Loading...
HomeMy WebLinkAboutCAG2024-341 - Original - Alacriti Payments, LLC - OrbiPay - 7/9/2019 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form Dir Asst: • For Approvals,Signatures and Records Management Dir/Dep: KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. Originator: Department: Lynnette Smith IT Date Sent: Date Required: > 07/16/2024 0 p. Director or Designee to Sign. Date of Council Approval: Q N/A Budqet Account Number: Grant?:Yes P-11No N/A Budget?❑YesE]No Type: N/A Vendor Name: Category: Alacriti Payments, LLC Contract Vendor Number: Sub-Category: 2001549 Original 0 Project Name: OrbiPay E 0 Project Details:Initial 3- r term for OrbiPa an online Payment Provider for � Y Y - Y iNovah - under IT Director's signature authority. c Agreement Amount: $0 Basis for Selection of Contractor: Direct Negotiation 4) *Memo to Mayor must be attached 3- Start Date: 07/09/2019 Termination Date: 07/08/2022 Q Local Business?E]Yes W1No* If meets requirements per KCC3.70.700,please complete"VendorPurchase-Locol Exceptions"form onCityspace. Business License Verification:YesElln-ProcessElExempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: ❑Yesw]No CAG2024-341 Comments: CM <<Signature on attached agreement pg. 17/42>> 3 0 Mike Carrington, IT Director cc GJ y � i Date: <<Date on attached agreement pg. 17/42>> �a c in Date Routed to the City Clerk's Office 7/16/24 Interlocal Agreement has been uploaded to website: ❑ ad«W22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 Amendment — Exhibit A — Alacriti MSA 04112018 EXHIBIT A MASTER SERVICES AGREEMENT Last updated: April 23, 2018 This Alacriti Master Services Agreement (together with any Orders, the "Agreement"), is by and between Alacriti Payments LLC ("Alacriti," "we," or"us") and the legal entity identified in the signature block of an Order or that otherwise accepts an Order("Client," or"you"), and is effective as of the date of acceptance of that Order (the "Effective Date"). Alacriti and Client are each referred to individually as a "party" and collectively as the "parties." Alacriti provides certain digital payment services, related data, technology and analytics services, and other business services, including those services more expressly set forth in an order form that is signed or otherwise accepted by both parties and references this Agreement (such order forms are "Orders," and such services are collectively "Services"). Client desires to use the Services pursuant to the terms and conditions of this Agreement. This Agreement is a legal and binding agreement between Alacriti and the entity or person signs or otherwise accepts the applicable Order. This Agreement describes the terms and conditions that apply to your use of the Services. If you do not understand or agree with any of the terms of this Agreement, do not access or use the Services. In consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Alacriti and Client agree as follows: 1. Definitions. Unless otherwise expressly set forth herein, the capitalized terms used in this Agreement have the meanings set forth in this section. (a) "Applicable Law" means, with respect to a party: (i) all federal, state, local, administrative laws, rules, regulations and interpretations, in either case as applicable to that party's provision or receipt of Services; (ii)the NACHA rules and operating regulations; and (iii) the operating rules of Networks and Payment Brands, and the Payment Card Industry Data Security Standard, as any or all of the foregoing may be amended, revised, or replaced from time to time. (b) "Custom Development" means any customization by Alacriti of the Services, to support a Client's specific requirements, as further set forth in an Order. (c) "NACHA" means the National Automated Clearing House Association and all regional payment alliances associated with it. (d) "Networks" means Pulse, Star, NYCE, and/or any other electronic payment network authorization, routing, processing or funds transfer system for transmitting Transactions and settlement thereof. (e) "ODFI" or"Originating Depository Financial Institution" has the meaning given in the operating rules administered by NACHA ("NACHA Rules"). (f) "Payment Brand" means any payment method provider whose payment method is used by the Services, including Visa U.S.A., Inc., Visa International, MasterCard International Incorporated, Discover Financial Services, Inc., American Express Travel Related Services Company Inc., and other credit and debit card providers, debit network providers, gift card, and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council. (g) "Transaction" means a credit, debit, ACH, or other electronic transaction processed by Alacriti on behalf of Client or Customer, including purchases, cash withdrawals, disputes, chargebacks, and refunds. (h) "Transaction Data" means the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record, which is submitted to Alacriti 2. The Services and Intellectual Property. (a) Only businesses (including sole proprietors), bona