‍Important Information about the Dash.fi Rewards Program.

These Dash.fi Rewards Terms and Conditions (“Terms”) govern Company’s (“Company” or “you” or “your”) participation in the Dash.fi  Rewards Program (“Rewards Program”).  These Terms form a part of the dash.fi Platform Agreement (“General Terms”). The Rewards Program is provided by dash.fi (“dash.fi” or “us” or "we") and is offered in our sole discretion.

1. Calculation of Cash Rewards
   
   
   1. Generally.  Cash Rewards (as defined herein) are calculated on Qualifying Purchases (as defined herein) made using your Card less (i) any reductions in interchange payable by MasterCard^®, (ii) any MasterCard or Bank fees applicable to any Qualifying Purchase, and (iii) any other costs or expenses associated with any Qualifying Purchase (“Network Fees”), and rounded to the nearest cent in accordance with these Terms.

As of the date of these Terms:

1. The “Sign-Up Bonus Cash Percentage” for the first two (2) calendar months of the Term is:

• Up to 3% of the Company’s Qualifying Purchases on the Standard Interchange Rate, less Network Fees, and
• Up to 2.5% of the Company’s Qualifying Purchases on the Discounted Interchange Rate, less Network Fees.

2. The “Earned Cash Percentage”: For a Company whose Account and Card are provided by Patriot Bank, N.A., the Earned Cash Percentage is 1.5% of the Company’s Qualifying Purchases on the Standard Interchange Rate (as defined herein), less Network Fees, and up to 1.25% on Qualifying Purchases on the Discounted Interchange Rate (as defined herein), less Network Fees.

Earned Cash Percentage and Sign-Up Bonus Cash Percentage (collectively, “Cash Percentages”).

2. Adjustments or Deductions to the Cash Percentages.  We work with bank partners to optimize the interchange fee on digital advertising purchases. We reserve the right to change the Earned Cash Percentage and the Sign-Up Bonus Cash Percentage in our sole discretion in the event that the gross interchange rate settles lower than the Standard Interchange Rate with respect to any MCC code underlying any Qualifying Purchase. In such an event, we will provide the Company Cash Rewards at the Discounted Interchange Rate. The impact of which may cause the Earned Cash Percentage and the Sign-Up Bonus Cash Percentage to be less than those cited above and may thereby reduce the Cash Rewards earned on any Qualifying Purchase.
   
   In other words, your Cash Rewards may be pro-rated based on the spread between the rate at which your transaction settles and the assumed standard Data Rate 1 on which your Cash Rewards are based. For example:
   
   If your Cash Rewards rate is 1.5% and your transaction settles at 10bps below the Standard Data Rate 1, then your net Cash Rewards rate would be 1.4%
3. Types of Cash Rewards

1. “Earned Cash Rewards”
   
   • The Earned Cash Rewards are determined by taking the Qualifying Purchase amount at the time of purchase and multiplying it by the Earned Cash Percentage, which shall accrue and be payable at the end of your Term.
2. “Sign-Up Bonus Cash Rewards”
   
   • The Sign-Up Bonus Cash Rewards are calculated by taking the Qualifying Purchase amount at the time of purchase and multiplying it by the Sign-Up Bonus Cash Percentage.
3. “Bonus Cash Rewards”
   
   • The Bonus Cash Rewards are contingent upon meeting the applicable requirements for a particular Bonus Cash Award (e.g., the Secured Card Program).
4. “Restricted Rewards”
   
   • We may offer certain rewards from time to time that are only available to a subset of dash.fi customers or in limited quantities. For example, a Restricted Reward may provide certain Users satisfying specific requirements the option to earn Cash Rewards at a higher rate or redeem Sign-Up Bonus Cash Rewards or Bonus Cash Rewards early. Redemption of a Restricted Reward will depend on the conditions that must be satisfied prior to their exhaustion or expiration. You are not guaranteed access to Restricted Rewards that are limited in number or conditioned on satisfying specific requirements.

