MineralTree® Third-Party Service Terms

These Third-Party Service Terms apply to and govern the use by Customer of various Third-Party Services used in connection with the Solution. These Third-Party Service Terms are required by the third parties that provide such Third Party Services. Capitalized terms used but not defined in the Agreement shall have the meaning ascribed in the respective attachments.

Attachment I (Priority Commercial Payments, LLC Terms and Conditions) governs direct-debit payment and related services, as updated from time-to-time in MineralTree’s sole discretion.

Attachment II (TransferMate Customer Framework Agreement) governs international payment technology and services, as updated from time-to-time in MineralTree’s sole discretion.

Attachment III (Settlement Account Addendum) governs settlement-account provision, use, access, payments and services, as updated from time-to-time in MineralTree’s sole discretion.

ATTACHMENT I TO MINERALTREE® THIRD-PARTY SERVICE TERMS

PRIORITY COMMERCIAL PAYMENTS, LLC TERMS AND CONDITIONS

You (“Customer” or “You”) have entered into an agreement with MineralTree, Inc. or its affiliate, successor or assign (“MineralTree”) pursuant to which You receive or may receive accounts payable software products or services through or as enabled by MineralTree’s software platform (the “Software Platform”). The Software Platform is separate from and interoperates with the payment processing and related services provided by or on behalf of Priority Commercial Payments, LLC (“Priority” or “us” or “we”), Sutton Bank, headquartered in Ashland, Ohio (the “Issuing Bank”), and Atlantic Capital Bank, N.A. of Chattanooga, Tennessee (the Originating Depository Financial Institution or “ODFI”), as such Issuing Bank and ODFI may change in Priority’s discretion from time to time.

These terms and conditions (the “Agreement” or “Priority Terms”) are a contract between You and Priority and govern Your access and use of all or any part of the Priority Services (defined below) provided by us and our affiliates or on our behalf pursuant to our agreement with MineralTree and the transactions You conduct through or in connection with the Software Platform and such Priority Services.

By clicking “I Agree” or otherwise using any of the Priority Services, You accept and will be legally bound to these Priority Terms. Priority is willing to provide the Priority Services only pursuant to these Terms. If You do not agree with all the Priority Terms, You may not access or use the Priority Services.

You acknowledge that Priority, the Issuing Bank, ODFI, and their respective affiliates, successors or assigns, have the right to enforce these Priority Terms directly against you and any affiliates using the Priority Services and their respective successors and assigns.

PLEASE READ THE FOLLOWING PRIORITY TERMS CAREFULLY AND KEEP A COPY FOR YOUR RECORDS.

1. Nature of Services. Subject to the terms and conditions of these Priority Terms, Priority may provide Customer various payment processing services (the “Priority Services”) as described in Section 2 for purposes of making payments to Customer’s suppliers, merchants, or other business payees (“Supplier”). The Priority Services may only be used in and for payments to Suppliers located within the United States and for services provided in the United States, and only by authorized employees and other users of Customer. Priority may modify the manner in which the Priority Services are provided and the features thereof in its discretion, and such Services may be subject from time to time to additional terms and conditions that will be provided by Priority. All services subject to availability and Priority’s approval.

2. Services to Be Provided by Priority. Subject to the applicable terms for each Priority Service, availability, and credit approval, Priority shall make available the Priority Services listed below based on Customer’s selection:

2.1. Virtual Card Solution. Priority offers a virtual card payments solution through which payments by Customers to Suppliers are made through the Visa network (the “Network”) using single-use, virtual credit cards issued by Issuing Bank (“Virtual Cards”).

2.2. CPX Direct. Priority offers Suppliers the option to accept payment by Virtual Cards through the Supplier’s card processing account with Priority.

2.3. ACH+. This is an automated clearinghouse (“ACH”) payments solution in which Suppliers pay a fee for participation. Such fees may be calculated as (i) a flat processing fee; or (ii) as part of Priority’s Dynamic Discounting offering. Under Dynamic Discounting, Suppliers agree to pay a discount in return for accelerated repayment terms. Additional terms as stated in Section 5 may apply to Customer if Dynamic Discounting is used.

2.4. Standard ACH. This is an ACH payments solution.

2.5. Supplier Enrollment. Priority and Customer will cooperate in the creation of a Supplier enrollment plan and selected payment methods. Priority will receive and parse Customer’s payment files (to be in a format and delivered in accordance with procedures in each case approved by Priority) for further payment in accordance with Sections 2.1 through 2.4 above.

3. Mineral Tree Integration and Access. Customer is a party to an agreement with MineralTree pursuant to which MineralTree provides integration software, account management, and other products and services to Customer through the Software Platform (an “Authorized User Agreement”). In connection with the MineralTree Authorized User Agreement, which includes and incorporates these Priority Terms, Customer authorizes Priority to provide MineralTree with (i) access to Customer’s Account and the Priority Services, including certain administrative functions such as initiating Virtual Card, ACH, or other payments on Customer’s account(s), and (ii) Customer’s transaction, volume, and limits data. Customer acknowledges and agrees that Priority and its affiliates and contractors shall have no liability for any actions or inaction of MineralTree with respect to the Priority Services or MineralTree’s access to such accounts. Customer authorizes Priority to rely on information and follow the instructions received by or through the Software Platform or otherwise provided by or on behalf of Customer with respect to the Priority Services, including, without limitation, existing Customer ownership data and Virtual Card and ACH Bank Accounts (defined below) information, and instructions regarding amounts to be paid to particular Suppliers using the Priority Services. Customer is responsible for all such information and instructions, whether originated at the direction of Customer or MineralTree, and all charges, fees, or other liabilities resulting with respect thereto. Customer agrees to indemnify, defend, and hold harmless Priority and Priority’s affiliates and their respective personnel, employees, officers, executives, directors, agents, successors and assigns, and contractors from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and litigation costs) arising out of or in connection with any reliance by Priority, Priority affiliates, the Issuing Bank, ODFI or their respective successors, assigns or contractors on Virtual Card and ACH Bank Account data, Customer ownership data, instructions, directors, and other information provided or made available to them by MineralTree or MineralTree’s contractors or their successors or assigns or through the Software Platform with respect to the Priority Services offered or made available to Customer. Customer’s representatives, including MineralTree, may access the Priority Services only as required to administer Customer’s utilization of the Software Platform and for no other purpose.

4.Additional Terms for Virtual Card Solution.

4.1. General. If Customer selects, and is approved to make payments through, Priority’s Virtual Card solution, Priority and Issuing Bank will provide Customer access to one or more accounts through which it can request payments be made to Suppliers through Virtual Cards (each a “Virtual Card Account”). All Virtual Cards used to process payments shall remain the property of Priority or the Issuing Bank, and must be returned or destroyed (with certification of destruction) upon request. Priority or the Issuing Bank may suspend, cancel, revoke, or restrict the use of any or all Virtual Card Accounts or Virtual Cards at any time, and reserve the right to decline to process any individual transactions.

4.2. Credit Limit. If Customer is approved to make payments through Priority’s Virtual Card Solution, Priority or Issuing Bank will establish a credit limit for Customer’s Virtual Card Account(s) and allow Customer to make purchases on credit through Virtual Cards up to a certain amount. Priority or Issuing Bank, in their sole respective discretions, shall be responsible for determining the amount of any such credit limit, according to their underwriting criteria and other relevant factors. Not all Customers will be eligible, and Priority and Issuing Bank reserve the right to reject a Customer, or to revoke, limit, reduce or increase a credit limit in their sole respective discretions. Any credit limit established for a Customer will be subject to periodic review and adjustment by Priority or Issuing Bank. Priority shall communicate the initial amount of any approved credit limit to Customer at the time Customer’s Virtual Card Account is approved or activated, subject to modification as noted above.

4.3. Authorization. Customer hereby authorizes Priority, directly or through its affiliates and contractors, to effect ACH Entries from the bank account(s) designated by Customer (the “Virtual Card Bank Accounts”) to cover the amounts due on any given day in connection with payments through Customer’s Virtual Card Account, including for payment of any amounts owed to Priority in connection with such services (the “Virtual Card Authorization”). For avoidance of doubt, the repayment term shall be a daily bill, daily pay model that requires Customer to pay in full the day after a payment, charge, or fee is incurred or accrues. To the extent payments are made by Priority by initiating an ACH debit, Priority reserves the right to effectuate such ACH debit to the Virtual Card Bank Accounts on the days set forth above or any other subsequent business day. Customer must ensure it has at all times sufficient funds in its Virtual Card Bank Account to cover the amounts due on any given day in connection with payments through Customer’s Virtual Card Account. In all cases, Customer will be required to ensure its unpaid balance, including all pending or unbilled transactions, fees, and other charges on the Virtual Card Account, does not exceed the established credit limit. Priority may require immediate payment of outstanding amounts, suspend further Virtual Card Account use, and/or impose additional fees, if Customer exceeds its credit limits or fails to make full or timely payment on any amounts owed. This Virtual Card Authorization is to remain in full force and effect until thirty (30) days after Priority has received written notification from Customer or MineralTree of termination of this authorization, by email to the following address: [email protected], in such time and manner as to afford Priority a reasonable opportunity to act on the notification. Customer agrees to pay the reasonable costs of collection efforts undertaken with respect to any delinquent amounts payable by Customer or with respect to Virtual Card Services provided hereunder.

4.4. Corporate Liability. Customer acknowledges and agrees that Virtual Card Accounts do not follow an individual liability model and Customer shall be liable to Priority for all payments made to Suppliers on Virtual Cards.

4.5. Non-Revolving. Credit extended through any Virtual Card Account is not revolving and the total amount due on each periodic statement is due and payable in full by the date shown on the statement. This amount includes transactions posted since the last statement date, applicable fees, amounts past due, late payment charges, charges for returned checks and other applicable charges.

5. Additional Terms for ACH+ and Standard ACH.

5.1. Acknowledgment. Customer acknowledges that ACH+ and Standard ACH are provided by Priority pursuant to these Priority Terms by virtue of Priority’s contractual relationship with the ODFI, which is a federally-insured financial institution regulated by federal and state banking agencies (“Agencies”). Priority, the ODFI, and the Agencies are relying upon the accuracy of all information provided by Customer and Customer’s performance of its obligations hereunder. Customer and Priority acknowledge that the ODFI is a third-party beneficiary of this Agreement, and ODFI has all the rights under this Agreement as if it were a party thereto. Customer agrees and acknowledges that all ACH transactions must comply with all applicable federal and state laws and the NACHA Network (“ACH Network”) Operating Rules (available at www.nacha.org).

5.2. Entries; Compliance with Rules. Priority or its affiliates and contractors will initiate credit and debit entries (an “Entry” or “Entries”) as those terms are defined by the ACH Network rules from the bank account(s) specified by Customer in the manner required by Priority by means of the ACH Network, subject to the ACH Network Rules, the Electronic Funds Transfer Act (15 U.S.C. 1693, et seq.), Regulation E (12 C.F.R. 1005, et seq.), and other applicable laws and regulations as they may change from time to time. Priority shall: (i) process Entries received from Customer that conform with the file specifications set forth in the ACH Network Rules or as otherwise required by Priority; (ii) transmit such Entries by way of an ODFI to the ACH Network; and (iii) settle such Entries as provided in the ACH Network Rules.

5.3. Authorization. Customer hereby authorizes Priority, directly or through its affiliates and contractors, to effect ACH Entries from the bank account(s) designated by Customer for ACH+ or Standard ACH (the “ACH Bank Accounts”), including for payment of any amounts owed to Priority as well as any Returns in connection with such services (the “ACH Authorization”). Customer must ensure it has at all times sufficient funds in its ACH Bank Accounts to cover the amounts due on any given day in connection with payments initiated through the ACH Service. Customer agrees that ACH payment instructions it sends to Priority shall constitute authorization for the origination of an ACH entry on Customer’s behalf to the Supplier’s (or Receiver’s) accounts. This ACH Authorization is to remain in full force and effect until thirty (30) days after Priority has received written notification from Customer or MineralTree of termination of the ACH Authorization, by email to the following address: [email protected], in such time and manner as to afford Priority a reasonable opportunity to act on the notification. Customer agrees to pay the reasonable costs of collection efforts undertaken with respect to any delinquent amounts payable by Customer or with respect to ACH Services provided hereunder.

5.4. ACH Transactions. Customer is obligated to ensure that the ACH Bank Accounts are funded at all times in the amounts necessary to fulfill all requested ACH transactions. Customer acknowledges that Priority and the ODFI have the right to periodically review the volume and character of the Entries initiated by Customer and its business operations to evaluate the credit risk associated with processing Entries on behalf of the Customer. Priority and the ODFI have the right to terminate or suspend providing services under this Agreement for breach of the ACH Network Rules and the right to audit any Customer’s, Third-Party Sender’s, or Originator’s compliance with this Agreement and the ACH Network Rules. Customer and Priority agree that all Entries transmitted to Priority for processing shall comply with the formatting and other requirements set forth in the ACH Network Rules.

5.5. Credit Entries. Customer shall pay the amount of each credit entry transmitted or processed through the ACH Services on the banking day two days prior to the date upon which the credit entry settles (the “Settlement Date”). Payment will result in individual debits for each transaction to the ACH Bank Accounts on the Settlement Date as described in the previous sentence for that day’s Settlement Date.

5.6. Debit Entries and Other Fees. Customer shall be responsible to Priority for the amount of any debit Entry submitted by Customer and returned by a receiving depository financial institution (“RDFI”) that was transmitted by Priority or its Affiliates pursuant to these Priority Terms (“Returns”), and Customer acknowledges that such transactions cannot be completed until such Return has been resolved. Priority and its Affiliates have no control over the acts or omissions of the RDFI and are not liable therefor. Customer shall promptly pay Priority the amount of any other fees owed to Priority in connection with Customer’s use of the ACH Services.

5.7. Fines, Fees, and Other Costs. In the event any payments made using the ACH Services incur any fees or interest or other charges or fees, Customer shall be solely liable for such fees or charges. Customer shall reimburse Priority for any fines, fees, interest, charges or other costs imposed on Priority or its affiliates or ODFI for any violation of the ACH Network Rules or applicable law by Customer in connection with the Standard ACH services. Priority reserves the right to offset such amounts against the Customer’s ACH Bank Account.