fide charitable organizations, and other 1 entities or persons located in the United States are eligible to use the Services. Subject to the terms and conditions of this Agreement and the applicable Order, including any fees required to be paid by Client to Alacriti: (i)Alacriti will make the Services available to Client and Clients' customers ("Customers") during the term of the applicable Order; and (ii) to the extent Client is required to download or integrate any software which is proprietary to Alacriti (the "Software")for use in connection with the Services (the "Permitted Purpose"), Alacriti grants to Client a limited non- exclusive, non-assignable, non-transferable, non-sublicensable license to access and use the Software, during the term of the applicable Order, solely for the Permitted Purpose. Alacriti retains ownership of the Services and Software, and all intellectual property therein. Client and its Customers receive no rights or licenses to the Services or Software except for those set forth in this paragraph. All rights not expressly granted to a party hereunder are reserved. Client is responsible for and will be liable to Alacriti pursuant to this Agreement for the actions and/or omissions of its Customers, as if they were Client's own. (b)Alacriti may use all comments, suggestions, or other feedback relating to the Services or Software (collectively, "Feedback")that are provided by Client, without restriction. Client irrevocably assigns to Alacriti all right, title, and interest in and to the Feedback and agrees to provide Alacriti any assistance it requires to document, perfect, and maintain its rights in the Feedback, at Alacriti's expense. (c) Client shall not (and shall not authorize or permit its employees, agents, independent contractors, Customers, or any other person or entity to): (i) modify or create derivative works of the Services or Software; (ii) distribute, re-sell, or sublicense the Services or Software; (iii) decompile, disassemble, or reverse-engineer any portion of the Services or Software, or otherwise attempt to derive their source code or protocols; (iv) use the Services or Software as part of a time-sharing or service bureau arrangement; or(v) remove, modify, or obscure any proprietary notices included on the Services or Software. (d) Client retains ownership of all materials it furnishes to Alacriti in connection with this Agreement ("Client Materials"). Client warrants to Alacriti that it has obtained all right, consent, and authority necessary for Alacriti to use the Client Materials in connection with the Services. Client grants Alacriti and its service providers a worldwide, royalty-free, non-exclusive, non-transferable (except as part of a permitted transfer of this Agreement) license during the term of the applicable Order to use, copy, creative derivative works of, and otherwise exploit the Client Materials as part of providing the Services to Client and its Customers. (e)Alacriti shall support Client's use of the Services in accordance with the Service Level Agreement, as well as ensure that the Services are available as set forth in the Service Level Agreement. "Service Level Agreement" means the service level agreement that we offer for a particular Service, as posted at https://www.alacriti.com/legal/service-levels (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference. (f) Settlement of Transactions will occur as set forth in the Settlement Terms. "Settlement Terms" means the terms and conditions posted at https://www.alacriti.com/legal/settlement-terms (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and is incorporated herein by reference. (g) Client acknowledges that Alacriti is entitled to injunctive relief for any breach or threatened breach of this section, without the necessity of Alacriti showing actual money damages or posting a bond. Such injunctive relief shall not preclude Alacriti from pursuing any other remedies available to it, including the recovery for damages sustained it is able to prove or for the cost of the action, including reasonable attorneys' fees. 3. Client Fees; Taxes. (a) Client shall pay Alacriti for use of the Services and the creation of Custom Development as set forth in the applicable Order("Services Fees"). All Services Fees and other fees payable under this Agreement to Alacriti or a third party that contain a fraction of a cent will be rounded up to the next full cent. Alacriti shall invoice Client for Services Fees monthly in arrears, and all invoices are due and payable by Client not later than thirty (30) days after the date of the invoice. An invoice is deemed correct unless Client otherwise notifies Alacriti in writing within fifteen (15) days of the invoice date, specifying the nature of the disagreement. Client shall maintain an active business bank account and ensure such account has, throughout the Term, sufficient cleared funds to meet its obligations under this Agreement. Client irrevocably authorizes Alacriti to debit and/or credit the Account via ACH to