RAPID FUND TERMS

These Rapid Fund Terms (“Rapid Fund Terms” or “Terms”) dated as of the date of Client’s acceptance hereof (“Terms Effective Date”) supplements the Processing Terms (“Agreement” or “Processing Terms”) that you (“Client” or “you”) have entered into SpotOn Transact, LLC (together with its affiliates, referred to as “SpotOn”). These Rapid Fund Terms are part of the “Contract” as defined in the Merchant Terms and Conditions which are located on SpotOn’s website at: https://www.spoton.com/legal/merchant-terms/ (“Standard Terms”). For purposes of these Terms, “Rapid Fund” refers to the provisional settlement of funds to Client in connection with the Agreement in near real-time (usually within 30 minutes) from the time that the batch event occurs (as initiated by you) for the respective transactions and subject to cut-off times.

Unless otherwise defined herein, capitalized terms in these Rapid Fund Terms have the same meaning as in the Agreement. In the event of any conflict between the terms of these Rapid Fund Terms and the terms of the Agreement or any schedule, exhibit, or attachment thereto, these Rapid Fund Terms shall prevail with respect to the subject matter herein.

1. Applicability; Eligible Transactions

These Rapid Fund Terms apply to Client’s activation of the Rapid Fund settlement option offered through SpotOn. Rapid Fund will only be made available to Client in SpotOn’s sole discretion and upon SpotOn’s approval. Rapid Fund is subject to Client’s compliance with the applicable Operating Regulations and applicable law. Rapid Fund is a type of Faster Funding (as defined in the Processing Terms) provided by SpotOn and Third Party Providers and is subject to all the terms and conditions applicable to Faster Funding as set forth in your Processing Terms. Rapid Fund only applies to certain transactions. Rapid Fund is not available with respect to direct American Express transactions (non-OptBlue) or offline transactions (collectively, “Non-eligible Transactions”). SpotOn may further limit the eligibility of Rapid Fund to certain transactions or criteria (e.g., minimum/maximum amounts, or bank limitations). You will have access to detailed reports of your Rapid Fund activity via your Dashboard or other reporting tools made available by SpotOn.

2. Activation

You may request activation of Rapid Fund through methods specified by SpotOn, including but not limited to electronic enrollment through the Dashboard. Activation will be subject to SpotOn’s review and approval, which may be withheld in SpotOn’s sole discretion. Upon approval, your account will be confirmed for activation of Rapid Fund. Upon activation of Rapid Fund, there may be a short transitional delay (during which time settlement may still occur according to traditional payouts) as we integrate your account to Rapid Fund.

3. Free Trial

SpotOn may provide you with access to Rapid Fund for an introductory free-trial period of 30 calendar days (“Free Trial”).

3.1 Automatic Enrollment in Free Trial. If you were an already an existing Client of SpotOn and automatically enrolled in the Free Trial by SpotOn (“Existing Client”), this Section 3.1 applies to you (and Section 3.2 does not apply to you). Upon your automatic enrollment into the Free Trial, no enablement action is required of you to participate in the Free Trial. However, if you use Rapid Fund in connection with the Free Trial, all terms and conditions of these Terms apply to your use of Rapid Fund during such Free Trial period, with the sole exception of Section 4 (Rapid Fund Fees) and Section 3(b). Upon expiration of the Free Trial, you will NOT be automatically enrolled in Rapid Fund. You will be notified by SpotOn prior to the expiration of your Free Trial. To continue to receive Rapid Fund after the Free Trial, you must affirmatively activate Rapid Fund for your account. If you do not elect to enroll in Rapid Fund at the expiration of the Free Trial, the timing of your settlement payouts will revert back to your defaulted settlement payout method as set forth under your Processing Terms (i.e., either Morning Funding or standard funding, as applicable).

3.2 Affirmative Enrollment in Free Trial. If you affirmatively elected to enroll in the Free Trial during your onboarding process (“New Client”) or by execution of this Agreement, this Section 3.2 applies to you (and Section 3.1 does not apply to you). Upon your election to enroll into the Free Trial, you agree to be bound by these Terms. No enablement action is required of you to participate in the Free Trial. Upon expiration of the Free Trial, you WILL BE automatically enrolled in Rapid Fund and you will be responsible for and charged the Rapid Fund Fees unless and until you take affirmative action to terminate your enrollment in Rapid Fund. You can cancel your enrollment in Rapid Fund at any time in accordance with Section 9 of these Terms.

4. Rapid Funds Fees

By enrolling in Rapid Fund (other than a Free Trial), you agree to pay the associated fee set forth below for each transaction amount settled through Rapid Fund (“Rapid Fund Fee”).

The Rapid Fund Fee will be assessed in connection with each Rapid Fund transaction amount (based on the total settlement transaction amount for each settlement deposit to your Account via Rapid Fund) and will be deducted from your settlement amount before such funds are deposited into your Account. SpotOn may modify the Rapid Fund Fee at any time upon at least thirty (30) days’ notice to you. Upon such change in the Rapid Fund Fee, you may elect to terminate your participation in Rapid Fund if you do not agree to the change in the Rapid Fund Fee. Your continued use of Rapid Fund after the date of the modification of the Rapid Fund Fee constitutes your acceptance of the same. You will have access to a reporting tool through your Dashboard showing all Rapid Fund Fees charged, including near real-time or periodic statements.

