Legal & Compliance

Next-Day Settlement Service Terms

Introduction and Status ofthese Terms

These Next-Day Settlement Service Terms ("NDSTerms") supplement, and are incorporated by reference into, the USCross River Bank Service Agreement Terms (the "Merchant Terms")between Pay.com US, Inc. dba Pay.com ("Pay.com") and theMerchant identified in the onboarding or application process ("Merchant").These NDS Terms govern Merchant's optional use of the faster settlementdelivery feature described below (the "Next-Day SettlementService"). Capitalized terms not defined in these NDS Terms have themeaning given to them in the Merchant Terms, including the glossary at ExhibitA and the Bank Service Terms at Exhibit C.

In the event of any conflict between these NDSTerms and the Merchant Terms with respect to the Next-Day Settlement Servicespecifically, these NDS Terms shall prevail; for all other purposes, theMerchant Terms (including Exhibit C) shall continue to apply in full.

Pay.com may update these NDS Terms from timeto time in accordance with Section 28 (Variation and Waiver) of the MerchantTerms. Continued use of the Next-Day Settlement Service after notice of anysuch update constitutes Merchant's acceptance of the revised NDS Terms.

1. The Next-Day SettlementService

1.1 TheNext-Day Settlement Service is an optional feature that delivers Merchant'ssettlement funds to the Merchant Bank Account using a faster payment rail thanthe rail otherwise used for standard settlement, so that Merchant receives itsfunds sooner. Pay.com initiates the transfer of settlement funds at the sametime, and in the same amount, as it would under Merchant's standard settlementarrangement; the Next-Day Settlement Service changes only the delivery rail andthe resulting time at which funds are posted to the Merchant Bank Account, anddoes not accelerate, advance, or otherwise change when Pay.com or the Bankreleases those funds.

1.3 Enrollmentin the Next-Day Settlement Service does not modify, waive, or otherwise affectMerchant's obligations under the Merchant Terms, including with respect tochargebacks, refunds, fees, or Merchant's representations and warranties.

2. Eligibility and Enrollment

2.1 AnyMerchant whose standard settlement arrangement with Pay.com is on a T+1 (nextBusiness Day) or slower basis is eligible for the Next-Day Settlement Service.

2.2 Merchantmay enroll in the Next-Day Settlement Service by requesting enrollment fromPay.com or, where made available, through the self-service option in theMerchant Account dashboard. Pay.com will confirm activation of the Service onceenabled on Merchant's account.

2.3 Pay.commay decline to enable, or may withdraw, the Next-Day Settlement Service inrespect of any Merchant Bank Account that does not support the payment railused to deliver the Service (for example, an account type or receiving bank notreachable by that rail), without affecting Merchant's standard settlement underthe Merchant Terms.

3. Settlement Timing

3.1 Pay.comwill initiate the transfer of settlement funds, net of Fees, LiabilityAssessments, chargebacks, refunds, and any other amounts owed to Pay.com underthe Merchant Terms, at the same time as it would under Merchant's standardsettlement arrangement. The Next-Day Settlement Service uses a payment railintended to make those funds available in the Merchant Bank Account within one(1) Business Day of that transfer being initiated, faster than the deliverytiming of Merchant's standard settlement rail, unless a Settlement Delay Eventoccurs.

3.2 Merchantacknowledges that the timing described in Section 3.1 depends on the processingand posting practices of the receiving bank for the Merchant Bank Account,which remain outside Pay.com's and the Bank's control.

3.3 Pay.comdoes not represent or warrant any specific service level, uptime commitment, orguaranteed delivery window in respect of the Next-Day Settlement Service, andthe Next-Day Settlement Service is provided on a reasonable-efforts basis only.

4. Settlement Delay Events

4.1 A"Settlement Delay Event" means any circumstance that preventsor delays Pay.com from making a Next-Day Settlement within the timeframedescribed in Section 3.1, including without limitation:

(a) unavailability,downtime, or delayed processing of the Bank, a Payment Network, NACHA, acorrespondent or receiving bank, or any other Third Party Servicer;

(b) incorrect,incomplete, or outdated Merchant Bank Account information;

(c) aForce Majeure event, as defined in the Merchant Terms;

(d) fraud,sanctions, or compliance screening or investigation by Pay.com, the Bank, aPayment Network, or any Governmental Authority applicable to the underlyingTransaction or transfer;

(e) anysuspected or actual breach by Merchant of the Merchant Terms, including anyevent described in Section 5.7 or Section 14.3 of the Merchant Terms; or

(f) the Merchant Bank Account being of a type not supported fordelivery via the applicable rail (for example, a savings, custodial, ornon-U.S. account).

