WINFACTORPAY^TM TERMS OF SERVICE

Last Updated: July 25, 2024

These WinFactorPay™ Terms of Service (“WinFactorPay™ Terms”), together with the WinFactorPay™ Rider (“Rider”), which, if applicable, is appended to the Order Form by and between Customer and WinFactor, govern Customer’s use of WinFactorPay™. Terms used but not otherwise defined in these WinFactorPay™ Terms of Service or the Rider shall have the meaning assigned to them in the Agreement.

1. WinFactorPay™ Program. Upon remittance of the WinFactorPay™ Implementation Fee (set forth in the Rider), and subject to Customer’s ongoing compliance with the terms of the Rider, these WinFactorPay™ Terms, and the terms of the Agreement, Customer may participate in the WinFactorPay™ program. The prepaid, reloadable cards (“Cards”) made available to Users may be in the form of physical cards or virtual cards available by mobile device. WinFactorPay™ is provided on an “as is” and “as available” basis. Anything herein to the contrary notwithstanding, WinFactor shall have the right, in its sole discretion and without liability to it, to discontinue WinFactorPay™ upon notice to Customer. WinFactor’s discontinuation of WinFactorPay™ shall not affect the terms of the Agreement.

2. Partner; Acceptance of Partner’s Terms and Conditions. As of the date hereof, the Partner (as defined on the Rider) is Onbe, Inc., a Delaware corporation. However, WinFactor shall have the right to change its Partner from time-to-time in its sole discretion. In such case, WinFactor will provide written notice to Customer. By choosing to participate in WinFactorPay™, Customer, on behalf of itself and its Users (a) represents and warrants to WinFactor that it has read, agreed to, and at all times will abide by (i) Partner’s terms of service, attached hereto as Schedule A, and (ii) the terms of the Cardholder Agreement, which was furnished to each User at the time of receipt of a Card, (ii) and (b) to the greatest extent permitted under applicable law, will indemnify and hold WinFactor harmless from any and all liability sustained by WinFactor arising out of Customer’s or User’s use of WinFactorPay™ or violation of the Partner’s terms of service or the Cardholder Agreement.

3. Fees. The fees applicable to the WinFactorPay™ program are in addition to the fees associated with the WinFactorTM Software. The WinFactorPay™ fees, as set forth in the Rider, are (a) a One-Time Implementation Fee, which is due prior to Client’s participation in the WinFactorPay™ program, (b) Load Fees, which accrue at each instance in which funds are loaded onto a Card, and (c) Card Fees, which accrue upon initial Card Issuance and at each instance of Card Auto-Reissue (collectively, “WinFactorPay™ Fees”). Except as may be provided otherwise herein, the WinFactorPay™ Fees paid are non-refundable, including in the event of termination of the Agreement. All WinFactorPay™ Fees shall be due and payable immediately upon receipt of an invoice and in full in U.S. currency. All undisputed WinFactorPay™ Fees due to WinFactor not paid within fifteen (15) days after the date such amounts are due and payable shall bear interest at the lesser of one and one half percent (1.5%) per month or the maximum rate of interest allowable by applicable law. In the event of unpaid WinFactorPay™ Fees outstanding for a period equal to or greater than fifteen (15) days, WinFactor shall have the right to (y) suspend Customer’s access to the WinFactor™ Software and WinFactorPay™ until such time that Customer pays such outstanding WinFactorPay™ Fees, and (z) setoff any amount owed to WinFactor against the Interchange Compensation (as discussed herein). WinFactor shall have the right to increase the WinFactorPay™ Fees from time-to-time upon notice to Customer.

4. Interchange Fee Sharing. Subject to the terms of this section, WinFactor shall share with Customer a portion of the interchange fees generated from the Users’ use of the Cards for credit purchase transactions, including point of sale signature spend-based and PIN-based transactions (each, a “Credit Purchase”, and collectively, “Credit Purchases”). For each Credit Purchase, Customer shall be entitled to either one of the following: (a) if the interchange fee derived from a Credit Purchase equals or exceeds 120 bps (the “Interchange Threshold”), then Customer shall be entitled to the Interchange Share of the interchange fee actually received by WinFactor from Partner; or (b) if the interchange fee derived from a Credit Purchase is less than the Interchange Threshold, and provided that interchange fee is actually received by WinFactor from Partner, then Customer shall be entitled to the sum of the interchange fee derived from the Credit Purchase less 40 bps (the results of (a) and (b) each being referred to as the “Interchange Compensation”). WinFactor shall remit the aggregate Interchange Compensation to Customer on a monthly basis, within thirty (30) days after WinFactor’s receipt of the corresponding interchange fees from the Partner.

5. Customer Support. Partner will provide staff capable of providing customer support and handling inquiries from Users regarding the Cards.

6. Term and Termination. Following commencement, the term of the Rider shall be coterminous with the Agreement unless terminated sooner by Customer in accordance with this provision. Customer may discontinue its participation in the WinFactorPay™ program upon thirty (30) days’ written notice to WinFactor; however, for the avoidance of doubt, discontinuation of participation in the WinFactorPay™ program shall have no effect on the term of the Agreement. WinFactor shall have the right to discontinue making WinFactorPay™ available to Customer for any reason or no reason, and, in its sole discretion and without liability to it, to discontinue WinFactorPay™ upon notice to Customer. WinFactor’s discontinuation of WinFactorPay™ shall not affect the terms of the Agreement. The Rider shall automatically terminate upon the expiration or termination of the Agreement.

7. Governing Terms. These WinFactorPay™ Terms and the Rider are incorporated into and made a part of the Agreement. All terms and conditions of the Agreement not expressly modified or amended by these WinFactorPay™ Terms or the Rider shall remain in full force and effect and shall govern WinFactorPay™.