5.8. Late or Rejected Entries. Each Customer will be given a cut-off time for item/file submission (as they may change from time to time in Priority’s sole discretion). Any items/files received after the cut-off time will be processed the following banking day, as defined by the ODFI. Priority will notify Customer of late or rejected entries. Rejected entries will be processed upon correction and resubmission of entries by the Customer, subject to standard cut-off times. Priority may reject any Entry in its sole discretion.

5.9. Notice of Returned Entries and Notifications of Change. Priority or MineralTree shall notify Customer of the receipt of a returned entry from the ACH Network no later than one business day after the business day of such receipt. Priority shall have no obligation to retransmit a returned Entry to the ACH Network if Priority complied with these Priority Terms with respect to the original Entry. Priority shall provide Customer all information, as required by the ACH Rules, with respect to each Notification of Change (NOC) Entry or Corrected Notification of Change (Corrected NOC) Entry received by Priority relating to Entries transmitted by Customer. Priority shall provide such information to Customer within one banking day of the Settlement Date of each NOC or Corrected NOC Entry. Customer shall ensure that changes requested by the NOC or Corrected NOC are made within six (6) banking days of Customer’s receipt of the NOC information from Priority or prior to initiating another entry to the Receiver’s account, whichever is later.

6. Term and Termination. Customer and Priority may terminate this Agreement, and Priority may suspend providing any of the Priority Services to Customer, with or without cause at any time upon providing written notice to the other (which notice may be transmitted by MineralTree). In addition, termination shall automatically and immediately occur if Customer’s agreement with MineralTree to receive the Software Platform and/or Priority Services expires or terminates. Customer’s obligation to pay for all account balances, transactions, services, and other outstanding amounts and fees accrued or incurred up to the effective date of termination or expiration of these Priority Terms (including any account balances and transactions posting to accounts after such termination or expiration) shall survive termination or expiration and be payable in accordance with these Priority Terms. Upon termination or expiration of this Agreement for any reason, Customer’s right to use or access the Priority Services will immediately terminate. Customer is solely responsible for making alternate arrangements for the obtainment or continuation of services equivalent to Priority Services from and after termination or expiration, and Priority will have no liability or responsibility therefor. Without limiting or diminishing any other remedies, Priority shall have the right to withhold or delay the issuance of, or to suspend or deactivate, any Virtual Card or other Priority Services hereunder in the event Customer fails to comply fully and faithfully with the terms and provisions of this section or in the event of risk for any violation of applicable laws or regulations.

7. General Fees, Invoicing, and Payment Obligations for Payment Solutions.

7.1. Taxes. Customer shall be responsible for remitting to the appropriate tax authority any taxes that may apply to any payments that it initiates using the Priority Services, and Customer acknowledges that Priority is not .responsible for determining what, if any, taxes apply to Customer’s payments.

7.2. Non-Sufficient Funds. In the event any of Customer’s payments that are owed to Priority are dishonored, rejected, or otherwise not paid, Customer shall pay immediately to Priority the amount of the rejected payment and any non-sufficient funds charge or similar fee incurred by Priority as a result of such nonpayment, as permitted under applicable law.

7.3. Policies. Policies governing use of the Priority Services by individuals authorized by Customer to access or use the Priority Services as well as unauthorized users or anyone else accessing the Priority Services, Customer audits and other general information governing how the administration of the Priority Services (the “Policies”) are available on the Priority website (www.prioritycpx.com) and may be updated by Priority from time to time in its sole discretion. Customer will use Priority Services, including the Virtual Card Accounts, only in accordance and compliance with this Agreement and the Policies, and will ensure its users are aware of this Agreement and the Policies and comply with them.

7.4. Disputed Items. Unless required by law, Priority is not responsible for any problem Customer may have with any goods, services, or other items charged on the Virtual Card Account(s) or paid with using other Priority Services. If Customer has a dispute with a Supplier, Customer must pay Priority in accordance with these Priority Terms and attempt to resolve the dispute with the Supplier prior to sending the dispute to Priority. If Customer is unsuccessful in resolving the dispute directly with the Supplier, Priority will attempt to process the dispute to the extent it relates to a Virtual Card Account subject to the Network rules, as they may be changed from time to time, but does not guarantee resolution by the Network. Priority is not responsible if any Supplier refuses to honor any of the Priority Services.

8. Use of the Priority Services.

8.1. General. Customer agrees to comply with, and will not use the Priority Services in violation of, any applicable laws and regulations or this Agreement. Customer is solely responsible for its and its affiliates’ and contractors’ and agents’ (and their respective personnel) compliance with applicable laws and regulations and this Agreement.

8.2. Access. Customer’s users and representatives shall access and use the Priority Services only for the payment processing purposes set forth hereunder for no other purpose. Without limiting the foregoing, Customer may not: (a) circumvent, copy, modify, decompile, reverse engineer or disassemble the Priority Services or any component thereof; (b) rent, lease, sublease, license, timeshare or rebrand the Priority Services; or (c) disclose or publish performance benchmark results or test results to non-affiliated third parties with respect to the Priority Services without Priority’s express prior written consent in each instance, to be granted or withheld in Priority’s sole discretion.

8.3. Fraud Prosecution. Customer and Priority agree to cooperate with each other in preventing and prosecuting any fraudulent activity by employees of any party hereto or any third party with respect to the Priority Services, or otherwise arising in connection with any other relationship between the parties anticipated by or set forth in these Priority Terms. Priority reserves the right to interrupt, suspend, or terminate the Priority Services without notice to Customer if Priority, in its sole discretion, suspects fraudulent, illegal or abusive activity thereof or any unauthorized access to the Priority Services. Customer agrees to provide, at no cost to Priority, any and all documentation and information as Priority may request regarding any suspected fraudulent, illegal, or abusive activity or unauthorized use, including but not limited to affidavits and police reports. Failure to provide reasonable cooperation shall result in Customer’s liability for all fraudulent usage of the Priority Services.

8.4. Liability for Unauthorized Use. Except as expressly set forth in this section, Customer understands and agrees that Customer is fully liable for the unauthorized use of the Priority Services, including any Virtual Card Account, and all charges made and fees incurred with respect thereto. Customer agrees to notify Priority immediately of any actual or suspected loss, theft or unauthorized use of any of the Priority Services, including unauthorized or fraudulent use of any Virtual Card Account or any passwords or other security codes or procedures relating to such Virtual Card Account or Priority Services, by calling Priority at 855.229.5101 or sending email to [email protected]. Customer agrees to immediately inactivate any of its Virtual Card Accounts that are or are suspected of being compromised or that may be or have been used without proper authority or as a result of fraud. Customer will not be liable for unauthorized charges on a Virtual Card Account that occur after Customer notifies Priority and deactivates the Virtual Card Account as required above. Customer agrees that Priority shall have the right to suspend or cancel provision of the Priority Services, including any Virtual Card Account, after receiving notice of reported or suspected unauthorized use or fraud. Unauthorized use does not include use by a person to whom Customer has given access or authorization to use the Priority Services or who is employed or contracted by Customer or an affiliate or who is using the systems, networks or computing devices of Customer or an affiliate, and Customer will be liable for all use and charges by any such user or person.

8.5. Stopped Payment. Customer acknowledges that once a payment is processed using any Priority Services, Priority cannot “stop payment” on or cancel the transaction. If reversal of an ACH item or file is required, MineralTree can create the reversing entry(s) within the processing system, but reversals must be completed within 5 banking days of the original transaction subject to the ACH Network rules.

8.6. Suppliers. Priority does not guarantee any Supplier’s timely receipt or application of payment when Customer uses any of the Priority Services and Priority will not be liable for any late payment charges or interest assessed or any disrupted services between such Supplier and Customer that may result in the event a Supplier fails to timely receive or apply any amounts received for Customer’s account.

9. Regulation; Verification; Underwriting.

9.1. Government Regulation. To help the government fight the funding of terrorism and money laundering activities, applicable law may require Priority, Priority affiliates the Issuing Bank, the ODFI, the Network, and/or the ACH Network to obtain, verify, and record information that identifies each person who receives access to the Priority Services. Customer shall, when requested, provide to Priority, Issuing Bank, the ODFI, the Network, and/or ACH Network as relevant, documentary and other evidence of Customer’s identity, those of its beneficial owners, or the identity of any individual to whom Customer provides access to the Priority Services, so that Priority, its affiliates, the Issuing Bank, the ODFI, the Network, and/or the ACH Network may comply with any applicable law or regulation, or Network or ACH Network rules.

9.2. Verification. Customer may not be permitted to receive (and at any time Priority may suspend) the Priority Services if Priority, Priority affiliates, the Issuing Bank, the ODFI, the Network, and/or the ACH Network cannot verify Customer’s identity, financial condition, creditworthiness, or other necessary information, or suspect risk of non-compliance with laws. Customer hereby authorizes Priority, directly or through third parties, to make inquiries, checks, and screens necessary or desirable to validate information concerning the Customer’s identity, financial condition, or creditworthiness, including, but not limited to: (A) requiring Customer to confirm ownership of an e-mail address and one or more deposit accounts; (B) ordering a commercial credit report; (C) verifying Customer’s information against third-party databases or other sources; and (D) undertaking any other action necessary to verify Customer’s information. Notwithstanding any steps taken to verify such information, Customer hereby represents and warrants on behalf of Customer and any person or organization for which Customer acts that all information Customer provides to Priority is complete, accurate, and up to date. Priority shall have the right to withhold or delay the issuance of, or to suspend or deactivate, any Card or other Priority Services until Customer provides such information as may be necessary to validate the foregoing, or in the event applicable legal screens do not clear.

9.3. Disclosure. Customer agrees that Priority or its affiliates or contractors, in its sole discretion, may disclose information about Customer to satisfy Priority’s or its affiliates’ or contractors’, Issuing Bank’s, ODFI’s, Network’s, or ACH Network’s legal obligations under applicable law, including, but not limited to anti-money laundering, trade and economic sanctions laws and/or regulations, or as may otherwise be required by law, court order, or Network or ACH Network rules.

9.4. Underwriting. Customer authorizes Priority, directly or through its affiliates or contractors, to make any credit investigation Priority deems necessary and appropriate, agrees to provide Priority with such financial information as Priority may reasonably require in connection with such investigation, and authorizes Priority and its affiliates to request reports from credit bureaus. Priority or its affiliates may furnish information with respect to Customer to credit bureaus or others who may properly receive such information.

9.5. Individual Reports. If Priority determines, in its sole discretion, that it requires credit, background check, or other reports on the owners, officers, directors, or other principals of Customer in their individual capacity, Customer may not be permitted to receive the Priority Services until Priority has received appropriate authorization to obtain such reports and has conducted a satisfactory review. Customer agrees to work with Priority in timely obtaining any necessary authorizations from the appropriate individuals.

9.6. Security. Priority may, initially or from time to time, request Customer to provide security for the performance when due of Customer’s obligations hereunder. Customer understands and agrees that it is under no obligation to provide Priority with such security, but the refusal to provide security when requested may result in an adverse adjustment to Customer’s credit limit and repayment terms or suspension or termination of services. Any security provided shall be in the amount and form required by Priority in its sole discretion.

10. Data Security. Customer shall take commercially reasonable steps in accordance with generally accepted industry standards (a) to safeguard the systems it uses to transmit, process or store information from unauthorized access or use, and from viruses and other malicious code, and (b) to provide reasonable disaster recovery and business continuity capabilities for such systems.

11. Consent to Electronic Communications and Notices. Customer consents to electronic delivery of all documents related to the Priority Services, and accepts any future changes to those documents that may be delivered to Customer. By consenting to conduct transactions and receive disclosures and notices electronically Customer agrees to provide Priority with the information needed to communicate electronically. Customer agrees to keep its e-mail and account information provided to Priority current at all times.

12. Customer Data; Data Analytics.

12.1. Customer shall be solely responsible for ensuring the validity, accuracy and completeness of all information, data, files and instructions (including any personal information) provided or transmitted to Priority or its affiliates or contractors (collectively “Customer Data”). Customer hereby grants to Priority the non-exclusive, royalty-free, sublicensable right to use, process, transmit, store, display, and access Customer Data as needed to provide the Priority Services as set forth hereunder. Priority shall be entitled to rely upon the Customer Data in providing the Priority Services. Priority shall not be required to act on instructions provided by Customer or MineralTree if Priority reasonably doubts an instruction’s contents or Customer’s compliance with these Priority Terms or any legal requirements.

12.2. Priority and its affiliates and contractors may de-identify, aggregate with the data of others, or otherwise render anonymous or not identifiable to Customer or any individual user any Customer Data. In addition, Priority and its affiliates and contractors may extract information from the Customer Data and from Customer’s usage of the Priority Services and use this information and any of the de-identified, aggregated, or anonymized information covered by the prior sentence, alone or aggregated with any other data, in connection with research and development, for the improvement of the services, for statistical purposes, for administration and management of the services, for reporting to others, for legal and regulatory compliance, and for the creation and delivery of data and analytics tools and products and services (any or all of the foregoing, “Data Uses”), in accordance with applicable law. Customer represents that it has sufficient rights in the Customer Data provided hereunder (and has made sufficient disclosure to its users) to authorize such Data Uses, and that its provision, disclosure, use, storage, and transmission of Customer Data hereunder is in full compliance with all applicable laws and regulations, including those governing the obtainment of required consents. As between the parties hereto, Priority or its affiliates will own all right, title and interest in or to any and all information, data, databases, tools, products, services and intellectual property arising from such Data Uses and to any records, logs, transaction data, and other data and information resulting from the provision of the Priority Services hereunder, and Customer agrees that it will not contest or interfere in any way with Priority and its affiliates’ ownership, access to and use of such information, including use in commercial products developed as a result of or in connection with such Data Uses.