4.2 Wherea Settlement Delay Event occurs, the affected transfer will instead bedelivered in accordance with the standard settlement rail and timing under theMerchant Terms. Pay.com will use commercially reasonable efforts to notifyMerchant of a material or recurring Settlement Delay Event but shall have noliability for any failure to do so.

5. Currency and Rail

5.1 TheNext-Day Settlement Service is available only in U.S. Dollars (USD), settledvia Cross River Bank to a U.S. Merchant Bank Account. Pay.com currently doesnot offer the Next-Day Settlement Service in any other currency.

6. Fees

6.1 Merchant shall pay Pay.com the feesapplicable to the Next-Day Settlement Service as set out in the MerchantApplication, pricing schedule, or as otherwise notified by Pay.com ("NDSFees"). NDS Fees are in addition to, and not in substitution for, theFees payable under Section 16 of the Merchant Terms.

6.2 NDS Fees shall be calculated and collectedin the same manner as Fees under Section 16 of the Merchant Terms, including byway of deduction from settlement funds or debit to the Merchant Bank Account.

6.3 Pay.com may amend NDS Fees on no less thanthirty (30) days' written notice to Merchant, in accordance with Section 16.3of the Merchant Terms.

7. Suspension and Removal from the Service

7.1 Pay.com may suspend or terminateMerchant's access to the Next-Day Settlement Service, in whole or in part,immediately and without liability to Merchant, if:

(a) Merchantbreaches these NDS Terms or the Merchant Terms;

(b) theBank or any Payment Network requires Pay.com to suspend or discontinue theService generally or as to Merchant specifically; or

(c) Pay.comdiscontinues the Next-Day Settlement Service generally, in which case Section9.1 applies.

7.2 Suspension or removal from the Next-DaySettlement Service does not affect Merchant's continued use of the Servicesgenerally under the Merchant Terms, which will resume standard settlementtiming.

8. Term; Changes;Discontinuation

8.1 These NDS Terms apply for so long asMerchant is enrolled in the Next-Day Settlement Service. Pay.com maydiscontinue the Next-Day Settlement Service, in whole or in part, at any timeand for any reason, on reasonable notice to Merchant where practicable;provided that Pay.com may discontinue the Service without prior notice whererequired by the Bank, a Payment Network, or Applicable Law.

8.2 These NDS Terms will automaticallyterminate upon termination or expiry of the Merchant Terms, without prejudiceto any amounts accrued or obligations that by their nature survive suchtermination, including under Sections 6 and 9 of these NDS Terms.

9. Disclaimers and Liability

9.1 The Next-Day Settlement Service is provided on an “as is” and “as available” basis. Pay.com does not warrant or guarantee that delivery will occur within any specific timeframe, and Merchant’s reliance on the anticipated timing of the Next-Day Settlement Service for cash-flow, payroll, or other operational purposes is at Merchant’s own risk.

9.2 Without limiting Section 23 of theMerchant Terms, Pay.com shall have no liability to Merchant for any loss, cost,or damage (including any loss of business, revenue, or opportunity) arisingfrom a Settlement Delay Event, the discontinuation or withdrawal of theNext-Day Settlement Service, or Merchant's reliance on anticipated deliverytiming.

9.3 Sections 21 (Pay.com Representations andWarranties, Exclusions) and 23 (Liability) of the Merchant Terms apply to theNext-Day Settlement Service as though set out in full in these NDS Terms.

10. General

10.1 Sections 24 (Notices), 26 (Assignment),28 (Variation and Waiver), 29 (General), and 30 (Governing Law and Arbitration)of the Merchant Terms apply to these NDS Terms as though set out in full.

10.2 These NDS Terms, together with theMerchant Terms, constitute the entire agreement between Pay.com and Merchantwith respect to the Next-Day Settlement Service and supersede any priorcommunications or understandings on that subject.

Definitions

The following terms used in these NDS Termshave the meanings set out below. Other capitalized terms have the meaningsgiven in Exhibit A to the Merchant Terms.