2. How to Earn Cash Rewards

The specific Cash Rewards you may earn may be different depending on different factors including the products and services you use, the Rewards Tiers (defined herein) offered, and your eligibility. Notwithstanding any other provision in the Terms, we may limit earning and redemption of Cash Rewards, including through caps, fees, and expiration. We may determine that a transaction type, or particular transaction, is excluded from eligibility for Cash Rewards at any time in our sole discretion.

1. Minimum Spend Requirement to Receive Cash Rewards

You must spend at least Twenty Thousand Dollars ($20,000) in Qualifying Purchases to qualify for Cash Rewards (“Purchase Commitment”).  By making Prepayments, moreover, you may be entitled to earn certain Rewards.  So, for example when you fund Five Hundred Thousand Dollars ($500,000) as a Prepayment or Collateral, you will earn an up to additional 1.25% of Earned Cash Rewards on Qualifying Purchases on your first Five Hundred Thousand Dollars ($500,000) per month in spend.

2. Prepayment Used as Collateral Against Future Payments and To Offset Costs of Rewards Program Abuse. 

To receive the maximum rewards available, you must pre-pay or transfer a specified sum to: (1) an account held by dash.fi (“dash.fi bank account”); or (2) an account held by one of our Financial Partners (and controlled by dash.fi)—a so-called for benefit of account (“FBO account”).  

You understand that, once a Prepayment has been made (thereafter “Funds”), dash.fi may manage, invest, transfer, pledge, re-pledge, hypothecate, re-hypothecate, lend or otherwise utilize or control those Funds.  You further understand that you may not be able to access or request a return of unused Prepayments for a period of time.   Prepayments are intended to be applied, at a future date, by us to pay your Card balance or to compensate us, our Financial Partners, or other third parties for losses or other fees.  If you were to prepay for an automobile but were yet to take delivery, the funds used to pay for the car are no longer yours.  The same is true here.  The funds used to compensate us and our Financial Partners for future Card spend and other services are no longer yours.  While we may return excess Prepayments (as described below), such returns do not entitle you to Prepayment Funds before we assess whether there has been an overpayment.  

We intend to apply prepayments to compensate our Financial Partners for your associated card spend.  All such prepayments therefore, satisfy (to up to the dollar amount of the prepayment), your obligation to the Financial Partner who issued your card.   In essence, a prepayment of funds to dash.fi is tantamount to a prepayment directly to its Financial Partner.  

So, in a typical rewards prepayment, the Funds would flow as follows: 

1. Customers Bank Account
   
   1. Customer initiates prepayment or authorizes Dash.fi to initiate transaction from your account
2. Dash.fi Bank Account / FBO Account
   
   1. Funds held until transferred to pay down customer card balance
3. Dash.fi Sweep Account
   
   1. Before your payment is due, Dash.fi will cause your funds to be transferred to an account from which the Financial Partner can initiate transactions
4. Financial Partner
   
   1. Financial Partner will pay the card networks pursuant to its issuing bank agreement with the relevant network

To earn the maximum rewards, you may need to initiate or authorize dash.fi to initiate additional prepayment transactions.  The Funds will be eligible for FDIC insurance while held by dash.fi, but depending on how they are held, dash.fi, not its customers, may be the insured entity.  Regardless, as Prepayments are the equivalent of a direct payment to the Financial Partner who issued your card product, dash.fi—not its customers—bears the risk of a bank failure or similar incident.   In other words, the Funds once received by dash.fi, are equal to a payment for future Card spend.  If we hold funds in an account at a Financial Partner, that Financial Partner fails, and the Prepayment Funds are not recoverable by means of FDIC insurance, you will still receive the benefit of the Prepayment as the Prepayment amount will still be applied to your future Card balance.  If we hold funds in an FBO Account, you may be eligible for pass-through FDIC Insurance, but if we hold Funds in an account in dash.fi’s name or transfer those Funds to compensate the Card issuer or another third party, you are not the insured party.  As noted above, however, whether you are the insured party or not, you will receive the benefit of the Prepayment.  

For the purposes of this agreement, “Collateral” or “Prepayment” means the funds you agree to deposit with Bank or a designated Financial Partner, as determined consistent with these Terms, and which we deems necessary to support the risks associated with this Rewards Program.  

