This PLATFORM AGREEMENT (as amended, restated, supplemented, updated, replaced, or otherwise modified from time to time, this “Agreement”), is entered into on [Date], by and between Moto Finance Inc. (“Moto Finance,” “we,” “us,” or “our”) and the undersigned user (“you” or “your”), and governs your relationship with Moto Finance and your use of and access to the Moto Finance credit card program, including, without limitation, with respect to Card services, deposits, wallets, yield, and the related mobile application and web based platform (collectively, the “Services”). By enrolling in or using the Services, you agree to be bound by the terms set forth in this Agreement. This Agreement incorporates by reference the Moto Finance Card Program Cardholder Agreement (the “Card Terms”), the Moto Finance ESign and Electronic Communications Notice (the “ESign Notice”), the Moto Finance Privacy Policy (the “Privacy Policy”), the Moto Finance Bill Pay Agreement (the “Bill Pay Agreement”), and the Moto Finance Terms of Service (the “Terms of Service” and, collectively with this Agreement, the Card Terms, the ESign Notice, the Privacy Policy, the Bill Pay Agreement, and the Terms of Service, as each of the foregoing may be amended, restated, supplemented, updated, replaced, or otherwise modified from time to time, the “Moto Finance Program Documents”). Additionally, by using the Services, you agree to the following terms and conditions set forth in the documents available at https://www.rain.xyz/legal, which is a condition of our card program partner Rain Liquidity, LLC. Capitalized terms used herein, unless otherwise defined, shall have the meanings set forth in the Card Terms.
1. Use of Services.
a. General. By using the Moto Finance Services, you acknowledge you have read and agree to this Agreement and the other Moto Finance Program Documents.
b. Deposits, Stablecoin Conversion, Wallet.
- Deposits; Secured Card Obligations. When you deposit assets into your Moto Finance wallet, such assets will be converted into a yield-bearing stablecoin (“Stablecoin”). Your Stablecoin wallet balance determines your spending limit on the Moto Finance Visa Infinite Card (the “Card”). Deposits are subject to a hold equal to the outstanding card balance. You may not withdraw funds that are securing your Card obligations.
- Self-Custody Wallet. Your assets are held in a self-custodial wallet built on the Moto Finance platform.
c. Limitations. You may never withdraw more than your net deposits, plus any available Yield, minus any Card obligations. You are solely responsible for safeguarding your wallet and agree to hold harmless Moto Finance and its affiliates for any losses incurred in connection with your use of the Services and the Moto Finance application.
d. Use of the Service and Moto Finance Card. You acknowledge and agree you have read and understood the “Prohibited Activities List” referenced in the Card Agreement and you will not engage in any such activities when using the Services or the Moto Finance Card. You acknowledge and agree you will not use the Moto Finance Card (i) for any purpose prohibited by this Agreement or the Card Terms, (ii) for, with, or for the benefit of any individual or entity who is blocked or sanctioned by the United States, including those identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC).
e. Security and Safeguards. You will use all reasonable means to protect your Moto Finance Card and login credentials to your Moto Finance account. You will not allow any other person or third party to use the Services or the Moto Finance Card on your behalf. You will immediately notify Moto Finance if you know or suspect access to your Moto Finance account has been compromised or your Moto Finance Card has been lost, stolen, or compromised in any way.
2. Card Terms; Payments; Fees and Charges.
a. Card Terms; Payments and Monthly Settlement. The Card Terms are incorporated herein by reference, as if fully set forth herein. Card obligations are settled monthly. You authorize Moto Finance to automatically apply your wallet assets and Stablecoin balance, and Moto Finance is hereby preauthorized, to initiate electronic fund transfers for repayment of your outstanding Card balance. Moto Finance may release part of your wallet collateral to satisfy bill pay obligations. You agree to maintain sufficient collateral in your Moto Finance wallet to cover all obligations. Failure to maintain sufficient funds in your account, or circumventing or attempting to circumvent the smart contract algorithm of the Moto Finance program, shall constitute an event of default by you, following which Moto Finance may liquidate collateral and collect amounts owed by you.