settle any and all fees and other amounts due to Alacriti under this Agreement, and such authority shall remain in effect for a period of six (6) months following the date of termination of this Agreement. All amounts due to Alacriti under this Agreement must be paid without set-off or deduction. Any fees not collected from Client by Alacriti when debiting the Account or otherwise past due shall bear interest at one and a half percentage (1.5%) point per month but in no event more than the highest rate permitted by law. Client acknowledges that Alacriti may also charge Customers fees in order to use the Services. Alacriti is responsible for disclosing any such fees to the Customer. (b) Client is obligated to pay all taxes, fees and other charges imposed by any governmental authority ("Taxes"), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services. If Client is tax-exempt, it will provide Alacriti with an appropriate certificate or other evidence of tax exemption that is satisfactory to Alacriti. The Services Fees are exclusive of any applicable Taxes. Client has sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of its products and services, acceptance of donations, or payments it receives in connection with the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for Client's business to the appropriate tax and revenue authorities. If Alacriti is required to withhold any Taxes, or it is unable to validate any tax-related identification information Client provide to it, Alacriti may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. Upon Alacriti's reasonable request, Client will provide Alacriti with information regarding Client's tax affairs. Alacriti may send documents to Client and tax authorities for Transactions processed using the Services. Specifically, pursuant to Applicable Law (including the Internal Revenue Code), Alacriti may be required to file periodic informational returns with taxing authorities in relation to Client's use of the Services. 4. Client's Responsibilities. (a) In addition to Client's obligations set forth elsewhere in this Agreement, Client shall, throughout the Term: (i) actively promote the Services to its Customers; (ii) maintain a direct contractual relationship with each of its Customers that uses the Services, which contractual relationship is at least as protective of Alacriti and the Services as this Agreement; (iii) be solely responsible to (A) enable Customers to receive the Services through Alacriti's platform; (B) identify and obtain from Customers all authorizations and consents related to use of the Services; (C) identify and provide to Customers all notices related to use of the Services, that are required either contractually or by Applicable Law; (D)verify Customer identification; (E) comply with all contractual and other obligations of Client owed to Customers; (F) determine, and comply with, all Applicable Law relating to whether and how the Services may be used by Client; and (G) determine, and ensure that Customers comply with, all Applicable Law relating to whether and how the Services may be used by Customers; (iv) be solely responsible to ensure the accuracy and completeness of all data, including ACH instructions (with respect to settlement to Client's accounting process), and other information, instructions, and representations supplied by Client to Alacriti in connection with this Agreement; (v) abide by the Gateway Rules and Guidelines. "Gateway Rules and Guidelines" means the terms and conditions posted at https://www.alacriti.com/legal/gwrules (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference; and (vi) not conduct business in any of the prohibited categories set forth on the Prohibited Categories List. "Prohibited Categories List" means the list posted at https://www.alacriti.com/legal/prohibited (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference. (b) Client represents and warrants to Alacriti that all information it provides to Alacriti in connection with the Services, including that contained in the authorization form of the Settlement Terms, is accurate and complete, and Client will provide Alacriti with timely written notice of any changes to such information. In order for Client to use the Services to process Transactions via Payment Cards, Client must execute an acknowledgement of the processing instructions and guidelines required by Alacriti's payment processor, in the form provided by the payment processor ("Processor Agreement"), and also comply with the Merchant Processing Services Terms and Conditions. "Merchant Processing Services Terms and Conditions" means the terms and conditions posted at https://www.alacriti.com/legal/merchant-terms (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference. Client agrees that Alacriti is an intended third-party beneficiary of the Processor Agreement and entitled to all of its benefits. (c) In addition to the foregoing, where Client uses the Services to receive or collect payments on behalf of a merchant(e.g., Client provides