3. Treatment of Prepayments as Collateral 

1. Risks to Bank and Program Manager

To be eligible for Rewards derived from your use of a Card, you will have previously entered into a Card Agreement with our one of our Financial Partners.   As noted above, we maintain this Rewards Program, which entitles users Rewards for certain activities conducted in connection with your use of those Cards. 

To receive certain Rewards pursuant to certain Rewards tiers, you must make a Prepayment.  This Prepayment is meant to address the financial and other risks attendant with the Cards and the Rewards Program. Among other risks, we may incur costs related to non-payment risk—the risk that you and other users will not abide by the terms of the Card Agreements and repay sums advanced by the Bank. We, likewise, are responsible for Rewards program abuses and for the costs of administering the Rewards. Together, the risks are referred to herein as the “Program Risks.”

2. Prepayments as Collateral

To mitigate or address these Program Risks and in exchange for eligibility for certain Rewards under the Rewards Program, you agree to provide us with full right and title of ownership to the Collateral by depositing Collateral at an account at one of our Financial Partners, as designated or directed by the us or our Financial Partners (the “Collateral Account”):

3. Calculation of Required Prepayment for Eligibility for Certain Rewards 

In general, we will utilize the United State Dollar value equal to 30x your peak daily spend over a trailing calendar quarter period in compliance with the terms of the Card Agreements.  In the event there has been no spending in the previous period or due to other unforeseen risks or factors, we may unilaterally increase or decrease the required Prepayment amount to earn certain Rewards.  

4. Transfer of Prepayments 
5. Prepayments will be provided to us at an account held at one of our Financial Partners utilizing one of the following approved methods:
   
   • You authorize us or our Financial Partner, to pull the Prepayment via ACH transfer automatically based on your monthly spend in accordance with the formula set out herein.
   • You initiate a one-time wire transfer from you to the Collateral Account.
   • You authorize a one-time ACH pull from your authorized bank account.
   • Utilizing other methods, including but not limited to a sweep arrangement, approved by us and our Financial Partners.
6. Limitations on Return/Withdrawal 

You will not be able to withdraw or access the Prepayments delivered to Bank for at least the following quarter.   User may request an expedited return of unused Prepayments, subject to our approval, to be returned at the end of the calendar month, net 15. Any such return is subject to our approval in our sole discretion.  

In the event that you have excess amounts of Collateral or Prepayments  because the Funds delivered to the Collateral Account were greater than needed for your Card spending for the current Quarter, you may withdraw or request the return of the Collateral by providing a minimum 30-day notice prior to the end of the month. Withdrawal requests can be made via:

• request to your assigned account manager; or
• request through our standard support team.

7. Limitation on Rewards 

If you fail to transfer a Prepayment at or above the minimum Prepayment required for Rewards eligibility, you will no longer be entitled to Rewards based on the Prepayment.  

8. Use of Collateral 

You appoint and acknowledge that we may act in our discretion to apply the Prepayments consistent with these Terms. To that end, we may
cause that Collateral to be transferred—consistent with the Parties’ obligations under this Agreement, the Card Agreements, and/or other agreements or terms between or among the Parties—back to you, to our Financial Partners, or to another third party at our direction. Receipt of the Collateral fulfills your obligations to the issuer of your Card in an amount equal to your Prepayment, as well as fulfilling your obligations under this Agreement as consideration for our provision of certain Rewards under these Terms. You expressly acknowledge that—again consistent with these Terms and any other applicable agreements—we may pledge, re-pledge, hypothecate, re-hypothecate, lend or otherwise utilize funds delivered as Collateral, consistent with applicable laws or regulations. Again, once you make a Prepayment, you understand that those Funds are no longer yours.  Therefore, dash.fi will be responsible for managing or otherwise crediting, applying, or paying those Funds to the appropriate Financial Partner or other third party.  