b. Fees and Charges. As described in the Card Terms, you may incur fees, charges, and expenses in connection with your use of the Services and the Card. Such fees are disclosed in the Card Terms and may be updated from time to time. Certain fees may be provided at the time of a transaction, including conversion, domestic wire, or stop payment fees. Moto Finance reserves the right to update fees periodically.
c. EFT Agreement and Preauthorized Debits. By entering into this Agreement, due to the nature of the Services and the 0.00% APR offered on the Card, you are required to consent to automatic payments on your account balance at the end of each month. You expressly authorize Moto Finance to initiate electronic fund transfers (including ACH debits) from your designated accounts or wallet balance for repayment of amounts due.
3. Collateral and Security Interest.
a. Deposits; Moto Finance First Priority Security Interest. Your deposits in your wallet secure your Card obligations. You grant Moto Finance a continuing first priority security interest in all Stablecoins, digital assets, yield payments, and other assets deposited and held in your wallet from time to time, as collateral for your obligations in respect of the outstanding balance of your Card. Such security interest shall remain at all times you are using the Services and until full repayment of any obligations you owe to Moto Finance.
b. Perfection; Further Actions. You agree Moto Finance may perfect its security interest under the UCC and applicable law, including by filing a financing statement identifying the collateral in your wallet and naming you as the debtor, and Moto Finance as the secured party. In making payments or following an event of default, Moto Finance may exercise control of the collateral assets held in your wallet. You agree to take any further actions, and execute any documents, reasonably requested by Moto Finance in order to perfect and maintain its security interest hereunder.
4. Rewards; Moto Points; Yield and Distributions; Digital Asset Risks.
a. Rewards and Moto Points. Certain eligible Card transactions may earn “cash back” in the form of points on the Moto platform (“Moto Points”). Moto Points and certain rewards may be available from time to time, are variable and discretionary, and are subject to change, as further described in Section 4 of this Agreement.
b. Variable Yield. Moto Finance may pay a yield on Stablecoins or other assets deposited in your wallet. Yield is variable and subject to change at Moto Finance’s discretion. Yield amounts depend on factors determined in by Moto Finance in its sole discretion, including, without limitation, deposit size, Card usage, and account tenure. Moto Finance may modify tier structures at any time and from time to time.
c. Moto Finance Retention of Excess Yield. Moto Finance reserves the right to retain any yield above the maximum percentage applicable to your tier.
d. Withdrawals. Subject to the retention in your account of funds in an amount equal to your outstanding Card balance and any other payments owed to Moto Finance, you may withdraw earned yield and other assets and amounts from your wallet at any time through the Moto Finance platform.
e. No Guarantee. Moto Finance makes no representation, warranty, or guarantee regarding any yield. Rates and returns may change at any time without notice. No yield is guaranteed and no minimum yield is assured. Assets in your account may decline in value due to market fluctuation in the price of Stablecoins or digital assets, among other reasons.
f. Regulatory Risks. Stablecoins and other digital assets are not insured by the FDIC or SIPC. Regulatory treatment of Stablecoins is evolving and may change. By participating in the Moto Finance program and using the Services and your Card, you agree to and accept all risk of loss related to regulatory change and any decline in the value of Stablecoins or other digital assets, and agree to hold harmless Moto Finance and its representatives, affiliates, executives, officers, personnel, employees, and agents from any claims, losses, liability, or damages in connection therewith.