management services for a group of utility companies) (collectively, "Payee(s)"), Client represents and warrants to Alacriti that Client has all requisite power, authorization, and authority (including, having been appointed as an attorney in fact by its Payee)to, among other things, and hereby does (i) appoint Alacriti as the Payee's agent for the limited purpose of receiving, collecting, facilitating, and/or transmitting payments on behalf of each Payee from Customers making Payments to the Payee; and (ii) agree, on behalf of each Payee, that receipt of funds from Payee's customers by Alacriti on Payee's behalf in connection with Services transactions (a)will be deemed receipt of funds from Payee's customers by the Payee and (b)will satisfy a Payee's customer's obligations to the Payee in the amount of the applicable payment by the Payee's customer. Where the provisions of this section apply, references in this Agreement to Client acknowledgements, representations, warranties, authorizations or consents will be on behalf of Client and Payees. 5. Refund and Adjustment Policies and Procedures; Privacy Policies Alacriti reserves the right to refuse to process any Transaction made subject to a refund policy of which Alacriti has not been notified in advance. Client's refund policy must comply with the Refund Policy. "Refund Policy" means the terms and conditions posted at https://www.alacriti.com/legal/refund-policy (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference. In consideration of the Services provided and used hereunder, Client will ensure that it delivers its products and services to Customers, and will ensure that its Customers deliver their products and services to their end users, in accordance with applicable privacy laws, rules, and regulations, including industry self-regulations and the General Data Protection Regulation (if applicable) ("Privacy Laws"). Client will have and ensure that each of its owned, operated, or controlled websites (and will ensure that each of its Customers' owned, operated, or controlled websites) contains an easily accessible and conspicuously noticeable privacy policy that(a) complies with all applicable Privacy Laws governing notice to end users, (b) discloses usage of third-party technology to collect and use data in connection with the Services; and (c) consistent with industry standards, provides end users access to a user choice mechanism. Client represents and warrants to Alacriti that Client will obtain all consents necessary from its Customers, and its Customers will obtain all consents necessary from their end users, for Alacriti to process their data and information in the course of performing Services. 6. Fraud and Risk Reviews; Audit. (a) In order for Alacriti to comply with anti-terrorism, financial services, and other applicable laws and regulations, Know Your Customer("KYC"), and requirements imposed by NACHA or the Payment Brands, Client must provide Alacriti with information about itself, its shareholders, its activities, and its products and services. Client warrants to Alacriti that all information it provides Alacriti is true, correct and up to date, and Client acknowledges that Alacriti is relying upon such information in establishing this Agreement and in providing the Services. Client authorizes Alacriti to verify the information provided by Client. Alacriti may use this information to perform customer due diligence, identity verification, and various underwriting, fraud and risk reviews. Client acknowledges that Alacriti will continuously monitor Client's use of the Services for the purpose of identifying suspicious activity, to prevent, detect and deter fraud and money laundering, and to protect the integrity of its systems and business. Client further acknowledges that as a result of such monitoring Alacriti may require additional due diligence (including information on the Client's products and services, Client financial statements, and additional information on Customers)with respect to Client to ensure Client continues to be eligible for the Services. Alacriti may suspend or terminate the Services immediately and may withhold or refund any corresponding payments In the event that: (i) Client becomes ineligible for the Services, (ii)Alacriti reasonably suspects Client has violated Applicable Law, or(iii) Client does not furnish the requested information in a timely manner. (b) Client further authorizes Alacriti (or its affiliate or agent) to from time to time request a consumer report on Client from a consumer reporting agency. In accordance with the U.S. Fair Credit Reporting Act, such consumer report(s)will be used to review Client's account to determine whether Client continues to meet the terms and conditions related to the Services. Alacriti reserves the right to terminate, suspend, or limit access to the Services based upon Alacriti's review of such consumer report(s), and/or in the event Alacriti is unable to obtain or verify any of Client's information. In the event that Client's access to