Introduction. This Agreement contains the terms on which Exa Labs S.A.S. (“Exactly” or “we”) provides digital payment services (the “Services”) to you through the use of the Exa Card (the “Card”).
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​Please read this Agreement in full before you start using the Services; it contains important information regarding the Services.
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By using the Services (including, for example, using the Card to transact), you confirm that you accept and agree to this Agreement (including any updates to this Agreement and the other documents referred to above). To use our Services, in addition to accepting (and complying with) the terms of this Agreement, you must have accepted (and comply with) the terms and conditions of the Exa App, and have completed the onboarding process, as provided below. Capitalized terms not defined herein shall have the meaning ascribed to them therein.​

The Card. If your application for the Card is approved, the Exactly Protocol will grant you access to a virtual payment card, which may be used either as a credit or debit card, as elected by you. As to the credit card, the line of credit will be given in USD for up to a maximum amount to be determined based on the collateral you provide and the results of the credit check conducted as part of your application process. In order to use such a credit line, you will receive a Card. You will also be able to use the Card as a debit one, where the amount that you are able to spend will be defined by the assets you have stored in your wallet.

Issuer and Licenses. The Card will be issued by Cryptomate UAB, a Lithuanian entity registered with the Ministry of Finance of the Republic of Lithuania and AML authorities to perform the activities hereunder(“CryptoMate”). Even though the Card is issued by CryptoMate, we will provide it to you and act as the Card program manager with respect to the Services, being Exactly authorized to provide the Services pursuant to a license granted under a certain agreement entered with CryptoMate.

Process. To use our Services, you must complete the steps below:

Eligibility: you must be at least 18 years old, don’t be a resident of any of the following countries: Russian Federation (Russia), Ukraine, Haiti, Lebanon, Mali, Nicaragua, Venezuela (Bolivarian Republic of), Afghanistan, Belarus, Burundi, Central African Republic (the), Congo (the Democratic Republic of the), Cuba, Eritrea, Guinea-Bissau, Iran (Islamic Republic of), Iraq, Korea (the Democratic People's Republic of), Liberia, Libya, Myanmar, Rwanda, Sierra Leone, Somalia, South Sudan, Sudan (the), Syrian Arab Republic, Yemen, Zimbabwe, and have completed the onboarding process as provided herein.

Verification: We are required by law to verify certain details about you. You cannot use our Services until we verify your identity and perform other checks as we may, at our discretion, deem appropriate to comply with applicable laws.

The information you provide must be accurate: The information you provide to us must be accurate, complete, and truthful at all times. If your personal information changes, you must update the personal information we hold about you. We may require additional information from you from time to time, and you must cooperate by providing such information upon request.

Electronic checks with third parties: We may use third parties to assist us in obtaining the relevant information required to help us verify your identity, perform the other checks referred to in Section 4(ii), and enable us to provide the Services to you (including to obtain the information requested under Section 4(iii) above). We may request such third parties to share such information with other associated organizations or carry out checks on you electronically as is necessary for providing the Services. When we perform electronic checks, we may disclose your personal data to fraud prevention and credit reference agencies, who may record that information. By applying for our Services, you agree to certain personal data about you being collected and shared by such third parties and/or agencies for this purpose. You have the right of access to the personal records held by such third parties and/or fraud prevention agencies. We will supply the names and addresses upon written request.

You must comply with all laws applicable to you at all times, including during the time you are applying with us for Services and throughout the term of this Agreement.

Acceptance of Terms. To use our Services, you must have accepted (and comply with) the Exa App Terms and have completed the onboarding process set out in these terms.

We reserve the right to refuse to issue you a Card.

If you use the funds deposited in your Wallet as Collateral, the amounts will be instantaneously debited from your Wallet and used for the payment. In such a case, your debit card limit, credit card limit, and account health may be adjusted based on the remaining amounts in the Wallet.

In case you take a loan, the Exa App will make available details of all transactions made with the Card and allow you to elect alternative repayment dates and payment plans based on the amount of the Collateral and your creditworthiness; in each case, the Exa App will simulate the applicable interests and fees for you to decide which is the most convenient alternative for you. If you promptly comply with your payment obligations during a relevant period, we may increase the limit of your line of credit at our sole discretion.