3. Redemption of Cash Rewards.  
   
   1. In General.  Cash Rewards may not be combined with other discount or reward programs, unless specifically authorized by us.  We display your Cash Rewards, redemption options, and other available perks in your dash.fi Account.
   2. Payments: Cash Rewards will be eligible for redemption and paid out automatically according to the following schedule:
      
      1. Earned Cash Rewards.  Earned Cash Rewards will be paid within thirty (30) days of the end of each calendar quarter.
      2. Sign-Up Bonus Cash Rewards. Your Sign-Up Bonus Cash Rewards will be paid at the end of the Term.
      3. Bonus Cash Rewards.  Contingent upon meeting the applicable requirements for a particular Bonus Cash Award, the corresponding Bonus Cash Reward will be paid at the end of the Term.
      4. Restricted Rewards.  Redemption of a Restricted Reward will depend on the conditions that must be satisfied prior to their exhaustion or expiration.
   3. Redemption Methods. Following the applicable Cash Rewards pay out date, the Cash Rewards will be loaded onto your dash.fi Black Diamond Card unless the Company selects one of the following alternative methods:
      
      1. BTC/ETH.  The Cash Rewards will be paid into the Company’s wallet of its choosing, less any dash.fi transaction processing fees. The Company may sell BTC/ETH or transfer it out at any time, less applicable dash.fi transaction processing fees.
      2. Automated Clearing House (“ACH”).  The Cash Rewards will be paid into the Company’s Linked Account via ACH transfer.
      3. Card.  The Cash Rewards will be loaded onto virtual or physical cards. Rewards cards have a maximum daily and monthly spend limit of Fifty Thousand Dollars ($50,0000) and may become temporarily inactive if your dash.fi account stops transacting daily on qualified merchants such as Facebook and/or Google.
4. Eligibility for the Rewards Program
   
   1. Enrollment in the Rewards Program.  Upon opening an eligible dash.fi Account, the Company is automatically enrolled in the Rewards Program.  However, Certain dash.fi Accounts may not be eligible to participate in the Rewards Program. We may update or change eligibility criteria, restrictions, and requirements at any time.
   2. Continued Participation in the Rewards Program.  For all eligible dash.fi Accounts, in order to remain enrolled in the Rewards Program, the Company must: (i) continuously maintain their dash.fi Account in good standing, (ii) maintain a Linked Account, and (iii) ensure that all Users accruing or redeeming Cash Rewards on behalf of the Company are affiliated with the Company.
   3. Loss of Continued Participation in the Rewards Program
      
      1. Loss of dash.fi Account Good Standing.  Should your dash.fi Account not remain in good standing for any reason you may become ineligible to earn, use or redeem Cash Rewards, and you may forfeit any Cash Rewards previously earned or accrued.
      2. Suspension/Termination of Participation in the Rewards Program.  We reserve the right to suspend your ability to earn, use or redeem the Cash Rewards balance or to terminate your participation in the Rewards program in the event (i) you violate any agreement you have with us (including, without limitation, these Terms or the Platform Agreement); (ii) you act in a manner inconsistent with applicable laws; (iii) you engage in any misuse, misconduct or wrongdoing in connection with your dash.fi Account, Card or the Cash Rewards feature(s); (iv) you structure purchases or conduct transactions with your Card to manufacture spend; (v) you engage in any fraudulent or inappropriate use of your dash.fi Account that is outside the typical usage dash.fi accounts, (vi) you are subject to bankruptcy, receivership, reorganization, liquidation, dissolution, insolvency or any similar proceedings, (vii) we believe that you may be unwilling or unable to pay your debts as they come due, (viii) you fail to make a payment owed by you to us in full on or before its due date, and/or (ix) your dash.fi Account is suspended or closed by you or us  (items (i) through (ix) collectively, the “Prohibited Actions”).

In the event of any Prohibited Actions, your Cash Rewards may be forfeited, we may suspend your ability to earn, use or redeem Cash Rewards, or we may terminate your participation in the Rewards Program, each in our sole discretion.  Any Cash Rewards earned and/or accrued in violation of the Terms or pursuant to or in connection with any Prohibited Actions may be revoked by us in our sole discretion.  