the Services are so terminated, suspended, or limited based upon information contained in a consumer report, Alacriti will notify Client in accordance with Applicable Law. (c) Client will maintain Transaction Data and books and records relating to its compliance with this Agreement and Applicable Law ("Records"), during the Term and for a period of six (6)years after. Client agrees to allow Alacriti (or Alacriti's designee) reasonable access to Client's facilities and Records, and will use commercially reasonable efforts to obtain for Alacriti the right of access for such Records which are not in Client's possession, as the case may be, as is reasonably necessary for Alacriti to audit Client's compliance with Applicable Law and this Agreement. Except where Alacriti or its designee discovered a deficiency or violation during an immediately preceding audit or have a reasonable and good faith belief of a material change to Client's business or operations, Alacriti may not perform an audit of Client more than once in any calendar year. If any audit results in a conclusion that Client is not in compliance with Applicable Law or this Agreement, or results in the identification of any control deficiency or other error or deficiency that could reasonably be expected to have an adverse impact on the Services then Client shall take immediate steps consistent with reasonable commercial practices to correct the noncompliance, error or deficiency. 7. Term. Unless terminated earlier as permitted herein: (a)this Agreement is effective as of the Effective Date and continues for an initial term of three (3)years from the earlier of the six-month anniversary of the Effective Date or the date that Client first uses the Services in a production environment ("Initial Term"); and (b) thereafter, this Agreement automatically renews for successive two (2)year periods unless written notice of non-renewal is given by one party to the other party not less than one hundred eighty (180) days prior to the expiration of the term then in effect. The Initial Term and any renewal terms hereinafter collectively referred to as the "Term." This Agreement will continue to govern all Orders that are in effect when the Agreement expires. 8. Termination; Modification; Suspension. (a) Either party may terminate this Agreement or an Order for cause on written notice to the other in the event of a material breach of this Agreement or the Order(as applicable) by the other party, which remains uncured thirty (30) days after notice thereof by the non-breaching party. The notice of termination shall detail the reason for such termination. Notwithstanding the foregoing or anything to the contrary otherwise contained in this Agreement, Alacriti may terminate this Agreement upon five (5) days prior written notice if Client has failed to pay any amount due Alacriti within the time periods set forth in this Agreement or failed to maintain the Minimum Balance as required by the Settlement Terms. Termination of this Agreement will also terminate all then-currently outstanding Orders. (b) Notwithstanding any term or provisions of this Agreement to the contrary, either party may terminate this Agreement, upon thirty (30) days'written notice after the occurrence of any of the following: (i)the commencement of proceedings in bankruptcy, or for reorganization of the other party, or for the readjustment of any of the debts of the other party under the applicable Bankruptcy Code, as amended, or any part thereof, or under any other laws, for the relief of debtors, now or hereafter existing, by either party or against either party, which is not dismissed within thirty (30) days; (ii)the appointment of a receiver, trustee or custodian of the other party, or for any substantial assets of the other party, or the institution of proceedings for the dissolution or the full or partial liquidation of the other party, which is not dismissed within thirty (30) days; or(iii)the other party ceasing to conduct its business in the ordinary course. (c)Alacriti may terminate this Agreement immediately upon written notice if(i) the processes by which Alacriti provides the Services are deemed or could reasonably be deemed to violate or be in violation of any Applicable Law; (ii) it reasonably appears to Alacriti that the Services are being used by Client or Customers for inappropriate, illegal, or improper purposes or that to continue to provide the Services to Client or Customers would present an unacceptable business risk to Alacriti; (iii) if information supplied by Client is false, inaccurate or incomplete; (iv) Client or any person owning or controlling Client's business is or becomes listed in the MATCH file (Member Alert to Control High- Risk Merchants) maintained by Visa and MasterCard; (v) any Payment Brand notifies Alacriti that it is no longer willing to accept Client's Transaction Data; (vi)there exists any circumstances that create or could tend to create harm or loss to the goodwill to any Payment Brand or Alacriti; or(vii) Alacriti deems