8. Entire Agreement. These WinFactorPay™ Terms as well as the Rider, together with the Agreement, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings between the parties, whether written or oral, concerning WinFactorPay™.

SCHEDULE A TO

WinFactorPay™ TERMS OF SERVICE

PARTNER’S TERMS OF SERVICE

By choosing to participate in WinFactorPay™, Customer, on behalf of itself and its Users represents and warrants to WinFactor that it has read, agreed to, and at all times will abide by these Partner’s Terms of Service. WinFactor reserves the right to modify by these Partner’s Terms of Service from time to time upon written notice to Customer. Terms used but not otherwise defined herein shall have the meaning assigned to them in the Agreement.

1. Sanctioned Countries. Customer represents that it and its Users are not named on any U.S. government denied-party list. Customer shall not use nor permit its Users to access or use the WinFactor Software in a U.S. sanctioned country (currently Cuba, Iran, North Korea, Syria, or Crimea) as well as Belarus, Russia and comprehensively sanctioned regions of Ukraine, including but not limited to Crimea, Donestk, Lughansk, Kherson and Zaporzhzhia or in violation of any U.S. export law or regulation.

2. Customer Complaints; Required Notice. Within 24 hours of any written or oral submission of dissatisfaction or concern (or, for Payment Modalities subject to Regulation E, “errors” as defined by 12 C.F.R. 1005.11(a)) (collectively, “Complaints”), received by Customer from any User or from any regulator, network, consumer protection or advocacy agent or other similar party related to Customer’s performance under the WinFactorPay™ Rider, including Customer’s possession of Payment Recipient information as a result thereof or (b) the privacy rights of any Payment Recipient, Customer shall immediately notify its WinFactor-designated customer support team, relationship manager or other designee identified by WinFactor from time to time. Customer will promptly and appropriately respond to all Payment Recipient inquiries and complaints, and will promptly resolve the same in accordance with Applicable Law and any applicable policies and instructions provided by WinFactor from time to time. Customer agrees to retain all information related to Complaints and provide such information to WinFactor upon request. Customer must provide prompt written notice to WinFactor of any regulatory or enforcement actions taken against Customer as a result of or related to WinFactorPay™ (to the extent Customer is permitted by Applicable Law to disclose the action to Company).

3. Payment Recipient Account Information. In its provision of services to Customer, Partner acts as an agent of the relevant issuing bank or non-bank money service business (“Issuing Bank”) and may store, process and transmit information and materials, in any form or medium, related to a Payment Modality account, which may include, but is not limited to, a name, address, account number (any debit card number or other account number issued by Issuing Bank), account balance, transaction and purchase information, and payment history (collectively, “Payment Recipient Account Information”) of a payment recipient (the “Payment Recipient”).

4. Duty of Care. Customer will, at a minimum, undertake the following measures with respect to Payment Recipient Account Information stored or transmitted accessed by Customer: (a) appropriately restrict the storage of Payment Recipient Account Information on laptops, portable devices or other portable media and, where Payment Recipient Account Information must be stored on such devices, encrypt all such Payment Recipient Account Information stored on laptops and, where technically feasible, on other portable devices and portable media; (b) dispose of Payment Recipient Account Information in such a way so that it may not be decoded, read or decompiled; (c) utilize industry standard passwords, firewalls and anti-malware measures to protect Payment Recipient Account Information stored on computer systems; and (d) develop, implement, maintain, and monitor a comprehensive, written information security program that contains administrative, technical, and physical safeguards designed to (i) ensure the security and confidentiality of Payment Recipient Account Information, (ii) protect against any unanticipated threats or hazards to the security or integrity of such information, (iii) protect against the unauthorized access to or use of such information that could result in substantial harm or inconvenience to WinFactor or any Payment Recipients, and (iv) guarantee the proper disposal of such information upon termination of the Agreement.

5. Use Restrictions. Customer will access and use Payment Recipient Account Information only: (a) as necessary for Customer to provide support to Users, (b) in accordance with any Applicable Law, and (c) in accordance with the provisions of Partner’s and Issuing Bank’s policies where relevant. In addition, Customer will disclose Payment Recipient Account Information only to those employees or contractors who have a “need to know” such Payment Recipient Account Information (and only to the extent necessary) in order to provide support to Users. Customer will ensure employees or contractors providing the support to Users are bound to uphold Customer’s obligations of confidentiality set forth in the Agreement.

6. Notification. If Customer becomes aware of any threatened or actual violation of the obligations or restrictions agreed to by Customer with respect to Payment Recipient Account Information, Customer will immediately notify WinFactor and Customer will assist WinFactor with its efforts to, cure or remedy such violation. Customer will be liable to WinFactor for any non-compliance by employees or contractors.

7. Legally Required Disclosures. The obligations of confidentiality hereunder shall not apply to the extent that Customer is required to disclose Payment Recipient Account Information under any Applicable Law. Notwithstanding the foregoing, in the event that Customer is served with a request from a governmental authority under Applicable Law, Customer will: a) promptly notify WinFactor of the request or order in order to provide WinFactor an opportunity to seek a protective order; b) reasonably cooperate with WinFactor’s lawful efforts to resist the disclosure, upon reasonable request by WinFactor; and c) disclose only the portion of Payment Recipient Account Information that is required to be disclosed under such Applicable Law.

8. Accounting for Payment Recipient Account Information. Upon termination of the Agreement or at any time upon the request of WinFactor, Customer will return, or at WinFactor’s election, destroy all Payment Recipient Account Information supplied to, or otherwise obtained by, Customer. Customer will certify in writing that it has fully complied with such obligations within 7 days following the date it receives a request from WinFactor for such a certification.