STANZA Card Programme Terms

Schedule A

Governing Stanza Card issuance, use, limits, settlement, and programme operations

1. PROGRAMME STRUCTURE

Stanza Cards are issued by Third National (Nimbus LLC d/b/a Third National), a limited liability company organised under the laws of the Commonwealth of Puerto Rico and a licensed lender in good standing under Puerto Rico law. Third National is the Issuer and BIN holder. Rain (Signify Holdings, Inc.) is the programme manager and Visa programme partner. Stanza is Rain's distribution partner under the Rain Platform Terms.

Third National has sole and exclusive authority to approve or decline card requests, underwrite Cardholders, set credit limits, and manage Payment Card Accounts. Third National's decisions on underwriting, credit decisioning, and account management are final and not subject to Stanza's review, appeal, or challenge. Third National may utilise its affiliates to perform its responsibilities without Stanza consent or notice.

In the event of any conflict between this Schedule A and the Rain Platform Terms or any terms imposed by Third National or Visa, the Rain Platform Terms and Third National's / Visa's requirements prevail in respect of the card programme.

2. CARD TYPES, CURRENCY & DESIGN

Stanza Cards may be issued as virtual cards, physical cards, or both, depending on the card formats made available by Rain and Third National from time to time. The card formats currently available are displayed on the Platform. Stanza Cards are USD-denominated Visa corporate cards for business use only. Consumer protection laws do not apply.

All Stanza Card designs and card programme materials must be approved by Third National in writing before use and may also require Visa approval. All expenses associated with card design, printing, and distribution are borne by Stanza. Payment Cards shall identify Third National as the Issuer and include such names and marks as required by applicable law and Visa rules.

3. SPENDING LIMITS

3.1 Programme-level Daily Limit

Rain sets a programme-level daily transaction limit for the Stanza Card programme, which may be adjusted from time to time based on transaction history, Settlement Reserve Balance, and other risk factors determined by Rain. The current applicable daily limit is displayed on the Platform. If daily authorised transactions approach or exceed the applicable limit, Stanza may decline further card transactions or suspend creation of new Payment Card Accounts until the following Business Day or until the limit is adjusted. Any costs incurred by Stanza as a result of transactions exceeding the daily limit may be passed through to the Business Customer and will be disclosed in the Fee Schedule on the Platform.

3.2 Account-level limit

The Business Customer's total available spend is limited to its Business Wallet balance, which pre-funds the Settlement Account. The Business Customer must maintain sufficient balance at all times. Current applicable limits are displayed on the Platform and may vary by account tier, KYB profile, and transaction history.

3.3 Card-level controls

Admins may set Cardholder-specific limits and merchant category restrictions through the Platform. Admin-set limits may not exceed the Business Customer's available Business Wallet balance and are always subject to the programme-level Daily Limit.

4. SETTLEMENT ACCOUNT, RESERVE & PRE-FUNDING

To support the card programme, the Business Customer must maintain a minimum Business Wallet balance at all times as displayed on the Platform. This balance is used to pre-fund card spend and maintain the programme's settlement requirements. Minimum balance requirements may be adjusted from time to time based on the Business Customer's active card spend limits, transaction history, and requirements set by Rain and Third National.

If the Business Customer's Business Wallet balance falls below the applicable minimum, Stanza may suspend card spend authorisations, suspend creation of new Payment Card Accounts, or suspend the card programme entirely until the required balance is restored. The Business Customer is responsible for monitoring its Business Wallet balance and ensuring it remains sufficient at all times.

The Settlement Reserve Balance maintained by Stanza in connection with the Rain card programme earns no interest. No portion of the Settlement Reserve Balance is attributable to or claimable by any individual Business Customer.