13. Confidential Information.

13.1. Confidential Information. “Confidential Information” means non-public information and materials (whether or not such information or material is marked “confidential”) that a party to these Priority Terms or its affiliate (“Disclosing Party”) discloses to or makes accessible to the other party or such other party’s affiliate (“Receiving Party”) or that a reasonable person would consider to be confidential or proprietary, including but not limited to information pertaining to the business, services, customers or technology, of Disclosing Party, such as (i) business or operating plans, strategies, know-how, portfolios, prospects or objectives; (ii) methods of operation; (iii) relationships with third parties; (iv) systems access credentials; (v) account numbers; (vi) regulatory and legal compliance information; and (vii) financial records and related information. Customer acknowledges and agrees that these Priority Terms, along with the pricing, costs and details of services, transactional information or performance of the Virtual Card Accounts, the software, systems, password-protected portals developed, utilized or maintained by Priority or its affiliates or contractors, the internal operating procedures employed by Priority or its affiliates, technical information, such as file record layouts, and transaction information, including without limitation Virtual Card numbers and data gathered at the point-of-sale by Priority, are Confidential Information of Priority and its affiliates or applicable third party licensors, and the exclusive and proprietary property of Priority, Issuing Bank, or ODFI. The BINS (Bank Identification Numbers) assigned to the Virtual Cards are the property of the Issuing Bank. Personally identifiable Customer Data that has been de-identified, or aggregated with the data of others, or otherwise rendered anonymous or is not identifiable to Customer, will not be deemed Confidential Information of Customer. Customer is solely responsible for ensuring the confidentiality of Virtual Cards, account numbers, passwords, or other security codes or procedures applicable to Customer’s and its users’ access and use of the Priority Services.

13.2. Obligations. Each Receiving Party agrees to treat with confidentiality, to make reasonable efforts to safeguard against unauthorized use, and not to use for any purpose not related to these Priority Terms or as required for audits, legal or regulatory compliance the Confidential Information of the Disclosing Party, and to disclose such information only to its or its affiliates’ employees, contractors, funding sources, issuing banks, ODFI, advisors, governmental authorities for purposes relating to these Priority Terms, or for corporate, audit, legal or regulatory compliance or to successors or assigns in connection with a sale, transfer, assignment or delegation of these Priority Terms or any of the services hereunder. This Section 13 does not restrict Data Uses.

13.3. Equitable Relief. Priority and Customer agree there is no adequate remedy at law for a breach of the requirements of this Section 13 (collectively, the “Confidentiality Requirements”). A breach of the Confidentiality Requirements will cause irreparable harm such that the non-breaching party will not have an adequate remedy at law; and, therefore, the non-breaching party will be entitled to seek injunctive relief (without posting a bond or other security) against the breaching party In addition to any other rights or remedies available at law or in equity.

14. Representations and Warranties. Customer represents and warrants that (a) it is duly organized, validly existing, and in good standing in its jurisdiction of organization; (b) it is a governmental, nonprofit, or commercial business enterprise; (b) the execution of and compliance with these Priority Terms and use of the Priority Services (i) is within its power, has been duly authorized by all necessary corporate action, and will not result in a breach of any organizational document of Customer; (ii) does not violate any requirements of applicable law or regulation; (iii) does not require Customer to obtain or give any registration with, approval of, notice to, or any action by any other person; and (iv) will not result in a breach of any agreement binding upon Customer; (c) these Priority Terms have been duly executed and delivered by Customer and constitutes a legal, valid, and binding obligation of Customer, enforceable in accordance with its terms; (d) Customer, its employees, and its other authorized users will use the Priority Services only for valid and lawful business purposes to Suppliers; (e) Customer will not make or request a payment to the types of companies listed on Schedule 1 hereto (as it may be amended by Priority from time to time), and (f) Customer will not resell or sublicense the Priority Services to any third parties or use them on a third party’s behalf.

15. Disclaimer; Limitation of Liability; Force Majeure.

15.1. Disclaimer of Warranties. PRIORITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY WITH RESPECT TO THE PRIORITY SERVICES OR MATTERS RELATING TO THESE PRIORITY TERMS, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SECURITY, QUIET ENJOYMENT, ADEQUACY OR SUFFICIENCY, UNINTERRUPTED SERVICE, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. THE PARTIES AGREE THAT ANY STATE LAWS ADOPTING THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (UCITA) DO NOT APPLY TO THESE PRIORITY TERMS AND ANY WARRANTIES CONTAINED THEREIN ARE EXPRESSLY DISCLAIMED HEREIN.

15.2. Limitation of Liability – Priority. Customer acknowledges that Priority’s performance of the Priority Services is dependent on performance by numerous other parties, including, but not limited to, the Issuing Bank, ODFI, Network, and ACH Network, among others. Priority does not guarantee timely delivery of all payments and shall not be liable for any loss or damage of any type suffered by Customer as a result of any delay in the receipt of payments by a Supplier or other payee. Priority and its affiliates and contractors shall not be responsible for Customer’s or its users’ acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization received from Customer) or those of any other person or entity. Priority does not guarantee any Payee’s timely application of payment when Customer uses the Priority Services and Priority will not be liable for any late payment fees assessed or any disrupted services between such Payee and Customer.

15.3. Limitation of Liability – Mutual. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND WHERE THIS EXCLUSION OR LIMITATION WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE LAW, IN NO EVENT SHALL PRIORITY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS OR COST FOR REPLACEMENT SERVICES), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VENDORS, BANKS, CARD ISSUERS, THE NETWORK, THE ACH NETWORK, AND OTHER THIRD PARTIES PROVIDING GOODS OR SERVICES TO PRIORITY OR A PRIORITY AFFILIATE HAVE ANY LIABILITY FOR DAMAGES ARISING FROM THE PRIORITY SERVICES OR AS A RESULT OF THESE PRIORITY TERMS OR THE MINERALTREE AGREEMENTS. IN NO EVENT SHALL PRIORITY’s LIABILITY TO CUSTOMER UNDER THESE PRIORITY TERMS EXCEED AN AGGREGATE AMOUNT OF TEN THOUSAND DOLLARS ($10,000.00), REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OF ACTION OR DAMAGES. THIS SECTION 15 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THESE PRIORITY TERMS FOR ANY REASON. WITHOUT LIMITING THE FOREGOING, THE PARTIES AGREE THAT PRIORITY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF CUSTOMER OR SUPPLIERS.

15.4. Force Majeure. Priority shall not be liable for any failure or delay in performing hereunder if such failure or delay is caused by conditions beyond its reasonable control, including but not limited to, acts or omissions of MineralTree; acts of God, embargoes, governmental restrictions, strikes, riots, insurrection, wars, or other military action, acts of terrorism, civil disorders, rebellion, fires, floods, vandalism, or sabotage; acts of government, the Network or ACH Network, or regulatory agencies; or failures or fluctuations in electrical power, heat, light, air conditioning, computer or telecommunications services or equipment.

16. Indemnification.

16.1. Indemnity. Customer will defend at its expense and indemnify Priority against any third party claims and damages and costs incurred by or awarded against the Priority with respect thereto and settlement amounts to resolve such claims that are approved by both parties, to the extent arising out of: (a) the gross negligence of Customer with respect to matters relating to these Priority Terms; (b) the willful misconduct of Customer with respect to matters relating to these Priority Terms; (c) any breach of the representations, warranties or covenants made by Customer in these Priority Terms, or any dispute regarding the proposed or actual use of any Priority Services to make a payment on behalf of Customer, whether that dispute involves the person to receive the payment or a third party.

16.2. Process. Priority will notify Customer in writing of any demands or claims for which indemnification will be sought. Customer shall assume the defense of any such demand or claim and pay all expenses incurred by it or at its request in connection therewith, including attorney’s fees, and promptly pay, discharge, and satisfy any judgment or decree that may be entered against it or Priority in respect of such demand or claim. Customer shall have the right to approve in writing any settlements of any matters for which indemnification would be due to Priority. Priority shall follow any reasonable written instructions received from Priority in connection with such claim.

17. Intellectual Property. Customer agrees that all web-pages, service marks, logos, trademarks, content, software, services (including without limitation the names Priority or Virtual Credit Card Solution), applications, processes and systems used by Priority or its affiliates to provide the Virtual Credit Card Solution and any intellectual property rights therein are the sole property of Priority or such affiliate or their respective licensors, and may only be used by Customer to the extent expressly permitted by these Priority Terms and only while these Priority Terms are in effect. All rights not expressly granted to Customer are reserved by Priority, its affiliates and third party licensors. Subject to and only as long as these Priority Terms are in effect, Priority grants to Customer a non-exclusive right without the right to grant sublicenses to access and use the Virtual Credit Card Solution as contemplated by these Priority Terms and only as permitted by the Customer’s agreement with MineralTree solely for Customer’s internal business purposes. As between Priority and Customer all payment transaction data shall be property of Priority or its affiliates, unless otherwise required by law or Network or ACH Network rules.

18. Waiver of Jury Trial. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THESE PRIORITY TERMS OR A PARTY’S PERFORMANCE HEREUNDER.

19. Independent Contractors. The parties intend that an independent contractor relationship will be created by these Priority Terms and that no agency, fiduciary relationship, employment relationship, joint venture, or partnership will be established thereby. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Neither party will have any authority, and neither party will represent that it has any authority, to assume or create any obligation, express or implied, on behalf of the other party, except as specifically set forth in these Priority Terms. In addition, Priority is an independent contractor to MineralTree and nothing contained in these Priority Terms or the provision of the Priority Services shall be interpreted, construed, or implied to create any agency, partnership, or joint venture between Priority or its affiliates and MineralTree.

20. Subcontracting. Priority may use subcontractors or other third parties to fulfill its obligations under these Priority Terms and any of the transactions contemplated thereby, to be selected and retained in its sole discretion.

21. Assignment. Customer may not assign or transfer (including by operation of law) these Priority Terms or its access to or use of the Priority Services without the prior written consent of Priority. Priority may assign or transfer (including by operation of law) the Priority Terms or any of the Priority Services without Customer’s consent. These Priority Terms will be binding on the parties and their respective permitted successors and assigns. Any assignment in violation of this Section will be void.

22. Publicity. Each party agrees not to use the other party’s name or refer to the other party, directly or indirectly, in any media release, public announcement, or public disclosure relating to these Priority Terms, including without limitation in any promotional or marketing materials, customer lists, referral lists, or business presentations, without the prior written consent of the other party, which may be given for each such use or release or generally. Notwithstanding the foregoing, a party has the right to use the name of the other in order to make disclosures and filings required by securities and other applicable laws, to describe to funding sources, potential acquirers or investors, advisors and auditors the relationship of the parties hereunder and the existence of these Priority Terms, and as otherwise required to perform the Priority Services required under these Priority Terms. Except as specifically provided in these Priority Terms, a party may not use the name, logo, trademark, or service mark of the other party without the other party’s prior written consent.

23. Notices. Except as otherwise provided herein, all notices under these Priority Terms will be in writing and shall be personally delivered by hand, sent by Federal Express or equivalent recognized courier (signature required), sent by registered or certified mail (return receipt requested), or transmitted by facsimile or email with same day telephone communication confirming receipt and subsequently confirmed by registered or certified mail. Notices shall be sent to the receiving party’s address listed below, or to such other address of which the receiving party has notified the sending party in the manner provided in this section. Notice will be deemed given: (a) when personally delivered to an officer of the party to whom the notice is addressed; (b) on the date of actual receipt when sent by Federal Express or equivalent recognized courier, or by registered or certified mail; (c) on actual receipt when sent by facsimile or email to the number set forth below with confirmation of receipt through the other form of communication and subsequently confirmed by registered or certified mail:

Customer Priority

Physical Address 2001 Westside Parkway, Suite 155

City, State Zip Alpharetta, GA 30004

Attn: Attn: General Counsel

Facsimile: Facsimile: 866-321-8777

Email: [email protected]

24. Miscellaneous.

24.1. Entire Agreement. Any prior or contemporaneous agreements, proposals, presentations, contracts, promises, or representations between the parties or their affiliates or representatives concerning the subject matter of these Priority Terms are merged into and superseded by these Priority Terms, which along with any addenda, attachments, schedules, and exhibits included herein or that specifically reference these Priority Terms, and changes permitted hereunder, constitutes the entire understanding between the parties concerning the subject matter of these Priority Terms.

24.2. Order of Precedence. In the event of a conflict between these Priority Terms and any attachment, schedule, or exhibit to these Priority Terms, the terms and conditions of the attachment, schedule, or exhibit will control to the extent of the conflict for the subject matter of such attachment, schedule, or exhibit.

24.3. Modification of Agreement. Except as otherwise set forth herein, no modification of these Priority Terms will be valid unless in writing and signed by authorized representatives of each party.

24.4. No Waiver. No waiver of any of the provisions of these Priority Terms will be valid unless in writing and signed by the party making the waiver. A waiver of one provision does not operate as a future waiver of that or any other provision of these Priority Terms.

24.5. Governing Law. These Priority Terms are governed by the laws of the United States of America and the laws of the State of Georgia, without regard to principles of conflicts of law. Any action brought in connection with these Priority Terms shall be brought exclusively in the federal and state courts in the State of Georgia, and each party hereby consents to personal jurisdiction over it by such courts.

24.6. Severability. If any provision of these Priority Terms is held invalid or unenforceable, that provision will be construed, limited, modified, or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of these Priority Terms will remain unaffected. The parties will make a reasonable effort to modify the invalid or unenforceable provision to render it enforceable in accordance as closely as possible to the intent of the original provision.

24.7. California Consumer Privacy Act. In the event and to the extent that any “Personal Information” of any “consumer” (each as defined in the CCPA) is collected, used, stored, or otherwise processed by Priority (“Service Provider”) in connection with the provision of Priority Services hereunder, Service Provider shall abide by all requirements applicable to Service Providers under the California Consumer Privacy Act (“CCPA”), Cal. Civ. Code 1798.100 et seq., with respect to such Personal Information. Service Provider will use such Personal Information only (a) in connection with the provision of Priority Services hereunder, or (b) as required or expressly permitted under applicable law, including the CCPA. To the extent applicable, Service Provider will (i) notify Customer of any consumer rights requests Service Provider receives from individuals whose Personal Information is processed by Service Provider; and (ii) upon request, provide Customer with reasonable assistance in fulfilling any consumer rights requests Customer receives from individuals whose Personal Information is processed by Service Provider.