3. dash.fi Account Delinquency/Closure.  In the event that your dash.fi Account is delinquent, you will not earn any Cash Rewards on your Qualifying Purchases during your delinquency status.  You will lose all Accrued Cash Rewards when your dash.fi Account is closed or terminated, either by you or by us.
4. You hereby authorize us to use any Cash Rewards (including the Sign-Up Bonus Cash Rewards or Bonus Cash Rewards) in order to pay any outstanding balance or debt that you owe to us (whether in connection with the Program or otherwise).

5. Qualifying Purchases
   
   1. You will only earn Cash Rewards for digital advertising purchases using your Card (collectively, “Qualifying Purchases”). The following purchases/transactions ARE NOT Qualifying Purchases:
      
      1. Cash advances or quasi-cash transactions (i.e., purchase of items that convert to or substitute for cash, such as digital wallets, person-to-person transactions, casino chips or transactions at online gaming sites, travelers’ checks, checks that access your Card, wire transfers, lottery tickets, account fees and charges you receive through us, etc.);
      2. Chargebacks;
      3. The use of your Card to purchase or fund gift cards or for funding another card or account;
      4. Bill payments, either using your Card or using our online bill pay service (Plastiq, Melio, etc.);
      5. Balance transfers or transferring funds from your Card or dash.fi Account to another account or credit card account;
      6. Items returned for credit and disputed, unauthorized or fraudulent transactions;
      7. Any international transactions (including any international fees);
      8. Large Ticket Purchases;
      9. Transactions conducted at dash.fi; and
      10. Non-qualifying MCC codes (as described below) (all items stated above, collectively, “Non-Qualifying Purchases”).

Merchants that accept Cards are assigned a Merchant Category Code (“MCC”) based on the kinds of products and services they sell. We do not determine which MCC a merchant chooses to classify itself, and we have no way of changing the identifying information we receive from a merchant when you make a purchase. As a result, some purchases may appear to us as Non-Qualifying Purchases. When this occurs, you will not receive Cash Rewards for such transactions.  If you want more information on which transactions will qualify for Cash Rewards in advance of transacting, please contact us and we will collaborate with you to identify qualifying transactions.

Cash Reward Tiers.

We established Cash Reward tiers with separate criteria for participation, and with distinct benefits (“Reward Tiers”). While we may publicize certain requirements for participation in a certain Rewards Tier, we may make independent evaluations as to whether you qualify for any given Rewards Tier. We may use any information that you provide to us, or that we have access to, when determining qualification for a Rewards Tier and we are under no obligation to disclose the factors taken into consideration when making our determination. Your eligibility for a Rewards Tier may be changed at any time in our sole discretion. Please contact us if you believe that you qualify for a specific Reward Tier

Black Diamond Program

1. Qualifications for the Black Diamond Program.  To become eligible to receive the benefits of the Black Diamond Program, a Company must complete Qualifying Purchases in an amount greater than or equal to Eight Hundred Thousand Dollars ($800,000) on a monthly basis. At dash.fi’s sole discretion, a Company may be allowed to remain in the Black Diamond Program on a short-term basis, if the spend minimum is not met.
2. Black Diamond Program Benefits. A Company will receive the following benefits upon qualifying for the Black Diamond Program:

• Custom rewards agreements, sign up bonuses, and incentives
• An additional 1% in Cash Rewards when you refer three (3) friends per year that spend equal to or great value.  Said 1% in additional Cash Rewards is payable after a referred Company spends equal to your last 12 months of spend (“Referral Bonus”);
• An additional 2% in Cash Rewards by using or connecting to dash.fi’s ad-network partner accounts (“Rebate Accounts Bonus”);
• Access to premium Facebook/Meta agency accounts; and
• A dash.fi diamond-encrusted black Cash Rewards card (“Black Diamond Card”).
• Black Diamond Card will become inactive within 30 days Company failed to complete Qualifying Purchases of Eight Hundred Thousand Dollars ($800,000) in monthly spend.