5. CARD-RELATED FEES

Card-related fees applicable to Business Customers, including fees relating to foreign transactions, cross-border processing, late payments, and returned payments, are set out in the Fee Schedule displayed on the Platform. Certain card fees are set by Rain and Third National under the card programme terms and are outside Stanza's control. Stanza will pass through changes to these fees notified by Rain or Third National and will update the Fee Schedule accordingly, with notice to the Business Customer where reasonably practicable. The applicable fee for any transaction will be displayed to the Admin before the transaction is confirmed, where technically feasible.

6. PROGRAMME MODIFICATIONS

Third National may modify the Payment Card Programme at any time at its sole and absolute discretion. The card programme is subject to modification from time to time by Rain, Third National, or Visa, including changes to card features, programme terms, spending controls, and operational requirements. Where a modification materially affects the Business Customer's use of the card programme, Stanza will provide reasonable advance notice through the Platform or by email where practicable.

Where a modification is required urgently by Rain, Third National, Visa, or a regulatory authority including for compliance, fraud prevention, safety, or network rule reasons; it may take effect immediately or with reduced notice. Stanza will notify the Business Customer as soon as reasonably practicable in such circumstances.

7. CARDHOLDER ACCOUNT OPENING & SERVICING

Customer applications for a Payment Card Account are evaluated and decided by Rain and Third National under their underwriting criteria and compliance policies. Rain and Third National reserve the right to deny any application at their sole discretion. Stanza is not responsible for any application decision made by Rain or Third National.

Cardholder identity verification is conducted by Rain directly via the Persona SDK. When a card is issued, the Cardholder is redirected to the Persona SDK to complete KYC with Rain. Stanza does not collect or verify Cardholder identity documents independently. Third National performs all necessary card servicing activities including payment processing, statement preparation, dispute resolution, and account administration in accordance with applicable law and Visa rules.

8. CHARGEBACKS & DISPUTED TRANSACTIONS

Disputed card transactions must be reported within 60 days of the transaction posting to the Cardholder's account. The Business Customer should first attempt resolution directly with the merchant. Chargebacks are processed by Third National through the Visa network under Visa's chargeback rules. Third National has final authority over chargeback outcomes. Stanza is not responsible for chargeback outcomes determined by Third National or Visa.

The Business Customer is responsible for all costs associated with chargebacks arising from the Business Customer's or any Cardholder's acts or omissions, including as a result of fraud or misuse of Stanza Cards.

9. PROGRAMME WIND-DOWN

Where Stanza terminates the card programme, Stanza will use commercially reasonable efforts to provide the Business Customer with as much advance notice as circumstances permit, and in any event not less than 30 days where Stanza initiates the termination and no shorter period is required by Rain, Third National, or Visa.

Where termination of the card programme is required or directed by Rain, Third National, Visa, or any regulatory authority, including on an urgent basis for compliance, fraud, regulatory, or network rule reasons; Stanza may implement such termination with a compressed notice period or with immediate effect.

Stanza will notify the Business Customer as soon as reasonably practicable and will use commercially reasonable efforts to ensure continuity of card services during any wind-down period to the extent permitted by the relevant provider or authority. During any wind-down period, existing Stanza Cards will continue to function to the extent permitted. On conclusion of the wind-down period, all Stanza Cards will be cancelled and no further card transactions will be processed. Records relating to the card programme must be retained for 5 years post-programme termination.

10. RAIN TERMS INCORPORATED BY REFERENCE

The following Rain terms are incorporated by reference into this Schedule A and are binding on the Business Customer and all Cardholders, as published by Rain at legal.raincards.xyz and updated from time to time:

  • Rain Dashboard Agreement
  • Rain Spend Corporate Card Programme Terms
  • Rain Spend Corporate Card Authorized User Agreement
  • Rain Prohibitions List
  • Rain E-Sign & Electronic Communications Notice

In the event of conflict between Rain's terms and this Schedule or the Platform Agreement, Rain's terms prevail in respect of the card programme. Rain may update its terms from time to time. Continued use of Stanza Cards constitutes acceptance of any updated Rain terms.