SCHEDULE 1 TO PRIORITY COMMERCIAL PAYMENTS, LLC TERMS AND CONDITIONS

PROHIBITED BUSINESS

Shell banks
Any entity or individual that is listed on the U.S. Department of the Treasury OFAC List of Specially Designated Nationals or Blocked Persons, or who is otherwise the target of an economic sanctions program administered by OFAC.
Used vehicle dealers who export any car, truck, sport utility vehicle (SUV), or similar vehicle
Foreign Entities who import any used car, truck, SUV, or similar vehicle from the United States
Businesses involved in payday lending
Businesses involved in title lending
Money service businesses whose primary business (50% or more gross revenue)is: check casher; money transmitter; currency exchanger; currency dealer; issuer, seller, or redeemer of traveler’s checks; issuer, seller, or redeemer of money orders; issuer, seller, or redeemer of stored value cards and/or pre-paid gift cards (excluding domestic money transmitters or providers of pre-paid access for business to business purposes opened by Corporate/Commercial Relationship Managers (RMs) in coordination with Treasury Management Officers)
Money Service Businesses who are currency exchangers of cryptocurrency, currency dealers of cryptocurrency, or transmitters of cryptocurrency are prohibited, regardless of percentage of gross revenue
Foreign Money Service Businesses
Foreign Private Investment Companies (PICs) (excluding those opened by Private Wealth Banking, Regions Trust, or otherwise pre-approved by the EDD Review Team)
Foreign and Domestic Correspondent Banks
Foreign Casino and Bingo Operations
Foreign Third-Party Payment Processors
Foreign Securities and Commodities Firms
International Business Corporations (IBCs) (excluding those opened by Private Wealth Banking, Regions Trust, or otherwise pre-approved by the EDD Review Team)
Accounts structured to obscure ownership identity, such as numbered/pseudonym, payable through accounts and certain concentration accounts
Deposit Brokers (excluding Institutional Certificates of Deposit and Retail Certificates of Deposit opened by Finance based on established criteria)
Embassy and Foreign Consulate Accounts
Custody Accounts for Third Party Managers (excluding those opened by Regions Trust)
Custody Accounts for Third Party Managers Involving Promissory Notes for Ongoing Investment Programs
Providers of Internet Gambling Services
Third-Party Payment Processors whose customers are mail order and telephone order companies, telemarketers, offshore companies, on-line gambling related operations, internet based establishments, prepaid travel, on-line payday lenders, and adult entertainment businesses
Businesses which manufacture, distribute, or dispense marijuana (marijuana-related businesses)
Adult entertainment businesses in the form of strip clubs and escort services
On-line or other advertisers or facilitators which promote (create, sell, market, or distribute advertisements) escort services, excluding safety escorts

ATTACHMENT II TO MINERALTREE® THIRD-PARTY SERVICE TERMS

TRANSFERMATE CUSTOMER FRAMEWORK AGREEMENT

This Framework Agreement (this “Framework Agreement”), which contains the terms and conditions that govern your access to and use of the Services (as defined below), is an agreement between TRANSFERMATE INC., a company incorporated and registered in incorporated in Illinois whose registered office is 333 N. Michigan Ave, Suite 915, Chicago, IL 60601 trading as TransferMate, TransferMate Global Payments, TransferMate Education and other names (“Transfermate”) and you or the entity you represent (“Customer”). By Accepting this Framework Agreement by executing an order form with MineralTree (as defined below) that references this Framework Agreement, Customer agrees to the terms of this Framework Agreement. If you are entering into this Framework Agreement for an entity, such as the company you work for, you represent that you have legal authority to bind that entity. For the purposes of Section 20.3 (Notice Address), Customer’s notice address shall be the address set forth in the order form with MineralTree.

WHEREAS

(A) Transfermate is a service provider which provides technology solutions incorporating international money remittance and foreign exchange services, and whose Subsidiaries are authorised and regulated to provide payment services in various jurisdictions globally.

(B) Transfermate is a strategic partner of MineralTree, Inc. (“MineralTree”) under which certain of Transfermate’s payments solutions are accessible through the Platform.

(C) The Customer wishes to procure technology and payment services hereunder from Transfermate for use through the Platform or through the Website.

(D) Transfermate is willing to provide such services to the Customer through the Platform or the Website in accordance with the terms and conditions of this Framework Agreement. This Framework Agreement is in addition to any separate terms and conditions, privacy policies, and other rules required by MineralTree, either related to the Services or otherwise.

IT IS AGREED AS FOLLOWS

1. INTERPRETATION AND DEFINITIONS

1.1. In this Framework Agreement:

1.1.1. references to persons includes, individuals, bodies corporate (wherever incorporated), joint ventures, unincorporated associations and partnerships or any State body;

1.1.2. the headings are inserted for convenience only and do not affect the construction of the agreement;

1.1.3. the use of the singular number shall be construed to include the plural, and the use of the plural the singular, and the use of any gender shall include all genders.

1.1.4. any reference to any Applicable Law or other enactment or statutory provision is a reference to it as it may have been, or may from time to time be amended, modified, consolidated or re-enacted;

1.1.5. any phrase introduced by the words “including”, “includes”, “in particular”, “for example” or similar shall be construed as illustrative and without limitation to the generality of the related general words;

1.1.6. any reference to a document shall include all authorised amendments of, supplements to and replacements of that document;

1.1.7. any obligation not to do anything shall include an obligation not to suffer, permit or cause that thing to be done;

1.1.8. References to clauses are to clauses of this Framework Agreement; and

1.1.9. a reference to anybody shall, if that body is replaced by another organization, be deemed to refer to that replacement organization and if that body ceases to exist, be deemed to refer to the organization which most or substantially serves the same purpose or functions as that body.

1.2. The additional terms contained in the schedules (and all documents incorporated or referenced therein) (the “Schedules”) form part of this Framework Agreement.

1.3. In the event of any conflict or inconsistency between the terms of this Framework Agreement and any document or agreement referred to herein such conflict shall be resolved in the following order of priority:

1.3.1. Schedule 1;

1.3.2. the terms of this Framework Agreement; and

1.3.3. the remaining Schedules to this Framework Agreement.

1.4. For the purpose of this Framework Agreement, capitalized terms shall have the following meaning:

1.4.1. Account means the Transfermate account that is created in connection with the Customer being granted access to the Platform or Website;

1.4.2. Applicable Laws means all statutory instruments, regulations, orders and other legislative provisions which in any way relate to this Framework Agreement or the provision of the Services;

1.4.3. Beneficiary means the intended recipient of the Payment Transaction who will be notified to Transfermate by Customer through the Platform or Website;

1.4.4. Business Day means a day (other than a Saturday or Sunday) on which banks are generally open for business in New York;

1.4.5. Charges means the charges agreed between Customer and MineralTree;

1.4.6. Corporate Chart means a diagram which sets out the entities in the Customer’s group structure, including details of all of the Subsidiaries of the Customer.

1.4.7. Account Information means all information required by Transfermate to complete an application to open an Account, including, but not limited to know your customer information, anti-money laundering information, and associated Customer and User information. Account Information includes Personal Data.

1.4.8. Data Protection Laws means all applicable privacy and data protection law;

1.4.9. Effective Date means the date of execution of this Framework Agreement and where executed on two different dates shall mean the later of the two execution dates;

1.4.10. Final Transfer means the transfer of funds by Transfermate into the account of the Beneficiary;

1.4.11. Framework Period means the term of this Framework Agreement commencing on the Effective Date until terminated.

1.4.12. Funding Account means those accounts listed in Schedule 2.2 which Customer wishes to use to fund Payment Transactions, whether entered by Customer or by Customer’s Subsidiary;

1.4.13. Intellectual Property Rights means patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, semiconductor topography rights, utility models, trade secrets, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration and rights to apply, and all rights or forms of protection having equivalent or similar effect anywhere in the world;

1.4.14. Lodgement means the transfer of funds from the Funding Account to the Nominated Account in respect of the Payment Transaction;

1.4.15. Nominated Account means the Transfermate bank account to which Your Lodgement is required to be made;

1.4.16. Payment Transaction refers to the agreement for Transfermate to effect a funds transfer on Customer’s behalf whether at a live exchange rate, a pre-agreed exchange rate or without a foreign exchange element;

1.4.17. Platform means the platform, portal and/or marketplace hosted by MineralTree and provided directly to the Customer under a separate legal agreement between Customer and MineralTree;

1.4.18. Services means the services set out at Schedule 1 but for clarity include only those Services provided by Transfermate and do not include the access or use of the Platform;

1.4.19. Subsidiaries has the meaning given to that term by Section 7 of the Companies Act 2014;

1.4.20. Terms and Conditions means the terms and conditions of this Framework Agreement;

1.4.21. Transfermate Personnel means the employees and permitted agents of Transfermate;

1.4.22. Website means transfermate.com, or where the context so permits, other portals and APIs that are hosted by Transfermate.

2. CLAUSE RESERVED

3. SERVICE OBLIGATIONS

3.1. Transfermate shall provide the Services to the Customer in accordance with the terms of this Framework Agreement and Applicable Laws.

3.2. The provision of the Services shall be subject to the service terms set out at Schedule 1 (“Service Terms”), which may be updated from time to time by Transfermate and notified to the Customer in accordance with clause 10.

3.3. The Services provided by Transfermate are provided on an execution only basis, meaning that Transfermate does not provide any investment advice, including without limitation, on the merits of the Services and its likely implications. Customer must make a decision to use the Services based solely on Customer’s own judgment, having availed of, if necessary, prior independent financial advice. It is for each Customer to evaluate whether the Services are appropriate in terms of each Customer’s experience, financial objectives, and circumstances.

4. CUSTOMER OBLIGATIONS

4.1. The Customer shall comply with its obligations as set out in Schedule 1 and within this Framework Agreement.

4.2. Customer shall be obliged to complete Schedule 2.2 in respect of each Funding Account to the satisfaction of Transfermate, prior to which no Services may be provided by Transfermate. Where additional Funding Accounts are requested to be added following the commencement of Services, Transfermate shall make all reasonable efforts to process such requests on receipt of a written request from the Customer which provides equivalent detail to that set out in Schedule 2.2. In the event that a Subsidiary holds the Funding Account then either (1) that Subsidiary must be listed in Schedule 2.1, or (2) the Subsidiary must first be added as a beneficiary of the Services as set out in clause 19.3.

4.3. It is the Customer’s obligation alone to ensure compliance with any Applicable Laws relevant to Customer’s country of residency with regards to the use of the Services. For avoidance of doubt, the ability to access to the Services does not necessarily mean that the Services, and/or Customer’s activities through it, are legal under the Applicable Laws relevant to Customer’s state or country of residence.

4.4. The Customer confirms that they have read and shall comply with Transfermate’s AML Policy set out at Schedule 3.

4.5. The Customer confirms that it consents to MineralTree sharing Account Information with Transfermate for the purpose of performing Transfermate’s obligations under this Agreement. Customer acknowledges and agrees that MineralTree shall have no responsibility or liability arising from or related to the accuracy, quality or legality of such Account Information.

5. TRANSFERMATE PERSONNEL

5.1. Transfermate shall be responsible for the acts and omissions of all Transfermate Personnel.

5.2. Transfermate shall ensure that Transfermate Personnel provided are suitably qualified, adequately trained and capable of providing the applicable Services for which they are engaged.

6. COMMUNICATIONS, USERS ACCESS AND SECURITY

6.1. Communications:

6.1.1. Other than the formal notices provided for at clause 20.2, all communications in relation to the operation of the Services shall be by the MineralTree engagement channels available to the Customer on the Platform or by the Website.

6.2. User Set Up and Monitoring:

6.2.1. MineralTree shall notify Transfermate of the persons that Customer requires to have access to the Services (the “Users”).

6.2.2. All Users must be approved and registered by Transfermate before using the Services, and access to the Services shall be strictly restricted to approved Users. Transfermate is under no obligation to approve a User.

6.2.3. Customer is obliged to immediately notify Transfermate through the Platform or Website of any change to the list of Users.

6.2.4. It is the Customer’s obligation to ensure that each User understands the Services and has the legal authority to access the Services. Neither Transfermate nor MineralTree is under any obligation to conduct checks on Users or oversee a User’s activity.

6.3. Access and Passwords:

6.3.1. Upon logging onto the Platform or Website and selecting to use the Service (i.e., by entering the username and the corresponding password), access will be granted to each User, and neither Transfermate nor MineralTree will be required to take any further steps to verify that the person accessing the Account is a User.

6.3.2. Each User’s registration is for that User only. Users are prohibited from sharing their username and password with any other person, and to do so shall be a material breach of these Terms and Conditions by the Customer.

6.4. Safeguards and Corrective Measures

6.4.1. Each Party shall implement appropriate technical and organizational measures to assure a level of security appropriate to the risk associated with the delivery and receipt of the Services.

6.4.2. Each Party shall promptly inform the other Party of any actual or suspected unauthorized access, use or other abuse of either their respective systems which impacts on the Service, of which it becomes aware.

7. WARRANTIES

7.1. Each party warrants that:

7.1.1. This Framework Agreement is executed by a duly authorized representative of that Party; and

7.1.2. It has the corporate power and capacity to enter into this Framework Agreement and to perform its obligations.

7.2. Transfermate warrants to the Customer that:

7.2.1. the Services shall be provided exercising all due skill, care and diligence;

7.2.2. the Nominated Accounts shall be set up for the sole purpose of receiving Lodgements, and remitting Final Transfers to Beneficiaries. The Nominated Accounts and all funds in the Nominated Accounts will be segregated from any funds belonging to Transfermate, its affiliates or any third party. Transfermate agrees that, to the extent permitted by law, it will ensure that no lien may be placed on the funds in the Nominated Accounts; and

7.2.3. it has full legal right, power and authority to provide the Services to Customer.

7.3 Except as provided in this Framework Agreement, there are no express warranties, representations, undertakings terms or conditions (whether or written, express or implied by statute, common law or otherwise) made by Transfermate and all warranties, representations, undertakings, terms and conditions (whether or written, express or implied by statute, common law or otherwise) implied to be made by Transfermate including without limitation implied warranties as to satisfactory quality, fitness for a particular purpose and the use of reasonable care and skill which, but for this legal notice, might have effect in relation to the Services, are hereby excluded to the extent permitted by law.

8. DATA PROTECTION

8.1. In this Framework Agreement, the terms Personal Data, Data Processor, Supervisory Authority, Data Subject, process, and Data Controller are as defined in the Data Protection Laws, and cognate terms shall be construed accordingly. Subprocessor means any person (including any third party, but excluding an employee of Transfermate or any of its sub-contractors) appointed by or on behalf of Transfermate to process Personal Data in connection with this Framework Agreement.

8.2. Both Parties acknowledge that in performing its obligations under this Framework Agreement and in the Customer availing of the Services, Transfermate may process Personal Data on behalf of Customer. In such circumstances, the Parties acknowledge that Customer is the Data Controller and Transfermate is the Data Processor in respect of the Personal Data it Processes on behalf of the Customer, and Transfermate shall comply with its then in force Privacy Policy.