2. Miscellaneous 
   
   1. Adjustments to Your Earned Cash Awards.  Returns, reversals, cancellations or disputes involving a Qualifying Purchase, or a Qualifying Purchase that is authorized but does not post to your dash.fi Account, will result in the Cash Rewards being reversed, debited or canceled (in whole or part) which reflect that portion of the Qualifying Purchase which has been returned, reversed, canceled or disputed. Such returns, reversals, cancellations or disputes may reduce or eliminate your Cash Rewards already earned. It may also cause a negative Cash Rewards balance and in some instances, in our sole discretion, we may debit your dash.Fi Account in an amount sufficient to restore the Cash Rewards to a zero balance.  
   2. Value of Cash Rewards. Cash Rewards have no cash value until such time as you may request and receive redemption for your eligible Cash Rewards. You may not assign, transfer, or pledge your Cash Rewards. You have no property rights or other legal interest in Cash Rewards before they are redeemed. 
   3. Fees.  In addition to the fees referenced herein, any other fees associated with your dash.fi Account can be found on the Fees section of our website.
   4. Disputes.  You are responsible for determining if your Cash Rewards balance is correct. If you find an error of if you would like to dispute your Cashback Rewards, such dispute must be reported to dash.fi within sixty (60) days from the date the account statement containing the potential error was issued to you. If you do not report the error with the (60) day period, you will forfeit the right to contest the balance.
   5. Pass-Through Fees.  The following fees are applied to any Qualifying Purchase or Non-Qualifying Purchase as applicable to the particular transaction by multiplying the stated fee by the transaction amount and adding the result to the transaction amount:
      
      1. USD Coin (USDC) and Wrapped Bitcoin (WBTC) top-up fees: 50 bps passthrough from OTC desk
      2. European Union & British Pound Sterling (GBP) top-up FX fees: 20 bps
      3. Mastercard Cross-Border Fee for ad accounts based outside of the United States, but still processed in USD: 50 bps
      4. Mastercard FX Fee on ad accounts that process in a currency other than USD: 100 bps
      5. Additional Mastercard network fees which may include, but are not limited to, international transaction fees, foreign exchange fees, cross-border fees, and bank/processor fees, may result in adjustments to your Cash Rewards.
   6. Assignment.  We may assign, pledge, or otherwise transfer the administration of these Terms without providing Notice to you.
   7. Release.  You release FunnelDash Inc. d/b/a dash.fi from all liability for your use of Cash Rewards and for your participation in the Rewards Program. Separately, you release FunnelDash Inc. d/b/a dash.fi from liability for third party claims in accordance with these Terms.
   8. Taxes.  You are responsible for determining any tax liability arising from participation in the Rewards Program. Consult your tax advisor concerning tax consequences.
   9. Termination.  We may suspend or terminate the Rewards Program, any of the Tiers, or any of the Bonus Cash Awards programs at any time and in our sole discretion. In the event that the Platform Agreement is terminated, these Terms will immediately terminate.
   10. Definitions.  Unless the context requires otherwise, all capitalized terms used, but not defined herein, shall have the meanings set forth in the Platform Agreement:
       
       1. “Cash Rewards” shall mean Earned Cash Awards, Sign-Up Bonus Cash Awards, Bonus Cash Rewards, Restricted Rewards, other points, perks, credit, or benefits conferred by dash.fi through participation in the Rewards Program.
       2. “Discounted Interchange Rate” shall mean an interchange rate that settles for less than the Standard Interchange Rate (as defined below).
       3. “Large Ticket Purchase” shall mean a Qualifying Purchase above Ten Thousand Dollars ($10,000).
       4. “Qualifying Purchases” shall mean United States dollar-denominated purchase transactions on Facebook, Google or any merchant with “advertise” in its name and are limited to digital advertising spend.  Transactions excluded from Qualifying Purchases are further detailed below in these Terms.
       5. “Renewal Period” shall mean all subsequent consecutive monthly periods after the Initial Term unless terminated by either party;
       6. “Standard Interchange Rate” shall mean the gross interchange rate for Mastercard's Commercial Data Rate 1.
       7. “Term” shall mean the 12 months beginning on the date of first spend.

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