Client to be financially insecure. (d)When Alacriti reasonably determines that it is necessary to protect the integrity of the Services or its operations, to avoid harm to others, or for any other bona-fide reason, Alacriti may, without notice or liability: (i) change, suspend or discontinue the Services, and/or(ii)to impose limits on features or restrict access to any of the Services. In addition, Alacriti may from time to time without prior notice modify any of the Services. Alacriti will use commercially reasonable efforts to give Client notice of any such modification that would significantly adversely affect Client's use of the Services. (e) On termination or expiration of this Agreement, all licenses granted under it end and each party shall promptly return or destroy all of the other party's Confidential Information in its possession or control. Termination does not affect either party's respective rights and obligations under this Agreement as to Transaction Data submitted before termination or expiration. If Client submits Transaction Data to Alacriti after the date of termination or expiration, Alacriti may, at its sole discretion and without waiving any of its rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement. Upon notice of termination of this Agreement, Alacriti may estimate the aggregate dollar amount of Chargebacks and other obligations, liabilities and expenses that Alacriti reasonably anticipates subsequent to termination, and Client agrees to immediately deposit such amount in Client's Settlement Account or as otherwise directed by Alacriti, or Alacriti may withhold such amount from Client's settlement funds in order to establish a Reserve Account pursuant to and governed by the terms and conditions of this Agreement. Sections 2(b), 2(c), 2(f), 2(g), 3, 6, 8(e), 10, 11, 12, 13 (for a period of three (3)years), and 14 survive termination or expiration of this Agreement. 9. Warranties. (a) Each party represents and warrants to the other party that: (i)such party will comply, and will cause its employees and agents to comply with all Applicable Law; (ii) such party is an entity, duly organized, validly existing and in good standing under the laws of the state of its organization; (iii) such party has all necessary power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement; (iv)this Agreement has been duly executed and delivered by such party and constitutes the valid and binding obligations of such party, enforceable in accordance with its terms; (v) there is no action, suit or proceeding pending or to such party's knowledge threatened which, if decided adversely, would impair such party's ability to carry on its business substantially as now conducted or which would adversely affect such party's financial condition or operations. (b) Client represents and warrants to Alacriti that: (i) each Client settlement account into which a credit Transaction is paid through the Services is a business account in accordance with NACHA Rules; (ii) Client has not relied upon Alacriti for advice regarding compliance with Applicable Law; and (iii) Client will independently verify Client's and its Customers' compliance with Applicable Law. (c)Alacriti represents and warrants to Client that the Services and Software will comply with the description set forth in the applicable Order and Applicable Law. (d) EXCEPT FOR THE FOREGOING WARRANTY, ALACRITI SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND SOFTWARE, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SUITABILITY, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ALACRITI DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE ERROR-FREE, VIRUS-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT CLIENT RECEIVES FROM ALACRITI OR ANYWHERE ELSE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. 10. Exclusion of Certain Damages. UNDER NO CIRCUMSTANCES WILL ALACRITI BE LIABLE TO CLIENT, A CUSTOMER, OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, EVEN IF ALACRITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY THE PAYMENT BRANDS RELATED TO CLIENT'S ACCEPTANCE OF PAYMENT INSTRUMENTS SHALL BE DEEMED TO BE CONSEQUENTIAL DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND ALACRITI HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO CLIENT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. 