8.3. Transfermate agrees that it shall acquire no rights or interest in the Personal Data, and shall only Process the Personal Data in accordance with this Framework Agreement and any other written instructions of the Customer unless required to do so by applicable Data Protection Law to which the Data Processor (or its Subsidiaries) is subject, and in such a case, the Data Processor shall notify the Customer of that legal requirement before processing, unless that law prohibits such notification.

8.4. Customer understands that the delivery of the Services shall necessitate Transfermate on occasion to transfer Customer Personal Data internationally, and the

8.5. Transfermate agrees to assist the Customer, including taking appropriate technical and organizational measures, to respond to requests by data subjects, exercising their rights under Data Protection Law, within such reasonable timescale as may be specified by the Customer.

8.6. Transfermate will ensure that its Personnel who Process Personal Data under this Framework Agreement are subject to obligations of confidentiality in relation to such Personal Data.

8.7. Transfermate shall implement appropriate technical and organizational measures to assure a level of security appropriate to the risk to the security of Personal Data, in particular, from accidental or unlawful destruction, loss, alteration, unauthorized, disclosure of or access to Personal Data including:

8.7.1. the pseudonymization and encryption of Personal Data;

8.7.2. the ability to ensure the ongoing confidentiality, integrity and availability and resilience of Transfermate’s systems used for such Processing;

8.7.3. the ability to restore the availability and access to Personal Data in the event of an incident; and

8.7.4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

8.8. Transfermate agrees that neither it nor its Subsidiaries shall engage any third party to Process the Customer’s Personal Data without imposing on such third party, by means of a written contract, the same data protection obligations as set out in this Framework Agreement and shall ensure that if any third party engaged by Transfermate in turn engages another person to Process any Personal Data, the third party is required to comply with all of this Clause’s obligations in respect of Processing of Personal Data.

8.9. Transfermate shall remain fully liable to the Customer for Processing by any third party as if the Processing was being conducted by Transfermate.

8.10. Transfermate will immediately inform the Customer if, in its opinion, an instruction given, or request made pursuant to this agreement infringes Data Protection Law.

9. CHARGES AND TAXATION

9.1. There are no charges payable directly to Transfermate for the provision of the Services hereunder.

9.2. Customer shall pay MineralTree directly for all Charges arising from the Services hereunder and any invoice disputes, questions or other invoice related matters are between Customer and MineralTree.

10. CHANGE CONTROL

10.1. Transfermate reserves its right to make incremental changes to the Services provided and where those amendments are classified by Transfermate, acting in good faith as upgrades, updates or improvements to the Services, which have no adverse impact on the Customer, or are a result of Transfermate’s compliance with Applicable Laws, the changes shall not be required to compel with the provisions of case 20.7. Such changes foreseen herein, shall be limited to changes to Schedule 1 and Schedule 3, and shall be notified to the Customer using the means provided for under clause 6.1 in advance of taking effect, and if the Customer disputes Transfermate’s right to make such a change, then the matter shall be treated as a Dispute under clause 20.15.

10.2. Other than those incremental changes set out at clause 10.1, other Framework Agreement changes are governed by clause 20.7.

11. INDEMNITY AND LIMITATIONS OF LIABILITY

11.1. Neither Party limits or excludes its liability for:

11.1.1. Death or personal injury caused by its negligence or the negligence of its employees;

11.1.2. Fraud or fraudulent misrepresentation by it or its employees;

11.1.3. Any act or omission of the Party which causes the other Party to be in breach of Data Protection Laws; or

11.1.4. Any liability to the extent that it cannot be limited or excluded by Applicable Laws.

11.2. Customer assumes responsibility in full for any direct losses arising from:

11.2.1. all Payment Transactions entered by Users using authorised usernames and passwords; and

11.2.2. Customer’s failure to obtain appropriate agreement and consent from Subsidiaries in relation to funding Payment Transactions from any a Funding Account in the name of the Subsidiary.

11.3. Except as otherwise provided in this Agreement, Transfermate shall not be liable for any suspension, withdrawal, interruption or termination of Customer’s access to the Services.

11.4. Customer shall indemnify, defend and hold Transfermate, its affiliates, subcontractors and partners, harmless against any and all damages or other amounts payable to a third party claimant, as well all costs, liabilities, losses, and expenses (including reasonable legal fees) suffered by Transfermate, arising out of or resulting from any claim, suit, proceeding or cause of action brought by a third party claimant which may result from Customer’s: (i) misuse of the Services, (ii) breach of the Framework Agreement, or (iii) failure to comply with the Applicable Law.

11.5. Subject to clauses 11.1, 11.2 and 11.4, the aggregate liability of either Party and its affiliates, subcontractors and partners for all other claims, liabilities, losses damages, costs and expenses howsoever arising (whether in contract, tort (including negligence), breach of statutory duty or otherwise) in respect of this Framework Agreement, shall not exceed $50,000. However, that the liability limitation set forth in this paragraph shall not apply in connection with any material breach of Confidentiality obligations caused by the negligence or intentional misconduct of either Party or of that Party’s employees, agents or representatives.

11.6. Subject to clauses 11.1 in not event shall either party be liable to the other party for: (a) indirect loss, including (i) loss of profits; (ii) loss of business; (iii) loss of revenue; (iv)depletion of goodwill or similar losses (v) loss of anticipated savings; (iv) loss of goods (vii) loss of use; (viii) loss of data; and (ix) loss of production (to the extent that each such loss is indirect); or (b) special, incidental, indirect or consequential damages.

12. INSURANCE

12.1. Transfermate shall maintain insurance coverage that is appropriate in respect of this Framework Agreement.

13. FORCE MAJEURE

13.1. Neither Party shall be liable to the other Party for any delay or non-performance of its obligations under this Framework Agreement to the extent to which such delay or non-performance arises from any:

13.1.1. act of God, governmental intervention, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution;

13.1.2. blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute;

13.1.3. accident to (or breakdown of) plant or machinery, shortage of any material, labor, transport, electricity or other supply or regulatory intervention, in each case caused by forces outside of Party’s reasonable control;

13.1.4. adverse weather or disease;

13.1.5. act or intervention of a competent judicial or regulatory authority; or

13.1.6. any event (including any act or omission of any third party) beyond its reasonable control which could not reasonably be planned for or avoided.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. Customer grants to Transfermate a non-exclusive, royalty free, sub-licensable worldwide license to use the Customer Intellectual Property Rights for the purpose of performing its obligations under this Framework Agreement for the duration of the Framework Period.

14.2. Transfermate (and where applicable its Subsidiaries or affiliates) are the sole and exclusive owner(s) of all Intellectual Property Rights which form directly or indirectly Services and any other Intellectual Property Rights arising from Customer’s use of the Services or other ancillary services but excluding the Platform on which the Service is provided by Transfermate. This Framework Agreement does not grant Customer any title, rights or interest beyond a right of limited use as expressly set forth in this clause 14.

14.3. Transfermate grants to Customer a non-exclusive, royalty-free, assignable, worldwide, sub-licensable license to use Transfermate Intellectual Property Rights so far as necessary for the performance of this Framework Agreement and for the purpose of Customer obtaining the benefit of the Services on condition that:

14.3.1. Customer may only to use the contents as authorised by Transfermate;

14.3.2. no documents or related graphics are modified by Customer in any way;

14.3.3. no graphics are used separately from the corresponding text;

14.3.4. Transfermate copyright and trademark notices appear in all copies;

14.3.5. Customer acknowledges that the names, images and logos identifying Transfermate, and the Services are proprietary Transfermate marks;

14.3.6. no part may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Transfermate’s prior written permission;

14.3.7. it is not used for any purpose that infringes, misappropriates, or otherwise violates any other Intellectual Property Right or other right of any person, or that violates any Applicable Law; and

14.3.8. derivative use of the Services is strictly prohibited, including data mining, robots or similar data gathering, reverse engineering and extraction tools, irrespective of whether there is an intent to impair the Services. Such activities are deemed a material breach of this Framework Agreement.

14.4. On termination of this Framework Agreement, the license herein granted ceases with immediate effect.

15. CONFIDENTIAL INFORMATION

15.1. Each Party shall:

15.1.1. keep confidential the details of the negotiations leading up to and the terms of this Framework Agreement and all information, whether in written or any other form, which has been disclosed to it by or on behalf of the other Party in confidence or which by its nature ought to be regarded as confidential (including, without limitation, any business information in respect of the other Party which is not directly applicable or relevant to the arrangements contemplated by this Framework Agreement); and

15.1.2. ensure that its officers, employees and representatives keep secret and treat as confidential all such documentation and information.

15.2. Clause 15.1 does not apply to information:

15.2.1. which shall after the date of this Framework Agreement become published or otherwise generally available to the public, except in consequence of an act or omission by the other Party to this Framework Agreement in contravention of the obligations in clause 15.1;

15.2.2. to the extent made available to the recipient Party by a third party who is not under any obligation of confidentiality in respect of such information to the other Party or which has been disclosed under an express statement that it is not confidential;

15.2.3. to the extent required to be disclosed by any Applicable Laws or by any recognized stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the Party making the disclosure is subject, whether or not having the force of law, provided that the Party disclosing the information shall notify the other Party of the disclosure (and of the circumstances in which the disclosure is required) as early as reasonably possible before such disclosure is made, and shall take all reasonable action to avoid and limit such disclosure;

15.2.4. which has been independently developed by the recipient Party otherwise than in the course of the exercise of recipient Party’s rights under this Framework Agreement;

15.2.5. to the extent made available to either Party’s legal or professional advisers provided it is made available under strict confidentiality obligations and solely for the purpose of professional advice;

15.2.6. disclosed to any applicable tax authority either to the extent required by a legal obligation or to the extent reasonably required to assist the settlement of the disclosing Party’s tax affairs or those of any of its shareholders or any other person under the same control as the disclosing Party; or

15.2.7. which the recipient Party proves was already known to it before receipt from the disclosing Party.

16. ANNOUNCEMENTS AND PUBLICITY

16.1. Neither Party shall make any announcement relating to this Framework Agreement or its subject matter without the prior written express approval of the other Party except as required by law or by any legal or regulatory authority in which case that Party shall notify the other Party as soon as is reasonably practicable.

17. TERM AND TERMINATION

17.1. Either Party may terminate this Framework Agreement with 60 days prior written notice to the other Party.

17.2. This Agreement commences upon mutual execution by both Parties and continues, unless terminated in accordance with Clauses 17.1, 17.3, or 17.4, or until the earlier of (i) the termination or expiration of Customer’s applicable subscription agreement with MineralTree relating to the provision of the Services hereunder on the Platform or (ii) Customer’s written notice to cease using the Services hereunder in order to move to a new provider for such services on the Platform.

17.3. Transfermate may suspend the Services without notice if Transfermate deems such suspension appropriate, and shall engage with the Customer to address the reason for the suspension and make reasonable endeavours to reinstate the Services thereafter. In the event that Transfermate deems, acting reasonably, that it has due cause for not lifting the suspension, it shall notify Customer and MineralTree of same, and following a 30 day period during which the Customer may request that the matter shall be treated as a Dispute under clause 20.15, Transfermate shall permanently withdraw the Services from the Customer.

17.4. Either Party may terminate this Framework Agreement with immediate effect (and for the avoidance of doubt, without incurring any liability or charges for such termination) by giving notice to the other Party if any of the following occurs or is threatened to occur:

17.4.1. the other Party commits a breach of this Framework Agreement, which breach is incapable of remedy or has not been remedied within 10 Business Days of other Party becoming aware of same;

17.4.2. the other Party is or becomes insolvent or unable to pay its debts or threatens to suspend making payments with respect to all or any class of its debts;

17.4.3. an order has been made, petition presented, resolution passed or meeting convened for the winding up of, or making of any administration order for, other Party;

17.4.4. a receiver or examiner has been appointed over the any part of the property of the other party;

17.4.5. a composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) has been proposed, sanctioned or approved in relation to the other Party;

17.4.6. an encumbrancer takes possession of, or a trustee or administrative receiver or similar officer is appointed in respect of, all or any part of the business or assets of the other Party, or distress or any form of execution is levied or enforced upon or sued out against any such assets and is not discharged within 7 calendar days of being levied, enforced or sued out;

17.4.7. anything analogous to any of the events described in clauses 17.4.2 to 17.4.6 inclusive, occurs under the laws of any applicable jurisdiction;

17.4.8. the other Party ceases or threatens to cease carrying any material part of its business; or it is required or advised to do so by any applicable regulator or government entity after such notice as is reasonable in the circumstances

17.4.9. it is required or advised to do so by any applicable regulator or government entity after such notice as is reasonable in the circumstances

18. POST TERMINATION OBLIGATIONS

18.1. Customer shall remain responsible for any Payment Transaction made or initiated until Transfermate confirms that no Payment Transaction is outstanding.

18.2. Payment Transactions which are scheduled to be made after the Customer’s access to the Service is terminated or suspended will not be affected, unless Transfermate explicitly notifies Customer otherwise at the time of termination.

19. ASSIGNMENT AND SUB-CONTRACTING

19.1. Neither Party shall nor shall purport to assign, transfer, charge or otherwise deal with any of its rights or obligations under this Framework Agreement or grant, declare, create or dispose of a right or interest in it.

19.2. Transfermate is entitled to sub-contract some or all of its activities to third parties, including but not limited to its regulated Subsidiaries, subject to these activities being either in respect of Transfermate’s non-regulated activities, or the sub-contractors or Subsidiaries being approved regulated entities, notwithstanding which, Transfermate shall remain responsible for all obligations which are performed by such sub-contractors or Subsidiaries and for the acts or omissions of these sub-contractors or Subsidiaries, as if they were the acts or omissions of Transfermate.