5. Settlement Process

Settlement funds will be made available to you as specified in the Processing Terms as supplemented by these Rapid Fund Terms, upon batching and subject to eligibility and processing cut-off times as set forth in the documentation made available in SpotOn Knowledge Base. The timing and procedures for settlement payments for Non-eligible Transactions will continue under the terms of the Processing Terms, not supplemented or modified by these Terms. You represent and warrant that all ACH transactions that you authorize pursuant to these Terms (including any ACH credit of settlement funds into your Account) complies with all applicable laws and with the Nacha Operating Regulations. You further agree to comply with the Nacha Operating Regulations as applicable to you. You agree that payment of settlement funds to you via Rapid Fund fully satisfies the obligation to settle funds to you pursuant to the Processing Terms. Any dispute regarding the amount or timing of any payment made to you via Rapid Fund is solely between you and SpotOn and you must notify SpotOn of any alleged errors in accordance with the notice of error period set forth in the Processing Terms. Your failure to timely notify SpotOn of errors in settlement funds (including those made via Rapid Fund) in accordance with the terms of your Processing Terms will result in a waiver of such error and resulting claims.

6. Client Liability

Client acknowledges and agrees that all settlements provided to Client via Rapid Fund (like any other settlement payout) are provisional and subject to suspension, chargebacks, reversals, declines, disputes, refunds, returns, fraudulent activity, adjustments, and other debits as provided in the Agreement. Provisional credit for any transaction is not final and may be revoked upon further review or verification by SpotOn, Bank, or Processor. In the event of a settlement shortfall (i.e., the amount settled to Client in connection with Instant Payout exceeds the settlement amounts ultimately received by the payment networks for any transaction) for any reason, Client remains liable for the amount of such shortfall (including any settlement funds made available to Client under Rapid Fund) as any other amounts due under the Processing Terms. SpotOn may direct the offset of such amounts from future settlements or debit your designated Account (or Reserve Account) pursuant to the terms of the Agreement.

7. Third Parties

As with other forms of Faster Funding, SpotOn will use certain Third Party Providers in connection with the provision of Rapid Fund. Certain features and functions of Rapid Fund may be provided by or through Astra, as determined by SpotOn.

8. Disclaimers

SPOTON DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO RAPID FUND. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH RAPID FUND AND CLIENT ASSUMES ALL SUCH RISKS EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SPOTON MAKES NO GUARANTEES, WARRANTIES, ASSURANCES, OR PROMISES REGARDING THE TIMING OF THE SETTLEMENT OF FUNDS TO CLIENT’S ACCOUNT, INCLUDING WITH RESPECT TO RAPID FUND.

9. Cancellation and Termination

You may cancel your enrollment in Rapid Fund at any time by contacting SpotOn support through normal established channels or by deselecting the toggle or checkbox interface for Rapid Fund available in your Dashboard. SpotOn may suspend or terminate your enrollment in Rapid Fund immediately upon notice for (in each case, in SpotOn’s sole discretion): (a) suspected fraud, (b) excessive chargebacks or any settlement shortfall, (c) an adverse change to your financial condition, (d) your non-compliance with Operating Regulations or applicable law, (e) your breach of these Terms or the Contract, (f) a fine or assessment imposed by any third party, (g) settlement delays (or indications of such delays) from the payment networks, (h) a material change to your business, (i) your granting of a security interest in your settlement proceeds to any third party, or (j) our receipt of any lien or levy notice from a purported creditor or regulatory authority claiming an interest in your assets or your settlement funds. SpotOn may terminate your enrollment in Rapid Fund without cause and for any reason upon 30 days prior notice. Upon cancellation or termination of Rapid Fund for any reason, Client will revert back to ordinary settlement payouts in accordance with the terms of the Agreement. The Rapid Fund Fee for any Rapid Fund payouts initiated prior to cancellation or termination will still be due and payable by Client.

10. Bank Account Changes; Changes in Financial Condition

Any changes to your designated bank account to receive settlement from Rapid Fund must be communicated to SpotOn though updating the designated depository Account through the “Bank Account & Tax Forms” section of the Dashboard. SpotOn may require additional verification for security. You must immediately notify SpotOn of any material adverse change in your financial condition.

11. Modification of Terms

SpotOn may update these Rapid Fund Terms and usage instructions from time to time to reflect technical developments or other updates to Rapid Fund upon no less than 10 days’ notice to you (unless a shorter period is necessary to comply with any changes in laws, regulations, or payment network rules). Your continued use of Rapid Fund after the effective date of such changes constitutes your acceptance of such changes.

12. General Terms

These Terms are in addition to and supplement SpotOn’s Standard Terms, Processing Terms and Privacy Policy, all of which are incorporated by reference.