5. Regulatory Disclosures; KYC Policy; Bank Secrecy Act and FinCEN Compliance.
a. Compliance and Disclosures: Collection of Personal Information. Moto Finance complies with all applicable laws on customer identification, anti money laundering (“AML”), and suspicious activity reporting. You agree to provide all requested know your customer (“KYC”) information, including accurate personal data and documentation for identity verification, in compliance with the Bank Secrecy Act (“BSA”) and FinCEN regulations. You may not use the Services if you are subject to U.S. Treasury OFAC restrictions or other applicable sanctions. Transactions may be monitored, and suspicious activity frozen, or reported to regulators in accordance with BSA/AML laws. We may share certain information we collect about you, including personally identifying information, with regulators and government agencies as required by law (including FinCEN, OFAC, and other U.S. authorities), with third party service providers assisting in KYC/AML compliance and payment processing, and with affiliates and partners to deliver the Services.
b. Use of Personal Information. To use the Services, you may be required to provide Moto Finance or its representatives or agents with your personal data (including, for example, your name, email address, and date of birth). You acknowledge and agree that you have authorized Moto Finance to share personal data with Moto Finance and any third party service providers, agents, partners, or representatives of Moto Finance. You agree that you have provided Moto Finance with personal data that is true, complete, and correct. Moto Finance will use your personal data to, among other permitted uses under the Privacy Policy, verify your identity, verify that you are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC), and to confirm that you are eligible to use the Card. You acknowledge you have read Moto Finance’s Policy and understand how Moto Finance may collect, use, and share your personal data. Please review it carefully and contact Moto Finance if you have any questions. By using the Services, you agree that Moto Finance may use your personal data in accordance with the Privacy Policy.
c. Representations and Warranties Regarding Information. By using the Services you represent and warrant in your individual capacity that (i) you are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Office of Foreign Asset Controls (OFAC), (ii) you will use the Services exclusively in your individual capacity and for purposes permitted by the Card Terms and this Agreement, (iii) all information you provide to us, either directly or through a representative or third party, is and will be true, correct, and complete, (iv) you will not use the Moto Finance Card for [commercial purposes] or any prohibited uses, and (v) you have reviewed this Agreement and the other Moto Finance Program Documents in their entirety, and understand and agree to the terms hereof and thereof.
d. Data Security and Retention. Moto Finance uses technical, administrative, and physical safeguards to protect your data. Despite safeguards, no system is 100% secure, and Moto Finance cannot guarantee protection. Personal data will be retained as long as necessary for legal, regulatory, and operational purposes. Moto Finance’s retention periods are intended to comply with BSA and financial recordkeeping requirements.
e. Your Rights. You may access, update, or correct your personal data by contacting Moto Finance. You may withdraw consent where applicable, subject to legal and contractual restrictions. You may request a copy of your data in accordance with applicable privacy laws.
6. Moto Finance Mobile Application and Web Platform; Intellectual Property.
a. Ownership of Moto Finance IP. You agree that Moto Finance or one of its affiliates owns all right, title, and interest in, or has a license to, any design, text, sounds recordings, images, software, code, system, technology, content, procedures and other intellectual property used or embedded in the Moto Finance website, mobile application, or used in the Services, including, without limitation, the Moto Finance name, logo, technology infrastructure, data, programming, information, computer and source code, and any related material developed and owned by Moto Finance, and including all the content on the Moto Finance mobile application (collectively, the “Moto Finance IP”).
b. Limited License; Revocation of Services.
- Scope of License. You are granted a limited, non-exclusive, non-transferable license to use the Moto Finance mobile application and web platform solely in connection with the Services. All Moto Finance IP remains with Moto Finance. You may not copy, modify, reverse engineer, or distribute the app, the web based platform, or any of the Moto Finance IP.