19.3. The sole recipient of the Services shall be the Customer. In the event that any Subsidiary (or Subsidiaries) of the Customer wishes to benefit from the Customer’s access to the Services, Customer may either include the details of these Subsidiaries at Schedule 2.1 (including a certified Corporate Chart), or may add Subsidiaries by way of making a request to MineralTree / Transfermate accompanied by a certified Corporate Chart, which shall be managed as a change in accordance with clause 10. Irrespective of the means of recording the Subsidiaries, the Customer understands that the following conditions must be met by the Customer before the Subsidiary can benefit from the Services provided to the Customer, and by signing this Framework Agreement and providing Us with a completed Schedule 2 in advance of receipt of Services, the Customer warrants that the following is true:

19.3.1. Customer holds and controls, either directly or indirectly, greater than 50% of the shares in the Subsidiary;

19.3.2. Customer holds written authority from the Subsidiary to enable Subsidiary to benefit from the Services, including any applicable data protection measures;

19.3.3. The Subsidiary shall always act under the Customer’s direction; and

19.3.4. The Customer accepts full responsibility for the actions of its Subsidiary.

19.4. Customer understands that Transfermate has no duty to the Subsidiary, and that all Services provided and legal obligations are owed solely to the Customer;

19.5. Customer understands that Transfermate can only provide Services (1) where Transfermate or its Subsidiaries is licensed to do so, (2) where the business of the Subsidiary accedes to Transfermate’s risk appetite, and (3) where Transfermate has suitable accounts in the currencies required.

19.6. Customer acknowledges that Transfermate may, at its discretion and without being obliged to provide a reason, require additional documentation on the Subsidiary prior to, or while providing the Services, and in certain circumstances, may decline to or cease to permit a Subsidiary benefit from the provision of the Services to the Customer.

19.7. It shall be a matter for Transfermate to determine, at its sole discretion:

19.7.1. the operational mechanics and controls required to permit the Subsidiary avail of the Services;

19.7.2. what documentation (if any) it shall require the Customer to provide on behalf of each Subsidiary; and

19.7.3. whether Customer and each Subsidiary are to be permitted fund Payment Transactions from all, some or none of the Funding Accounts.

20. GENERAL

20.1. Survival of clauses: Termination of this Framework Agreement shall not affect either of the Party’s accrued rights or liabilities or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination is effective, including without limitation, clauses 8, 11, 14, 15, 18.

20.2. Notices: Any formal notice to be given by one Party to the other Party under, or in connection with, this Framework Agreement shall be in writing and signed by or on behalf of the Party giving it. It shall be served by delivering it by hand, or sending it by pre-paid recorded delivery, special delivery or registered post (collectively “by post”), to the address set out in clause 20.3 and in each case marked for the attention of the relevant Party (or as otherwise notified from time to time in accordance with the provisions of this clause). Any notice so served by hand or post shall be deemed to have been duly given in the case of:

20.2.1. delivery by hand, when delivered;

20.2.2. by post, at 10am on the second Business Day following the date of posting, provided that in each case where delivery by hand occurs after 6pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.

20.3. Notice Address: The addresses of the parties for the purpose of clause 20.2 are as follows:

Customer

Address:

For the Attention of:

Transfermate

Address: IDA Business

20.4. Costs and Expenses: Each Party shall pay its own costs, charges and expenses incurred in connection with the negotiation, preparation and completion of this Framework Agreement.

20.5. Entire Agreement: This Framework Agreement sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Framework Agreement, and supersede all prior communications between the parties, whether written or oral with respect to the subject matter hereof.

20.6. Representations: It is agreed that:

20.6.1. no Party has entered into this Framework Agreement in reliance upon any representation, warranty or undertaking of the other Party, which is not expressly set out herein;

20.6.2. no Party shall have any remedy in respect of misrepresentation or untrue statement made by the other Party or for any breach of warranty which is not contained herein;

20.6.3. this clause shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

20.7. Amendment: No release, discharge, amendment, modification or variation of this Framework Agreement shall be valid unless it is in writing and signed by or on behalf of both Parties.

20.8. Severability: If and to the extent that any provision of this Framework Agreement is held to be illegal, void or unenforceable, such provision shall be given no effect and be deemed not to be included in this Framework Agreement, without invalidating any of the remaining provisions of this Framework Agreement.

20.9. Waiver: Unless expressly agreed, no release, discharge, amendment, modification or variation shall constitute a general waiver of any provisions of this Framework Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Framework Agreement which have already accrued up to the date of such release, discharge, amendment, modification or variation, and the rights and obligations of the parties under or pursuant to this Framework Agreement shall remain in full force and effect, except and only to the extent that they are so released, discharged, amended, modified or varied.

20.10. Failures and Delays: No failure or delay by either Party in exercising any right or remedy provided by law under or pursuant to this Framework Agreement shall impair such right or remedy or operate or be construed as a waiver or variation, or preclude its exercise at any subsequent time, and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of any right or remedy.

20.11. Remedies Cumulative: The provisions of this Framework Agreement, and the rights and remedies of the parties under this Framework Agreement, are cumulative and are without prejudice and in addition to any rights or remedies a Party may have whether arising under common law, equity, statute, custom or otherwise. No exercise by a Party of any one right or remedy under this Framework Agreement, or under common law, equity, statute, custom or otherwise, will (save to the extent, if any, provided expressly in this Framework Agreement, or by common law, equity, statute or custom) operate so as to hinder or prevent the exercise by it of any other such right or remedy.

20.12. Damages not Adequate: Without prejudice to any other rights or remedies that both Parties may have, damages alone may not be an adequate remedy for any breach of this Framework Agreement by the other Party. Accordingly, either Party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Framework Agreement by the other Party.

20.13. Third Party Enforcement: No one other than the Parties to this Framework Agreement shall have any right to enforce the terms and conditions of this Framework Agreement.

20.14. Legal Relationship: The Parties shall have the status of independent contractors, and nothing herein will be deemed to place the parties in any other relationship, including employer-employee, principal-agent, a fiduciary relationship, partners or joint ventures. Accordingly, neither Party shall be authorised to act in the name of, or on behalf of, or otherwise bind the other Party save as expressly permitted by the terms of this Framework Agreement.

20.15. Dispute Escalation and Resolution: The Relationship Managers shall use all reasonable efforts to resolve in an amicable and co-operative manner issues which are raised by any Party in relation to this Framework Agreement (a “Dispute”). If the Dispute cannot be resolved by the Relationship Managers within five (5) Business Days after the Dispute has arisen, a Party may give notice to the other Party in writing (a “Dispute Notice”) that a Dispute has arisen. Within five (5) Business Days after the Dispute Notice, the Dispute shall be referred to a senior executive of each Party for resolution.

20.16. Counterparts: This Framework Agreement may be executed in any number of counterparts, and by the parties to it on separate counterparts, each of which when so executed will constitute an original but all of which together will evidence the same agreement.

20.17. Execution: The parties agree that this Framework Agreement may be executed electronically. Transmission of an executed counterpart of this Framework Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of the Framework Agreement.

20.18. Governing Law: This Framework Agreement and the relationship between the parties shall be governed by, and interpreted in accordance with the laws of the State of New York.

20.19. Jurisdiction: Each of the Parties agree that the courts in New York are to have exclusive jurisdiction to settle any dispute (including claims for set off and counterclaims) which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by, this Framework Agreement or otherwise arising in connection with this Framework Agreement and for such purposes irrevocably submit to the jurisdiction of the courts in New York.

SCHEDULE 1 TO TRANSFERMATE CUSTOMER FRAMEWORK AGREEMENT

SERVICE DESCRIPTION

With Transfermate’s technology integration to the Platform, Customer can make payments for applicable transactions on the Platform or Website, internationally and domestically. Transfermate’s globally regulated money movement rails support MineralTree’s services to help enable a faster, more cost-effective and accurate payments experience in available countries and currencies.

SERVICE TERMS

These Service Terms apply to the delivery of the Services. Capitalised words not defined herein are defined in the Framework Agreement. In the event of conflict between these Service Terms and the Framework Agreement, these Service Terms shall have priority.

1. Definitions

1.1 “Anti-Money Laundering Policy” means the policy referenced at Schedule 3 which sets out inter-alia Transfermate’s compliance with the regulations, legislation, codes, guidelines and any other regulatory directions of any jurisdiction which govern anti-money laundering and countering the financing of terrorism.

1.2 “Contract” means the Framework Agreement formed between You and Us regarding a Payment Transaction which is subject to these Terms and Conditions.

1.3 “Order” means the request from You to Us to undertake a Payment Transaction.

1.4 “Same Day Processing” refers to Our ability to process a Payment Transaction on the same Business Day as the day on which Your Lodgement is received by Us in cleared funds in our Nominated Account.

1.5 “Transaction Service” means the services provided by Us accessed through the Platform or Website, which enable You to make Payment Transactions.

1.6 “We, Us, Our” means Transfermate Limited and its regulated Subsidiaries.

1.7 “You”, “Your” means the Customer in whose name the Framework Agreement is entered with Transfermate, and includes where the context so permits, Your Users and authorised agents.

2. Description of the Transaction Service and Account Opening Process

2.1 We provide money remittance services with a foreign exchange element.

2.2 You must complete an application to open an Account with Us, which may be done through MineralTree, provide all required documentation and Account Information to Us, and confirm compliance with Our Anti-Money Laundering Policy (as detailed in Clause 2.3). In addition to requesting documentation and information from You, We will complete additional checks to verify Your identity, these additional checks include but are not limited to, credit reference checks, sanctions check, news checks and checks of other available information sources. By applying to use the Transaction Service You consent to (i) MineralTree sharing your Account Information with Us for the purposes set forth herein, (ii) Us using any additional checks We deem appropriate. All such checks will be conducted in accordance with Data Protection Laws. Until these processes have been completed to Our satisfaction, (collectively the “Account Opening Process”), You will be unable to request to effect a Payment Transaction.

2.3 Our Anti-Money Laundering Policy, as may be modified by Us from time to time, forms a core part of the Account Opening Process and is available at Schedule 3. We are entitled to inter-alia verify Your identity or the identity of the Users. We reserve the right to refuse to accept an Order until We are satisfied as to the matters on which We have sought clarification and verification. You undertake that You will observe all Applicable Laws and regulations, including Anti-Money Laundering, Countering the Financing of Terrorism and Exchange Control laws and regulations, in relation to any request by Us, and will use all reasonable endeavours to assist Us to do likewise. In particular, You warrant that the information given by You is accurate and that the Lodgement will not constituent a breach of any Anti-Money Laundering and Exchange Control Laws and regulations.

2.4 Some legal or regulatory authorities may require additional documents and information regarding You or particular transactions. You agree to supply all such documents and information, which any legal or regulatory authority may require.

2.5 Upon completion of Our Account Opening Process You shall have an Account in operation with Us, however until You take the steps set out at Clauses 3 and 4 to conclude a Payment Transaction, neither party shall have any financial obligations towards the other party, nor are the parties under any legal obligation to conclude Payment Transactions.

3. Placing an Order

3.1 To conclude a Payment Transaction, You must first place an Order through the Platform or Website by:

3.1.1 using the means set out at clause 3.2 to request Us to:

3.1.1.1 purchase a specified amount of foreign currency for You; or

3.1.1.2 pay funds to a Beneficiary in Your local currency; and

3.1.2 providing Us with:

3.1.2.1 Your nominated Funding Account, including names, numbers and particulars of the account holders;

3.1.2.2 the amount to be transferred and the currency in which the Payment Transaction is to be effected;

3.1.2.3 full Beneficiary details where We do not already have these on the Account, though in certain circumstances this can be provided after the Order is placed;

3.1.2.4 the purpose for making the Payment Transaction; and

3.1.2.5 such other information or documentation that We may require, including but not limited to specific requirements in some jurisdictions (such as those required for currency control reasons).

3.2 The means by which You may place an Order are by providing the information set out at Clause 5.1, and contacting Us via the Platform or Website.

3.3 You are solely responsible for ensuring that all details You provide at clause 3.1 are correct. We will do everything We reasonably can to rectify any errors, inaccuracies or omissions in Your Order, but this may lead to a delay or failure in processing Your Order. Neither We nor MineralTree will be liable for any loss, damage, cost or expense suffered by You or any party as a result of any such errors, inaccuracies or omissions in Your placement of an Order.

3.4 We may act on an Order from, or purporting to be from, You or the Users, until We have received prior written notice to the contrary and a reasonable opportunity to act on such notice. Any reference to the means by which We may receive an Order from You or Users includes, but shall not be limited to those means set out at clause 3.2.

4. Concluding a Payment Transaction

4.1 Your Order constitutes an invitation from You for Us to negotiate a Payment Transaction with You. Our response to Your Order (by the means set out at Clause 4.2) represents a legal offer from Us for You to enter a Payment Transaction subject to certain conditions set out in the offer. This offer must be accepted by You, following which the Contract is formed subject to these Terms and Conditions.

4.2 This Contract can be concluded by following the means of placing an Order set out at Clause 3.2, though We reserve Our right to engage with You by whatever means We deem most appropriate in concluding the Contract. In each instance Your acceptance, by whatever means, serves as Your acceptance these Terms and Conditions as governing the offer made by Transfermate to enter the Contract for a Payment Transaction.

4.3 Non-negotiation of Orders:

4.3.1 We reserve the right to request further documents and information before entering negotiations with You in respect of an Order;

4.3.2 Payment Transactions are subject to a minimum and maximum transaction value determined by Us, and We may decline to negotiate an Order which falls outside of these value points, notwithstanding that prior Orders of equivalent value were not declined; and

4.3.3 We may notify You of Our refusal to negotiate an Order and shall endeavour to provide You of the reason for so refusing unless We are prevented from doing so by the Applicable Laws or regulations. We will have no liability to You as a result of refusing to negotiate an Order.

4.4 Cancellation of Payment Transactions

4.4.1 In the event of Your having formed a Contract with Us in error, You are advised to contact Us immediately requesting the Contract to be cancelled. Any loss arising on such cancellation will be charged to You and payable by You, and there may be additional cancellation fees attaching to Your request.

4.5 Non-execution or Delays in Payment Transactions:

4.5.1 Notwithstanding the formation of a Contract, We hereby reserve a contractual right to delay or not to complete the execution of the Payment Transaction in instances where:

4.5.1.1 abnormal and unforeseeable circumstances beyond Our control or prohibit or limit Us executing the Payment Transaction;

4.5.1.2 legal obligations covered by applicable regulations make the execution of the Payment Transaction a potentially illegal or non-compliant action;

4.5.1.3 Our Anti-Money Laundering Policy requires so, or where any requirement under our Anti-Money Laundering Policy cannot be met to Our satisfaction;

4.5.1.4 due to the automation of the Transaction Service, errors in quoted rates may have occurred leading to the provision to You of erroneous rates at the time of placing the Order; or

4.5.1.5 errors, inaccuracies or omissions in Your Order may mean that a Payment Transaction cannot be completed (meaning Our making the Final Transfer) as scheduled.