11. Limitation of Liability. (a)ALACRITI'S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND ITS SUBJECT MATTER FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AGGREGATE FEES PAID BY CLIENT TO ALACRITI UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. (b)Alacriti shall not be responsible for the acts or omissions of the Client or Customer or any other person or entity, including any clearing house association or processor, any funds transfer system, the Federal Reserve Bank, any other financial institution or any supplier, and no such person or entity will be deemed Alacriti's agent. (c)Alacriti is not responsible for detecting any errors in the remittance information or any other information received from Client or any Customer. (d) Client understands and agrees that any form of Customer documentation or disclosures provided to Client by Alacriti in connection with the Services are provided by Alacriti solely as a courtesy and Alacriti makes no representation or warranty regarding the sufficiency or accuracy of such documentation or disclosures, including whether or not such documentation or disclosures comply with Applicable Law. 12. Indemnity. Client shall indemnify and defend Alacriti, its affiliates, and its and their officers, directors, employees, and agents from and against any and all third-party claims, demands, or actions against any of the foregoing arising from: (a) Client's breach of this Agreement, Processor Agreement, or Applicable Law; (b) claims by Customers relating to the Services unless and except to the extent caused by Alacriti's gross negligence; (c) information, instructions or data provided by Client or any Customer or potential Customer to Alacriti; (d) claims by Client's third-party service providers, including gateways, systems, banks, issuers, and card processors, other than claims related to Alacriti's gross negligence or willful misconduct; (e) Client failure to comply with all Alacriti guidelines, directives, policies, practices, rules and procedures made available to Client or Customer; or(f) chargebacks and other processing losses, including any returned Transactions, such as those caused by Client's or Customer's error or incorrect information supplied by Client or Customer, insufficient funds in Client's or Customer's account, a closed Customer account, and/or failure timely to notify Alacriti of changes in Client's or Customer's account (collectively, (a)through (f) "Claims"). In addition, Client shall indemnify and hold harmless Alacriti, its affiliates, and its and their officers, directors, employees, and agents from and against all liabilities, losses, fines, costs, expenses (including reasonable attorneys' fees), damages, awards, settlements, and penalties relating to those Claims. 13. Confidentiality. (a)A party's "Confidential Information" is all information regarding that party's business which has been marked as or is otherwise communicated as being "proprietary" or"confidential" or which reasonably should be known by the receiving party to be proprietary or confidential information. The receiving party will not use or reproduce the disclosing party's Confidential Information other than as necessary for the performance of its obligations or exercise of its rights under this Agreement, and will disclose the disclosing party's Confidential Information only to those of its employees, contractors, and agents who have a need to know such Confidential Information for the receiving party to perform its obligations or exercise its rights under this Agreement. The receiving party will protect the disclosing party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving party protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care. (b)The receiving party's obligations with respect to any of the disclosing party's Confidential Information will terminate to the extent such information: (i)was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (ii) is disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is at the time of receipt, or through no fault of the receiving party has become, generally available to the public; or(iv) is independently developed by the receiving party without access to, or use of, the disclosing party's Confidential Information. In addition, the receiving party is allowed to disclose the disclosing party's Confidential Information to the extent that such disclosure is approved in writing by the disclosing party, necessary for the receiving party to enforce its rights under this Agreement, or required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party notifies the disclosing party of such required disclosure promptly (unless prohibited by law) and cooperates with the disclosing party, at the disclosing party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure (c)The parties each shall independently ensure that it and its employees, subsidiaries, affiliates, agents and sub-contractors shall observe the provisions of applicable privacy laws and comply with any reasonable request made by the other arising from the requirements of such laws or any applicable statute, law or regulation relating to protection of personal data in any jurisdiction. (d) If either party becomes aware of any disclosure or use of the other party's Confidential Information in violation of this section, it shall promptly notify the other party in writing and take all reasonable steps necessary to recover the disclosed information and to prevent its subsequent unauthorized use or dissemination. 