Commercial Cardholder & Digital Asset Collateral Agreement

1.1 Program Architecture: Use Thrive acts as the commercial card program manager and technical gateway. Cards are issued directly by Third National or other licensed issuing depository banks and principal members of Visa or Mastercard (the "Issuer").

1.2 Issuer Pass-Through & Disclaimer: The Issuer is the creditor providing underlying clearing and settlement with the card networks. Use Thrive is not a chartered bank. Issuer disclaims liability for platform features, dashboard uptime, or ancillary software provided by Use Thrive. Client agrees to comply with all Issuer card terms and network rules communicated via Use Thrive.

1.3 Commercial Use Certification: Client explicitly warrants that all cards issued hereunder shall be deployed solely for lawful commercial and operational expenses (including digital media advertising purchases, SaaS subscriptions, server infrastructure, and B2B vendor payments). Any personal, consumer, family, or household use is strictly prohibited and constitutes immediate grounds for card revocation and account termination.

2.1 Security Interest & Pledge: To secure the punctual repayment of all card charges, fees, chargebacks, and assessments, Client hereby pledges, assigns, and grants to Use Thrive and Issuer a first-priority, perfected security interest and lien over all digital assets, stablecoins, and cryptocurrencies deposited into Client's designated collateral wallet or smart contract ("Collateral").

2.2 Supported Collateral Assets: Issuer and Use Thrive determine which digital assets qualify as Collateral (principally USD Coin [USDC] and Tether [USDT]). Use Thrive reserves the right to reject, discount, or remove any asset from eligible collateral status upon notice.

2.3 Non-Custodial Architecture: Client retains title and beneficial ownership of the Collateral deposited into the designated smart contract until a Liquidation Event occurs. Use Thrive does not act as a retail depository or commingled custodian; assets are locked cryptographically to secure card settlement obligations.

2.4 Valuation & Oracle Feeds: The "Market Value" of Collateral is determined in real-time by Use Thrive using centralized stablecoin net redemption rates or recognized decentralized pricing oracles (e.g., Chainlink, Pyth). Client agrees that Oracle determinations shall be conclusive and binding.

3.1 1:1 Dynamic Spending Limit: Client's aggregate spend limit across all active physical and virtual cards is dynamic and directly tied to the unencumbered Market Value of its Collateral. Client must maintain at least $1.00 USD in collateral value for every $1.00 USD charged or authorized on cards ($100 Collateral = $100 spending limit).

3.2 Authorization Holds: When cards are authorized at merchants where the final settlement amount is variable (such as ad network testing charges, hotel deposits, or fuel dispensers), Issuer may place an authorization hold on available card limits exceeding the estimated settlement amount. Such holds reduce available card capacity until cleared.

3.3 Zero-Balance Architecture & Sub-Budgets: Client may establish virtual "Budget Groups" or sub-accounts for media buying teams and employees. Zero-Balance cards hold no intrinsic stored balance and pull dynamically from Client's centralized collateral pool up to administrator-defined budget ceilings.

4.1 Liquidation Triggers: An irrevocable "Liquidation Event" occurs automatically without further notice if: (a) Client fails to pay any outstanding card billing balance or statement within twenty-four (24) hours of its scheduled due date; (b) The Market Value of Client's Collateral drops below 100% of outstanding charges, pending authorizations, and fees, and Client fails to add supplemental collateral immediately; (c) Client breaches this Card Agreement, the Platform MSA, or Schedule A (AUP); or (d) An insolvency, receivership, or winding-up proceeding is commenced by or against Client.

4.2 Automated Liquidation Execution: Upon a Liquidation Event, Client expressly authorizes Use Thrive and Issuer to trigger automated smart contract liquidations or off-market conversions to sell, liquidate, and convert Collateral into USD/fiat in an amount sufficient to satisfy all outstanding obligations. Any surplus unencumbered collateral remaining following complete debt satisfaction shall remain accessible to Client.

4.3 Deficiency Liability: If collateral liquidation proceeds are insufficient to extinguish Client's debt in full (due to sudden digital asset market de-pegging, execution slippage, or delayed network finality), Client remains strictly liable to pay Use Thrive and Issuer for the deficiency balance within forty-eight (48) hours of written demand, together with maximum statutory interest and legal collection costs.

5.1 Absolute Promise to Pay: Client unconditionally promises to pay Issuer and Use Thrive for all charges, purchases, fees, and liabilities incurred through cards issued to Client or its authorized users, even if an employee or user exceeds their authorized internal purchasing ceiling.

5.2 Periodic Statements: Use Thrive will furnish periodic statements via the Dashboard reflecting all card activity, cleared settlements, FX charges, and fees. Statements are deemed correct unless Client submits a written Disputed Transaction notice within thirty (30) days of posting.

5.3 Platform Set-Off Right: Client authorizes Use Thrive to set off, debit, and seize any funds across any of Client's multi-currency virtual accounts, incoming wire transfers, or collateral ledgers to satisfy delinquent card balances without judicial process.

6.1 Merchant Disputes: Client must attempt in good faith to resolve disputed charges directly with the merchant before initiating formal network dispute proceedings.

6.2 Commercial Chargeback Procedures: If a dispute remains unresolved or reflects unauthorized fraud, Client may file a chargeback request via the Dashboard no later than sixty (60) days following the transaction date. Chargebacks are subject strictly to Visa and Mastercard operating regulations. Filing a chargeback does not excuse Client from paying the underlying statement during the pendency of the investigation.

6.3 Disproportionate Dispute Surcharge: If Client generates an excessive dispute ratio (exceeding 0.75% of transaction count or volume), Use Thrive and Issuer reserve the right to levy an administrative handling fee of up to $35.00 per dispute, increase required collateral ratios, or terminate card privileges immediately.

7.1 Stolen & Breached Cards: Client must freeze compromised cards immediately via the Dashboard and give written notice to support@usethrive.com. Client remains fully liable for all commercial transactions executed prior to formal confirmation of card cancellation by Use Thrive.

7.2 Commercial Non-Applicability: Statutory consumer protections limiting unauthorized card liability to $50 (such as Regulation Z / Truth in Lending) are not applicable to this commercial facility. Client bears full enterprise responsibility for safeguarding card numbers, CVVs, and 3D-Secure credentials.

8.1 Revocation Rights: Issuer or Use Thrive may suspend, cancel, or revoke any individual card or the entire program at any time with or without prior notice for risk mitigation, card network compliance, or suspicious transactional activity.

8.2 180-Day Post-Termination Reserve: Upon termination or card closure, Use Thrive shall maintain a collateral and cash reserve for up to one hundred and eighty (180) days to satisfy delayed network presentments, late-settling authorizations, chargebacks, and processing fines. Unencumbered balances will be returned only following full audit clearance.

9.1 Governing Law: This Card Agreement and all rights relating to digital asset collateral shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein.

9.2 Binding Commercial Arbitration: Any dispute or controversy arising out of this Card Agreement or collateral liquidation shall be finally settled through binding arbitration administered by the Canadian Arbitration Association (CAA) in Toronto, Ontario, conducted in English by a single arbitrator.