4.5.2 We shall endeavour to inform You on as soon as possible in the event of non-execution of the Payment Transaction as set out in Clause 4.5.1 and in any event no later than the next Business Day, together with the reason for the failure unless We are prevented (in our sole discretion) from disclosing same to You. We shall endeavour to complete the Payment Transaction if the impediment preventing execution can be removed, or where applicable, when the errors, inaccuracies or omissions are corrected.

4.5.3 Where the provisions of clause 4.5.1 lead to the non-completion of or a delay in execution of a Payment Transaction, any commitments provided by Us as to the timing of making the Final Transfer may be adversely impacted, and therefore neither We nor MineralTree accept any liability for the non-completion of, or a delay to completing, a Payment Transaction.

4.6 Effecting the Lodgement:

4.6.1 Under these Terms and Conditions which govern the Contract, You are legally obliged to complete the Lodgement of the agreed amount within 2 Business Days of the date on which the Contract is entered (the “Settlement Date”). Accordingly, this Contract is suitable only if You are able to deliver, on or before the Settlement Date, in cleared funds, the currency / funds You have agreed to buy from Us.

4.6.2 Delivery of the Lodgement shall be by use of one of the two methods set out at clause 5. Under no circumstances shall We accept a Lodgement by any other means, even if We have previously permitted such alternative means of making a Lodgement.

4.6.3 A failure by You to make the Lodgement in full and by the Settlement Date is a breach of the Contract, in which event We will close out the Order at its then prevailing market rates and any loss or costs incurred by Us as a result of Your contractual breach shall be recoverable in full from You on demand by Us, including additional cancellation fees attaching to Your request. Late or incomplete settlement shall incur penalty interest on the total amount due, at a compound rate of 20% per annum, calculated daily and payable to Us on the date payment is made.

4.7 Processing the Final Transfer:

4.7.1 The time at which We receive the Lodgement in cleared funds in Our Nominated Account determines the time at which We can process the Payment Transaction. Same Day Processing is possible in respect of certain currency transfers and dependent on applicable time zones, however We undertake that We shall process the Payment Transaction and make the Final Transfer no later than the next Business Day following the receipt of the Lodgement in cleared funds.

4.7.2 The amount credited by way of Final Transfer to the Beneficiary will be net of fees, charges, commissions and any interest due.

4.8 A confirmation of the Final Transfer (the “Payment Confirmation”) will be issued to You via the Platform or Website. If You do not receive a Payment Confirmation within 24 hours of the date on which the Lodgement is made or within 4 Business Days from the date of the Contract was entered, it is recommended that You contact Us through MineralTree to enable Us to check into the reason for the absence of the Payment Confirmation. The Payment Confirmation will detail (where applicable):

4.8.1 the means of enabling You to identify the Payment Transaction, which shall also be provided to the Beneficiary unless You expressly request Us not to make such disclosure. By hereby permitting such disclosure, You agree to hold Us, our affiliates, subcontractors and partners harmless for any damage or loss suffered by You resulting from enquiries from the Beneficiary or User. We represent and warrant that We will exercise ordinary care in releasing this information.

4.8.2 the date on which the Payment Transaction was effected;

4.8.3 the value date of the Payment Transaction;

4.8.4 a breakdown of the fees and charges payable by You;

4.8.5 the exchange rate used and the amount of the Final Transfer after the currency conversion; and

4.8.6 additional and further information as may be requested by You subject to an additional charge.

4.9 Upon You becoming aware of any unauthorised or incorrectly executed Payment Transaction, You must notify Us without delay. Where We establish that the Payment Transaction was unauthorised or erroneously effected by Us, We shall refund to You, the amount of the unauthorised or erroneous Payment Transaction plus any charges thereon.

4.10 You irrevocably agree that We may retain any Lodgements transmitted to Us pursuant to these Terms and Conditions if We learn that there is a suspicion that You may have breached any laws or regulations, or if We are required to do so by any legal or regulatory authorities. Such retained Lodgements shall not bear interest against Us.

5. Funding the Nominated Account

5.1 By Wire Transfer or Electronic Funds Transfer

5.1.1 You may make a Lodgement by payment of a wire transfer or electronic funds transfer.

5.1.2 We will provide You with the requisite details of the Nominated Account at the time at which the Contract is agreed, and it is Your obligation to ensure You use the correct Nominated Account.

5.2 By Direct Debit (‘DD’) or Automated Clearing House (‘ACH’) payments:

5.2.1 In certain regions (as may be notified to You at the time of placing the Order) it is an option for You to make the Lodgement by way of DD/ACH payment, however We are under no obligation to provide You with this option and require that You make at least one transfer by the means set out at clause 5.1.2.

5.2.2 It is imperative that You ensure that all details supplied by You on the direct debit mandate agreements (or ACH equivalent) are correct and valid, and that only authorised signatories on the Your Funding Account have signed this mandate, and confirm You shall indemnify Us, our affiliates, subcontractors and partners for any losses incurred as a result of errors made by You on the mandate, including Your failure to get the consent of the Funding Account holder where appropriate.

5.2.3 You are obliged to ensure that (1) there are sufficient funds in Your Funding Account to meet the direct debit call and (2) sufficient funds remain in Your Funding Account until the direct debit has cleared. If a Lodgement by way of DD/ACH does not reach Nominated Account due to insufficient funds or for any other reason, You must then complete the Lodgement by way of wire transfer to Us so that the Lodgement is not delayed. Transfermate shall never facilitate a shortfall from You, nor do we offer any credit facility where You are delayed in completing a Lodgement.

5.2.4 We reserve the right to revoke the option of making Lodgements by DD/ACH payments where any DD/ACH payment made by You is reversed from the Nominated Account.

5.2.5 We reserve the right to limit the amount of funds to be taken by DD/ACH.

5.2.6 If a DD/ACH Mandate is inactive for a period of 9 months or more, We reserve the right to deactivate the option to pay by DD/ACH without prior notice to You or to request You to update the DD/ACH Mandate.

5.2.7 In order to cancel a DD/ACH, You must contact Your bank to cancel. Transfermate cannot do this on Your behalf.

5.3 Other than by availing of the means set out at clauses 5.1 and 5.2, no other means is available for funding the Nominated Account, specifically We do not accept cash, cheques or any equivalent. Any attempts by You to make the Lodgement by any such prohibited means shall be invalid under the Contract, causing a delay and potentially a breach of the Contract.

5.4 Unless otherwise agreed with You, We do not have nor do We request, any access to Your Nominated Funding Account and shall not unilaterally debit funds from Your Funding Account. You must initiate the Lodgement to the Nominated Account.

5.5 We reserve the right to reject funding from sources that We may reasonably believe or suspect may breach the laws and regulations of any jurisdiction, or that would meet the standards in Our Anti-Money Laundering Policy.

6. Mass Uploads

6.1 The term Mass Upload refers to the capability for You to provide Us with a single instruction file containing multiple Orders, on receipt of which We endeavour to complete multiple Payment Transactions. This functionality is available on request and remains subject to the terms set out in these Service Terms, save that there are multiple Payment Transactions and Orders created in each Contract.

6.2 Set Up

6.2.1 On request from You, We shall provide You with a template setting out the information required by Us to process a Mass Upload.

6.2.2 You are required to follow this template and produce a statement listing the applicable Orders (the “Uploaded Payment File”).

6.2.3 You are required to ensure all appropriate sign-off for the Uploaded Payment File have been adhered to as the submission of the Uploaded Payment File constitutes a series of “Orders” (as defined in elsewhere in these Service Terms).

6.2.4 We reserve the right to notify You (including by prescribing same on the Portal) of any modified technical requirements or file format / size limitations during the Mass Upload process, and You must adhere to these specifications in effecting a valid Mass Upload.

6.2.5 The Uploaded Payments File must be shared by You with Us in a secure host to host environment as determined by Us from time to time, following which We take the steps described in Clause 6.3 below to conclude the Contract.

6.3 Formation of a Contract

6.3.1 We shall validate the Uploaded Payment File to ensure that it contains the necessary information for a valid Mass Upload within a reasonable time period of receipt, and engage with You where there are errors on the Uploaded Payment File;

6.3.2 We shall without unreasonable delay confirm details of the successful Mass Upload and make You an Offer for the completion of the Payment Transactions.

6.3.3 On confirmation by You, the Contract is created and We shall process each Payment Transaction in accordance with the specific terms set out in these Service Terms.

SCHEDULE 2 TO TRANSFERMATE CUSTOMER FRAMEWORK AGREEMENT

SUBSIDIARY DETAILS

SCHEDULE 3 TO TRANSFERMATE CUSTOMER FRAMEWORK AGREEMENT

ANTI-MONEY LAUNDERING POLICY

Money laundering is the process by which criminally obtained money or other assets are exchanged for “clean” money with no obvious link to its criminal origin. By preventing money laundering, the movement of funds derived from criminal activities will be inhibited. This will in turn, restrict the availability of funds used for terrorist activities. Transfermate views Money Laundering as a serious criminal offence, and as such, complies with regulatory requirements intended to forestall and prevent money laundering. These include:

Confirming the identity of our clients.
Retaining transaction and identification records for a minimum period of five years.
Training staff in terms of anti-money laundering regulations.
Appointing a nominated officer responsible for monitoring and reporting any and all suspicious activities to the relevant authorities

Please note that Transfermate reserves the right to refuse a transaction at any time should suspicion arise that it may be connected to money laundering or any other criminal activity. In addition, Transfermate will be obliged to report this suspicious activity and in line with regulations, is prohibited from disclosing this to the client. By providing us with false identification or contact details, we will deem this a misuse of our service. We are legally bound to report such misdemeanors to the relevant authorities, and as such you may be the subject of a criminal investigation. Transfermate will NOT do business with anyone suspected of, or directly involved in Money Laundering, or where funds have been sourced by any illegal activity. To assist the world wide fight against the funding of terrorism and money laundering activities, world wide laws require Transfermate to obtain, verify and record information that identifies each person who opens an account with us. This can be done in many ways, some of which may require you to provide documentation. Below are examples of documentation that may be required. Your customer service representative will guide you through this process.

Examples of Information required

When you open an account, you will be asked for information such as your, Name, Date of birth, Address, Identification numbers and source of funds. To verify this information, Transfermate uses the latest available technology, but you may be asked for identification documents such as, certified copies of documents showing nationality, residence, your address and a photograph of you. Typical verification documents are your passport/drivers license plus a utility bill/bank statement.

Companies

When you open an account, a corporation, partnership, trust or other legal entity may need to provide other information, such as its principal place of business, local office, employer identification number. To verify this information, Transfermate uses the latest available technology but you may be asked for certified articles of incorporation, government-issued business license, a partnership agreement or a trust agreement.

Certification

If you are required to provide certified copy documents, they must be of good quality, signed and dated with the words “True copy of the original” (or similar) and can be certified by the following people: accountant, lawyer, police officer or your bank manager. If you cannot get one of these people, your customer relationship representative will work with you to find an appropriate substitute. The person certifying the ID document should be contactable so please write their contact details on the copy of the document. This information needs to be scanned back to us and the originals posted to the firm. Transfermate may conduct additional security checks on clients at our discretion.

Your customer service representative will contact you to assist you with this process.

What happens if I don’t provide the information requested or my identity can’t be verified?

We may not be able to open an account or carry out transactions for you. If you already have an account, we may have to close it.

Details of your specific requirements to open an account with Transfermate will be communicated to you by your customer services representative.

ATTACHMENT III TO MINERALTREE® THIRD-PARTY SERVICE TERMS

SETTLEMENT ACCOUNT ADDENDUM

This Settlement Account Addendum (this “Addendum”), which contains the terms and conditions that govern your access to and use of the Settlement Account (as defined below) and the transactions you conduct through or in connection with the Settlement Account, is an agreement between MineralTree, Inc. and you or the entity or entities you represent (“Customer”, “you” or “your”). This Addendum supplements and forms a part of the Customer Agreement between MineralTree, Inc. and you (the “Agreement”). Capitalized terms used in this Addendum but not defined herein shall have the respective meanings given to them in the Agreement. In the event of a conflict between the Agreement and this Addendum, the terms of this Addendum will control but only to the extent of such conflict.

By Accepting this Addendum by (i) clicking “I Accept” button or check box presented with these terms or (ii) executing an Order Form that references this Addendum, Customer agrees to the terms of this Addendum. If you are entering into this Addendum for an entity, such as the company you work for, you represent that you have legal authority to bind that entity.

You acknowledge that MineralTree, Inc., the originating depository financial institution for ACH transactions (the “ODFI”), the issuing financial institution for virtual card transactions (the “Issuing Bank”), and their respective affiliates, successors or assigns, have the right to enforce this Addendum directly against you and any affiliates using the Settlement Account and their respective successors and assigns.

1. Provision of the Settlement Account.

During the Subscription Term and subject to compliance with this Addendum, MineralTree, Inc. and its subsidiaries (collectively, “MineralTree”) shall provide you various payment-related services (the “Settlement Account”) in connection with the Subscription Service for purposes of making payments to your vendors, suppliers, or other business payees (“Vendors”).

2. Customer Obligations.

2.1. Customer represents and warrants that Customer, its employees, and its other authorized users (i) will use the Settlement Account only to facilitate valid and lawful business payments to Vendors; (ii) will not use the Settlement Account to facilitate payments on behalf of another entity that is not directly bound by this Addendum; and (iii) will not use the Settlement Account to facilitate payment to businesses or activities described on Schedule 1 hereto (as it may be amended by MineralTree from time to time).

2.2. You acknowledge and agree (i) that upon receipt of payment instructions from you through the Subscription Service, MineralTree will facilitate an electronic debit of funds from your bank account(s), as specified by you (the “Funding Account(s)”); and (ii) that such funds will be credited to a custodial account held at and by the ODFI for the benefit of MineralTree’s customers (the “Custodial Account”) and held in the Custodial Account until the funds are disbursed to your Vendors in accordance with your payment instructions.

2.3. You authorize MineralTree to contact your Vendors from time to time for purposes of determining the disbursement method and associated payment information that will be used for payments to each Vendor, and to offer various payment-related services to the Vendors.

2.4. In the event any debits on your bank account that are initiated in accordance with this Addendum are returned, dishonored, rejected, or otherwise not settled, you shall pay immediately to MineralTree the amount of the rejected debit and any non-sufficient funds charge or similar fee incurred by MineralTree as a result of such rejection, as permitted under applicable law.

