service access.

4. Eligibility

You must be at least 18 years old and legally able to enter a binding contract. You must complete KYC/KYB verification through the Program Manager and comply with all AML/CFT and sanctions screening requirements. Autospend and its partners may deny or suspend access at their discretion for risk or compliance reasons.

5. Relationship Between the Parties

The Autospend Card is issued by the Issuer (Signify Holdings, Inc.), managed by the Program Manager (Rain Holdings, Inc.), and provided via Autospend's technology platform. Autospend is not a bank and does not hold or insure your funds. The Issuer handles card issuance, settlement, and regulatory compliance. Autospend provides user onboarding, platform access, and transaction management.

6. Platform and Card Services

Through the Autospend Platform, you can apply for, view, and manage your Card; fund your account with supported stablecoins; and make payments under network rules. The Platform may provide insights, analytics, or integrations, which are offered "as is" and may change without notice.

7. Funding, Reserve, and Program Losses

Your Card may be funded by stablecoins (e.g., USDC, USDT) held in custody or settlement accounts managed by the Program Manager. Autospend may maintain a Reserve Balance with the Issuer to cover Program Losses. Autospend and the Program Manager may deduct from your funds to recover chargebacks, fraud losses, or regulatory penalties. You remain liable for any negative balances or unrecovered losses.

8. Prohibited Activities

You may not use your Card or the Platform for activities that violate U.S. or international law, including fraud, money laundering, terrorist financing, or dealings with sanctioned entities. Autospend complies with OFAC, FinCEN, and other regulatory requirements and may report suspicious activity or freeze funds without notice.

9. Chargebacks, Fraud, and Disputes

If a transaction is disputed or charged back, you must cooperate with Autospend, the Issuer, and Program Manager. Each dispute may incur a $30 processing fee. Autospend may withhold funds, offset losses, or report suspicious cases to law enforcement.

10. Indemnification

You agree to indemnify and hold harmless Autospend, its affiliates, the Issuer, and the Program Manager from any claim, loss, or cost resulting from your misuse, breach, fraud, or regulatory violation. You are responsible for reimbursing Autospend for any Program Losses caused by your activity.

11. Limitation of Liability

To the fullest extent permitted by law, Autospend, the Issuer, and the Program Manager are not liable for indirect, incidental, or consequential damages. Total liability shall not exceed $100. Services are provided "as is" and without warranty of uninterrupted operation.

12. Termination and Suspension

Autospend, the Issuer, or the Program Manager may suspend or terminate your Card or Platform access at any time for compliance, security, or risk reasons. You may terminate this Agreement by closing your account after paying all due balances.

13. Governing Law and Arbitration

This Agreement is governed by the laws of the State of Delaware, U.S.A. Any dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), held in Delaware or remotely. Class action waivers apply.

14. Changes to this Agreement

We may amend this Agreement at any time. Updates will be effective upon posting at https://autospend.ai/legal or upon notice via email. Continued use of your Card constitutes acceptance of the updated terms.

15. Contact Information

For questions or complaints regarding your Card or this Agreement, contact [email protected]