- Revocation. You may access the Services to the extent that (and only for so long as) you are authorized to do so by Moto Finance. Moto Finance may limit or terminate your access to the Moto Finance mobile application, web based platform, or the Services at any time, without notice. You agree not to circumvent or attempt to circumvent the security of the Services for any purpose, including to gain access to any Services or which you are not authorized.
c. Prohibited Use. You may not copy, transmit, display, distribute, repost, reproduce, republish, perform, license, alter, frame, store for subsequent use, modify or otherwise use in whole or in part in any manner any Moto Finance IP without our prior written consent.
d. Solicited User Content; Unsolicited Submissions; Feedback. From time to time, we may ask you to provide feedback, information, or ideas on the Services, for example, in the form of customer surveys or other interactions we may have with you (collectively, “Solicited User Content”). Unless otherwise indicated, any such Solicited User Content will be deemed and remain the property of Moto Finance, is non-confidential, and may be used by us without any restriction or compensation owed to you. You hereby grant Moto Finance a royalty-free, fully-paid, irrevocable, perpetual, nonexclusive, worldwide, assignable, and otherwise transferrable license, with the unrestricted and unlimited right to grant sublicenses, (i) to create derivative works based upon any feedback, suggestions, ideas, or requests you submit or otherwise communicate to us by any means (collectively, “Feedback”) and (ii) to use, copy, display, publish, distribute, or otherwise commercialize or exploit in any manner any Feedback or derivative works based thereon. You acknowledge and agree any Feedback you submit is not confidential. Moto Finance has no obligation to compensate or credit you for Feedback you provide us, regardless of whether or how Moto Finance may use or otherwise commercialize or exploit it. In order to avoid any misunderstanding, legal or otherwise, we do not accept, consider, or review unsolicited materials, feedback, or ideas on the Services (“Unsolicited User Content”). Should you send any Unsolicited User Content to us, you acknowledge and waive any claims against Moto Finance and its affiliates regarding any similarities between your Unsolicited User Content and any products, services, or features that Moto Finance may build or design in the future.
e. Third Party Sites and Content. From time to time, Moto Finance may provide links to, or by using the Services you may have access to or be directed to, third party websites (“Third Party Sites”) or articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software, and other content belonging to or originating from third parties (collectively, “Third Party Content”). Moto Finance has no control over these Third Party Sites or Third Party Content and is not responsible for the content or access (or lack of access) to any Third Party Sites or Third Party Content. If you decide to leave the Moto Finance mobile application or web based platform and access any Third Party Site (including accessing any Third Party Content), you do so at your own risk and you should be aware that our terms and policies no longer govern.
7. Indemnification and Limitation on Liability.
You agree to indemnify and hold Moto Finance harmless from claims relating to your use of the Services, the Moto Finance IP, the Moto Finance mobile application, and the Moto Finance web based platform. Technology and use of the Services is not without risk, including data and security breaches, malware, and other adverse actions by third parties, any of which could result in a temporary or permanent loss of use of the Services, corruption of or unauthorized access to your data, or loss of your assets. Moto Finance makes no representations or warranties, express or implied, regarding the Services, the mobile application, or the web based platform. Moto Finance shall not be liable for failed bill payments or interruptions in the Services. In all instances, the aggregate liability of Moto Finance to you is limited to the amount of fees you paid to Moto Finance in the twelve (12) month period immediately preceding the claim.
8. Notices and Contact Information.
a. Notices; Electronic Communication. You will receive communications to the email and mobile numbers you provided to Moto Finance. These communications may include push notifications, and text or SMS messages providing information or alerts about Services, the Moto Finance Card, or transactions, and may allow you to provide information to Moto Finance (such as sending a receipt from a transaction). You may elect to not receive certain notices through the Moto Finance account, but doing so will limit the use of certain Services and may increase your financial risks. By using the Services, you consent to (i) receiving notices to your mobile device and (ii) to executing documents electronically, and understand this consent and such execution has the same legal effect as a physical signature. If you wish to revoke this consent, please notify us.
b. Contact. For questions regarding this Agreement, the Services, or your data, contact Moto Finance at Email: team@moto-card.com; Phone: +1 (978) 584-4083; Address: 1111B S Governors Ave., STE 29768, Dover, DE 19904.