2.5. You shall be responsible for remitting to the appropriate tax authority any taxes that may apply to any payments that you initiate using the Settlement Account, and you acknowledge that MineralTree is not responsible for determining what, if any, taxes apply to your payments.

2.6. You acknowledge that MineralTree is not a bank or money services business (“MSB”) as defined under the Bank Secrecy Act’s implementing regulations and does not offer banking or MSB services.

3. Processing.

3.1. MineralTree may, upon notice to you, establish exposure limitations (e.g., maximum amounts, limits on credit or debit transaction volumes) or take other steps to control MineralTree’s exposure to loss, damage or harm (“Limits”). MineralTree will use commercially reasonable efforts to consult with you prior to establishing Limits to reduce any disruption to your business, it being understood that MineralTree shall have no obligation to consult with you if MineralTree reasonably deems immediate imposition of Limits to be necessary to protect MineralTree or any other person from loss. Limits may be established regarding returns or reversals, in which case such Limits will be in addition to any limitations established by applicable payment system rules. You will comply with all Limits; provided that if Limits prove to be commercially infeasible, you shall have the right to terminate the Settlement Account upon thirty (30) days’ written notice to MineralTree.

3.2. If a disbursement to your Vendor fails for any reason, MineralTree, in its sole discretion, will either (i) attempt to facilitate a reissuance of the payment to the Vendor, possibly with a different payment method; or (ii) facilitate an ACH credit transaction to transfer the funds for the payment from the Custodial Account back to the associated Funding Account. You hereby authorize any such ACH credit transactions to the Funding Account.

3.3. MineralTree, the ODFI, or the Issuing Bank may suspend, cancel, revoke, or restrict the use of any or all payment methods at any time, and reserve the right to decline to process any individual transactions. MineralTree may take action to comply with regulations or other applicable laws concerning money movement and may refuse to facilitate a payment instruction received from you at its absolute discretion without any liability to you provided that MineralTree shall attempt to notify you in advance unless prohibited by law or judicial order.

3.4. MineralTree does not guarantee any Vendor’s timely receipt or application of payment when you use the Settlement Account and, in the event a Vendor fails to timely receive or apply any amounts received for your account, MineralTree will not be liable for any late payment charges or interest assessed or any disrupted services between such Vendor and you that may result.

3.5. You acknowledge that once a payment is processed using the Settlement Account, MineralTree may not be able to “stop payment” on or cancel the transaction, and MineralTree will not be liable if a request to “stop payment” is not effectuated.

3.6. Unless required by law, MineralTree is not responsible for any problem you may have with any goods, services, or other items, payment for which is facilitated by the Settlement Account. If you have a dispute with a Vendor, you must fund all payment instructions in accordance with this Addendum and attempt to resolve the dispute with the Vendor prior to sending the dispute to MineralTree. If you are unsuccessful in resolving the dispute directly with the Vendor, MineralTree will attempt to process the dispute to the extent it relates to a virtual card account subject to the card network rules, as they may be changed from time to time, but does not guarantee resolution by the card network. MineralTree is not responsible if any Vendor refuses to honor all or part of the Settlement Account.

3.7. You authorize MineralTree to rely on information and follow the payment instructions received by or through the Subscription Service or otherwise provided by or on behalf of you with respect to the Settlement Account. If the wrong bank account is debited or incorrect vendor is paid in reliance upon information provided by you, MineralTree will work with you and attempt to recover the payment from the actual recipient(s), but you acknowledge that recovery may not be possible. In the event that you provide MineralTree directly with the vendor payment information, MineralTree shall not be liable for any payments made in reliance upon such vendor payment information.

3.8. You acknowledge and agree that payment errors may occur in the ordinary course of business in connection with the Settlement Account due to the actions or inactions of you, Vendors, or MineralTree, as applicable. You agree to promptly notify MineralTree upon learning of or suspecting any errors or inaccuracies in any payment or information related to any payment and cooperate with MineralTree to correct any payments that are misdirected, unauthorized, erroneous, or duplicative. When a payment error occurs, MineralTree will work to resolve such payment error and will keep you informed throughout the resolution process, regardless of whose actions or inactions caused such payment error. You will bear no liability for payment errors caused by the actions or inactions of MineralTree.

4. Fraud and Unauthorized Use.

4.1. You agree that if MineralTree reasonably suspects that your account with MineralTree has been or is being used for any unauthorized, illegal, or criminal purpose, MineralTree may share information about you, your account with MineralTree, and any of your transactions with law enforcement, the ODFI, or Issuing Bank, provided that MineralTree shall attempt to notify you in advance unless prohibited by law or judicial order.

4.2. Customer and MineralTree agree to cooperate with each other in preventing and prosecuting any fraudulent activity by employees of any party hereto or any third party with respect to the Settlement Account, or otherwise arising in connection with any other relationship between the parties anticipated by or set forth in this Addendum. MineralTree reserves the right to interrupt, suspend, or terminate the Settlement Account without notice to you if MineralTree, in its sole discretion, suspects fraudulent, illegal or abusive activity thereof or any unauthorized access to the Settlement Account. You agree to provide, at no cost to MineralTree, any and all documentation and information as MineralTree may request regarding any suspected fraudulent, illegal, or abusive activity or unauthorized use, including but not limited to affidavits and police reports. Failure to provide reasonable cooperation shall result in your liability for all fraudulent usage of the Settlement Account.

4.3. You agree to notify MineralTree immediately of any actual or suspected loss, theft or unauthorized use of the Settlement Account. You agree to immediately notify MineralTree if any of the payments it has facilitated per your payment instructions are or are suspected of being compromised or that may be or have been processed without proper authority or as a result of fraud. You agree that MineralTree shall have the right to suspend or cancel provision of the Settlement Account, including any in-process payments, after receiving notice of reported or suspected unauthorized use or fraud. Unauthorized use does not include use by a person to whom you have given access or authorization to use the Settlement Account or who is employed or contracted by you or an affiliate or who is using the systems, networks or computing devices of you or an affiliate, and you will be liable for all use and charges by any such user or person.

5. ACH Transactions.

5.1. You acknowledge that ACH payment services (“ACH Services”), including without limitation electronic debits on your account and credit disbursements to your Vendor’s accounts, are provided by MineralTree pursuant to this Addendum by virtue of MineralTree’s contractual relationship with the ODFI, which is a federally-insured financial institution regulated by federal and state banking agencies (“Agencies”). MineralTree, the ODFI, and the Agencies are relying upon the accuracy of all information provided by you and your performance of your obligations hereunder. You and MineralTree acknowledge that the ODFI is a third-party beneficiary of this Addendum, and ODFI has all the rights under this Addendum as if it were a party thereto. You agree and acknowledge that all ACH transactions must comply with all applicable federal and state laws and the NACHA Network (“ACH Network”) Operating Rules (available at www.nacha.org) (the “NACHA Rules”). You agree to assume the responsibilities of an Originator (as defined in the NACHA Rules) under the NACHA Rules. You shall not act as a Third-Party Sender (as defined in the NACHA Rules) in connection with your use of the Settlement Account.

5.2. MineralTree will facilitate credit and debit entries (an “Entry” or “Entries” as those terms are defined by the NACHA Rules) per your payment instructions by means of the ACH Network, subject to the NACHA Rules, the Electronic Funds Transfer Act (15 U.S.C. 1693, et seq.), Regulation E (12 C.F.R. 1005, et seq.), and other applicable laws and regulations as they may change from time to time.

5.3. You hereby authorize MineralTree, directly or through its affiliates and contractors, to effect ACH Entries from the Funding Account(s), including for any Returns (as defined below) in connection with such services (the “ACH Authorization”). This ACH Authorization is to remain in full force and effect until thirty (30) days after MineralTree has received written notification from you of termination of the ACH Authorization, by email to the following address: [email protected], in such time and manner as to afford MineralTree a reasonable opportunity to act on the notification. You must ensure you have at all times sufficient funds in the Funding Account(s) to cover the amounts due on any given day in connection with payments facilitated through the Settlement Account.

5.4. You agree that payment instructions you send to MineralTree shall constitute authorization for the origination of an Entry on your behalf to the Vendor’s (or Receiver’s as that term is defined in the NACHA Rules) account. You agree to pay the reasonable costs of collection efforts undertaken with respect to any delinquent amounts payable by you or with respect to ACH Services provided hereunder. You authorize ODFI to transmit Entries and to make payments to the ODFI for any credit Entries originated and for any such Entries returned by the RDFI (as defined in the NACHA Rules) to the extent that the ODFI does not receive payment from MineralTree.

5.5. In the event you provide vendor ACH information to MineralTree, (i) you shall obtain authorization from Vendor to originate one or more Entries to the Vendor’s account; (ii) such authorization must include Vendor’s agreement to be bound by the NACHA Rules; and (iii) you shall retain the original or a copy of each written authorization of a Receiver for two years from the termination or revocation of the authorization.

5.6. You are obligated to ensure that the Funding Account(s) are funded at all times in the amounts necessary to fulfill all requested ACH transactions. You acknowledge that MineralTree and the ODFI have the right to periodically review the volume and character of the payment instructions provided by you and your business operations to evaluate the risk exposure associated with processing Entries on your behalf. MineralTree and the ODFI have the right to terminate or suspend providing services under this Addendum for breach of the NACHA Rules and the right to audit your compliance with this Addendum and the NACHA Rules.

5.7. You shall be responsible to MineralTree for the amount of any debit Entry submitted on the Funding Account and returned by a RDFI that was transmitted by MineralTree or its affiliates or contractors per your payment instructions (“Returns”), and you acknowledge that such payment cannot be completed until such Return has been resolved. MineralTree and its affiliates and contractors have no control over the acts or omissions of the RDFI and are not liable therefor.

5.8. In the event any payments made using the ACH Services incur any fees or interest or other charges or fees, you shall be solely liable for such fees or charges. You shall reimburse MineralTree for any fines, fees, interest, charges or other costs imposed on MineralTree or its affiliates or contractors or the ODFI for any violation of the NACHA Rules or applicable law by you in connection with the ACH Services.

6. Regulation and Verification.

6.1. To help the government fight the funding of terrorism and money laundering activities, applicable law may require MineralTree, the ODFI, the Issuing Bank, the card network, and/or the ACH Network to obtain, verify, and record information that identifies each person who receives access to the Settlement Account. You shall, when requested, provide to MineralTree, the ODFI, Issuing Bank, the card network, and/or ACH Network as relevant, documentary and other evidence of your identity, those of your beneficial owners, or the identity of any individual to whom you provide access to the Settlement Account, so that MineralTree, its affiliates, the ODFI, Issuing Bank, the card network, and/or the ACH Network may comply with any applicable law or regulation, or card network or NACHA Rules.

6.2. You may not be permitted to receive (and at any time MineralTree may suspend) the Settlement Account if MineralTree, the ODFI, Issuing Bank, the card network, and/or the ACH Network cannot verify your identity, financial condition, creditworthiness, or other necessary information, or suspect risk of noncompliance with laws. You hereby authorize MineralTree, directly or through third parties, to make inquiries, checks, and screens necessary or desirable to validate information concerning your identity, financial condition, or creditworthiness, including, but not limited to: (A) requiring you to confirm ownership of an e-mail address and one or more deposit accounts; (B) ordering a commercial credit report; (C) verifying your information against third-party databases or other sources; and (D) undertaking any other action necessary to verify your information. Notwithstanding any steps taken to verify such information, you hereby represent and warrant on behalf of Customer and any person or organization for which you act that all information you provide to MineralTree is complete, accurate, and up to date. MineralTree shall have the right to withhold or delay the issuance of, or to suspend or deactivate, any part of the Settlement Account until you provide such information as may be necessary to validate the foregoing, or in the event applicable legal screens do not clear.

6.3. You agree that MineralTree or its affiliates or contractors, in its sole discretion, may disclose information about you to satisfy MineralTree’s or its affiliates’ or contractors’, the ODFI’s, Issuing Bank’s, the card network’s, or ACH Network’s legal obligations under applicable law, including, but not limited to anti-money laundering, trade and economic sanctions laws and/or regulations, or as may otherwise be required by law, court order, or card network or NACHA Rules.

6.4. If MineralTree determines, in its sole discretion, that it requires credit, background check, or other reports on the owners, officers, directors, or other principals of Customer in their individual capacity, you may not be permitted to receive the Settlement Account until MineralTree has received appropriate authorization to obtain such reports and has conducted a satisfactory review. You agree to work with MineralTree in timely obtaining any necessary authorizations from the appropriate individuals.

7. Prohibit Business.
The definition of “Prohibited Business” in the Customer Agreement is amended to mean a business that meets the criteria set forth in Exhibit A of the Customer Agreement (as may be amended by MineralTree from time to time) or Schedule 1 to this Addendum (as may be amended by MineralTree from time to time).

8. Term.
The term of this Addendum shall be the term of the Agreement unless this Addendum is earlier terminated as provided herein.

9. Termination.
Except in the case of (i) termination for Customer breach of this Addendum or the Agreement or (ii) termination due to the termination of the Agreement, in the event this Addendum is terminated, (a) MineralTree will refund you any pre-paid fees associated solely with the Settlement Account for the remainder of the Subscription Term, and (b) any minimum payment volume commitments on the Order Form that apply after the date of termination shall be waived.

10. Survival.
Those provisions that by their nature are intended to survive termination or expiration of this Addendum shall so survive, including for the avoidance of doubt, Customer’s record retention obligation in section 5(e).

SCHEDULE 1 TO SETTLEMENT ACCOUNT ADDENDUM

PROHIBITED BUSINESS LIST

illegal activity, as directed by federal, state, or other international and local jurisdictions;
materials that incite violence, hatred, or racism or are considered obscene;
gambling;
payment for debt that has been charged off as uncollectible;
illegal drugs or drug paraphernalia (real or synthetic);
adult content or services (e.g., pornography);
psychics;
currency exchange / casa de cambios;
online dating;
pyramid and ponzi investments;
technology developed to weaken industry security controls;
direct relationships to cannabis industry – cannabis (including hemp and marijuana), cannabis growers or provision of products or services offerings specifically for or intentionally towards the cannabis industry; or
any other business prohibited from time to time by MineralTree, the ODFI, the Issuing Bank, a payment network or its affiliates.