If you fail to comply with your payment obligations on the due date, and such failure is not remediated after 7 days of receiving a default notice via the Exa App, the Exactly Protocol will allocate such funds to pay any outstanding amounts under your credit line.

Suppose your account balance is zero and there are no outstanding payments under your Card. In that case, you will be entitled to withdraw the amounts deposited as Collateral, either totally or partially. In the event of a partial withdrawal, your credit card limit and debit card limit will be adjusted accordingly.

if legal or regulatory requirements prevent us from making the payment or mean that we need to carry out further checks;

if you have infringed the Exa App Terms or the Card Terms terminate for whatever reason:

if you have infringed this Agreement in a way that we reasonably believe justifies our refusing or delaying your payment;

if we believe that processing your transaction would breach this Agreement or that you have not provided all the information, we need to make the payment properly;

if the amount is over or would take you over, any limit that applies to your Card;

the funding transaction is declined for any reason;

if a bankruptcy order is made against you or you have entered into an individual voluntary arrangement with your creditors;

if, even after doing everything reasonably possible, we will not be able to make the payment on time;

if a third party prevents us from making the payment (for example, a card scheme);

if you owe us money;

if we have asked you for important information we reasonably need and you have not given us that information; or

if we have suspended your account or your access to the Exa App has been suspended.

Through your Exa App account, you will be notified of your due dates and applicable interests. You will have available an electronic statement including details of all transactions made with the card, due dates, applicable interests, payment instructions, etc. (the “Card Statement”). Payments shall be made in [USDC] or with your Collateral upon your prior instruction via the Exa App or default under section 7.A. above. In case of late or partial payment, the outstanding balance will accrue a punitive interest at a rate indicated in the Card Statement.

You will be allowed to make advance payments. In such a case, the amounts will be allocated without accruing any interest in your favor.

Suppose you do not agree with any of the charges appearing in the Card Statement or your Exa App account. In that case, you may request the corresponding clarification, claim, or consultation within 30 calendar days after such charges were made available, in which case we will credit your account with the disputed amount within a term of 90 days from your request (if the request, was indeed a fraud or error), which may be submitted either through the Exa App, by e-mail or any other means with which you can reliably prove receipt of your dispute. Upon submission of such request, you will be entitled not to make payment of the disputed amount until the dispute is resolved by the procedure established in this Clause.

Upon receipt of your request, we will have at least 90 days to investigate it and decide whether this will be accepted or rejected, providing all the relevant supporting documents and information. In case of acceptance, such disputed charges will be written off from your outstanding balance. If your request is rejected, we will reverse the corresponding charge by crediting such amounts as loaned under your line of credit, without charging interest and other accessories generated by the lack of payment made in terms of the provisions of this clause.

We shall not be held liable for any errors, delays, or failures in the processing of transactions that are beyond our reasonable control, including but not limited to errors caused by third-party payment processors or service providers. In the event that a payment is erroneously debited from your account due to such an error, and we detect the error or are notified in accordance with the dispute procedure outlined in these terms, we may, at our sole discretion, resolve the claim by issuing a prompt refund without following the full dispute process set forth herein. Such a resolution shall not constitute an admission of liability, and we shall have no further liability for any loss or damages, including indirect, incidental, or consequential damages, arising from such payment processing errors or the time taken to resolve them.

Fees: You must pay the fees for your use of the Services. We will not process your payments until we receive your relevant fees. You can see all fees applicable to you in the "Exa Card associated fees and costs" article (the “Fees Schedule”), which we may update from time to time, at our sole discretion. If we update the Fees Schedule, we will notify you of such changes through the Exa App. Your continued use of the Services after such notification will constitute your acceptance of the updated fees

Exchange rates: Your Card will be denominated in USD. Make a payment in a currency other than USD. We will convert the amount applying the relevant exchange rate published by Visa on the close of business of the date on which payment is made plus an FX charge in the percentage indicated in the Fees Schedule.