9. Moto Finance DeFi Protocol.
The Moto Finance protocol is a decentralized finance platform that operates on the blockchain network and extends credit to you based on criteria established solely by Moto Finance and set forth in the Moto Finance terms and conditions. Issuer does not originate or extend credit to you in connection with Moto Finance’s services but instead issues a Card that you may use to access credit extended through the Moto Finance platform. The Moto Finance platform is solely responsible for its credit services, including evaluation, approval, and denial of your credit application. Issuer has no responsibility for, and does not in any way participate in, the Moto Finance credit transaction. You understand that by using the Card you agree that the Issuer does not have any affiliation or liability related to any interactions between you and the Moto Finance protocol. The Moto Finance protocol services, and your access and use of those services, are governed by your separate terms of service for the platform made available via the Moto Finance application protocol. By using the Moto Finance platform, you understand that you are not buying or selling digital assets from either the card Issuer, or Moto Finance. You understand that Issuer is not affiliated with and has no relationship to the Moto Finance protocol or any assets linked thereto. Any fees associated with the Moto Finance platform accrue to providers in such platform and neither the Issuer nor Moto Finance have control over those fees. You also agree, and understand that the Issuer does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. You acknowledge and agree that you will access and use the Services, including, without limitation, the Moto Finance protocol at your own risk and will not hold Issuer or its affiliates responsible for any interaction with the Moto Finance Protocol or the Services. Should you have any issues with a transaction that is not a Card purchase, you should refer to your terms of service with Moto Finance. Should you have any issue with a transaction completed with your Card, please contact Issuer through the customer service channels listed in this Agreement.
10. Suspension; Termination.
Moto Finance may suspend or terminate your access to the Moto Finance account or the Services at any time and for any reason, in its sole and absolute discretion, without prior notice, including if directed by Rain or another partner of Moto Finance. This Agreement may be terminated by either party upon 30 days’ written notice. Termination does not affect Moto Finance’s rights with respect to outstanding obligations, collateral, or yield retention. Sections 6 (Moto Finance Mobil Application and Web Platform; Intellectual Property) and 7 (Indemnification and Limitation on Liability) shall survive termination.
11. Governing Law; Venue; Dispute Resolution; MANDATORY ARBITRATION; WAIVER OF JURY TRIAL AND CLASS ACTIONS.
This Agreement shall be governed by and construed in accordance with the internal laws of the Puerto Rico, without regard to its conflict of laws principles. Judicial proceedings (other than small claims actions) that are excluded from the arbitration provisions of the Moto Finance Program Documents must be brought in state or federal court in Puerto Rico, unless we both agree to another location, and you hereby consent to the venue and personal jurisdiction of such courts. The arbitration provisions of the Card Terms are incorporated herein by reference, mutatis mutandis, and shall govern all claims, causes of action, losses, and disputes between the parties hereto. The Card Terms and this Agreement require such arbitration to proceed by you in an individual arbitration and not a class action or class arbitration. The Card Terms also include a waiver of any right to trial by jury or judicial proceedings, including class actions and class proceedings, in connection with any dispute between you and Moto Finance.
12. Severability.
If any term or provisions hereof is held to be invalid or unenforceable, such provision shall be deemed modified to the minimum extent necessary to give effect to the extent thereof or, if no such modification is permitted, shall be deemed severed from this Agreement and shall have no effect on the remaining provisions hereof, which shall be fully enforceable and in full force and effect.
13. Amendments; Waivers.
We reserve the right to amend the Terms of Use and this Agreement and impose additional obligations or restrictions on you at any time. We will use commercially reasonable efforts to notify you in advance of any changes that impose material obligations on you. Notwithstanding the foregoing, by continuing to use the Services, you agree to be bound by such amendments or additional obligations or restrictions. No waiver hereof shall be effective unless agreed to in a writing by the parties.
14. Execution; Counterparts.
This Agreement may be executed electronically and in counterparts, each of which shall be deemed and original and all of which shall constitute one instrument. By using the Services, you acknowledge and consent to the ESign Notice.