How we will contact you: We may email you using the details you provided in your application. You can change such details via the Exa App. You must keep your contact details in the Exa App up-to-date at all times.

Information: Where we are required to provide information to you on a durable medium, we will send you notifications by email or in your personal log- in area of the Exa App pointing you to information in a way that enables you to keep that information, unchanged, and refer to it in the future, such as pdf. Please keep copies of information provided by us to you. If you would like information to be provided in a different manner than agreed, then we may charge you a reasonable administration fee to cover our costs.

Language: We will communicate with you in English.

Your right to receive a copy of this Agreement: A copy of this Agreement is always available in a form to download, please contact us to legal@exact.ly to get a copy.

How to contact us in relation to the Card or the Services. You can contact us by using the chat inside the Exa App or available in the Exa App homepage.

keep your Card, Card number, CCV, and the security credentials that you need to use to access Exa App and to your Wallet strictly to yourself; do not share them with any other person or otherwise allow another person to use the Services;

not permit any other person to use your Card or log-in to your Exa App account;

make sure all your devices you use to access the Services or the Exa App are properly protected (set at least one form of access protection, for example a login code);

keep the operating systems of your devices clean (no illegal software) and up-to-date;

frequently review the list of transactions in your Exa App account to monitor they are as expected as per your spending;

keep informed about common scams, such as phishing;

always immediately report irregularities by contacting us by the chat available in our app or at https://exactly.app/ .

we have a reasonable belief that fraud is likely to or has occurred; or

the amendments are made in order to comply with any regulation,

we may make such amendments immediately and notify you following such amendments.

if you have infringed the Exa App Terms or these terminate for whatever reason;

if we consider, acting reasonably, that you are behaving fraudulently or otherwise criminally;

if you have not given us any information we have requested from you, or we have good reason to believe that information you have provided is incorrect or not true;

if you have breached this Agreement in a serious or persistent manner and you have not remediated such breach within a reasonable time of us asking you to do so;

if we have good reasons to believe that you continuing to use your Card could damage our reputation or goodwill;

if you have been declared bankrupted; or

if we are required to do so under any law, regulation, court order or request from any applicable regulatory authority.

Any of the companies affiliated to the national or international card system to which the Card is affiliated (MasterCard, Visa, and/or other similar companies), if applicable, refuse to accept payment through the use of the Card or due to flaws or failures of the automated services and/or electronic means with which said affiliates operate.

The quantity, quality, timeliness in the provision of the service or in the delivery of the merchandise promised to you by the merchant, or any other aspect of the goods or services acquired by you through the use of the Card, or because the goods or services do not correspond to what was requested by you.

If you are unable to make withdrawals due to the suspension or service failures at the ATMs or due to failures at the point-of-sale terminals.

Other institutions or the merchants refuse to accept the use of the Card (for any reason), or in the event that withdrawals cannot be made due to failures in the telecommunications service, automated systems, ATMs, telephone and/or electronic systems, among others.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION (JURY TRIAL WAIVER) OF ANY AND ALL DISPUTES WITH EXACTLY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EXACTLY (NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS).

You and Exactly agree to waive any right to a jury trial, or the right to have any dispute resolved in any court, and instead accept the use of binding arbitration.

You and Exactly agree that any dispute is personal to you and Exactly, and that any dispute shall only be resolved by an individual arbitration and shall not be brought as a class arbitration, a class action, or any other representative proceeding. Neither party agrees to class arbitration, or an arbitration where a person brings a dispute as a representative of any other person or persons.

Any dispute, controversy or claim arising out of or in relation to this contract, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with Rules of Arbitration of the International Chamber of Commerce. The seat of arbitration shall be Vilnius Lithuania. The language to be used in the arbitral proceedings shall be English.

We may assign or otherwise transfer any of our rights and obligations under the Agreement, without your prior consent, to any other person or business, subject to such party continuing the obligations in the Agreement to you.

This Agreement is between you and us only. Except for any party to whom we transfer this Agreement (under this section 24.a), nothing in the Agreement gives any third party any benefit or right (including any enforcement right).