14. Miscellaneous. (a) Neither party shall make any public announcement or disclosure relating to the other party, the terms of this Agreement or its performance hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, Alacriti may include Client in Alacriti's customer lists appearing on Alacriti's website and in other marketing material. (b)As used in this Agreement, "including" or"includes" means "includes or including (as applicable), but not limited to. (c)This Agreement is governed by and construed in accordance with the laws of State of New Jersey, without giving effect to its conflicts of law principles. The parties agree that the exclusive jurisdiction and venue of any litigation arising out of or relating to this Agreement is the district court within and for Middlesex County, New Jersey, or if jurisdictional requirements are otherwise met, the United States District Court for the District of New Jersey. Each of the parties hereby waives a jury trial and the defense of an inconvenient forum. (d)This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to such subject matter. (e)This Agreement and the rights and obligations expressed in this Agreement shall not be abrogated, prejudiced or affected by the granting of time, credit or any indulgence or concession by either party to the other party or to any other person or by the exercise by either party of any of its rights hereunder or by any compromise, release, abandonment, waiver, variation, relinquishment or renewal of any rights of either party. Neither party will be deemed to have waived any of its rights, powers or remedies under this Agreement unless the waiving party approves such waiver in writing. No changes to this Agreement will be binding upon the parties unless made in writing and signed by an authorized representative of each party. (f) If any provision hereof is for any reason determined to be invalid, such provision will be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed, and such invalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect. (g)This Agreement is made solely and specifically between and for the benefit of the parties, and their respective successors and permitted assigns, and no person shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. (h) In any action to enforce the terms of this Agreement or to collect damages for its breach, the prevailing party is entitled to its reasonable attorneys' fees and all costs and expenses of enforcement through arbitration, appellate and post-award proceedings. (i)Any notices or other communications required or permitted by this Agreement must be in writing and will be delivered either by personal delivery or by nationally recognized overnight courier service, to the attention of"General Counsel" at the address for such party first set forth above, or to such other address as either party shall have designated to the other by written notice given pursuant to the terms hereof. Notices will be deemed given: two business days after deposit with overnight courier, if sent by overnight courier; upon delivery, if hand delivered; and upon the date of attempted delivery, where delivery is refused. Q) Neither this Agreement nor any of the rights or obligations under it may be assigned, delegated, sub-licensed or transferred (by operation of law or otherwise) by either party without the prior consent of the other party, which consent shall not be unreasonably withheld, except that Alacriti may, at its sole discretion, assign its rights or delegate or subcontract performance of its obligations under this Agreement to (i) any subsidiary, affiliate or parent entity; and (ii) any purchaser or transferee of substantially all of Alacriti's stock or assets and liabilities. This Agreement shall inure to the benefit of, and be binding upon, Alacriti and Client and their respective successors and permitted assigns (k) Nothing in this Agreement is intended, or will be construed, to constitute or establish a joint venture, partnership or fiduciary relationship between the parties, and no party shall have the right or authority to act for or on behalf of any other party, except as otherwise expressly provided herein. Each party is acting as an independent contractor in the performance of its obligations under this Agreement. (I) This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which shall constitute one and the same document. (m) Each party, at its expense, keep in full force and effect insurance policies in such amounts as are reasonably appropriate for purposes of this Agreement, but in no event less than a commercial general liability policy of less than $1 million per occurrence. (n)Alacriti may modify this Agreement from time-to-time by posting an updated version to this URL. Your continued use of the Services after the thirty-day anniversary of such posting constitutes your acceptance of such update. (o) Neither party will be liable for failure to fulfill its obligations under this Agreement if such failure is due to any cause or condition beyond such party's reasonable control, including natural disaster, acts of God, strikes, fire, floods, war, riots, electrical power failure, communications failure, and decrees of government bodies. This clause does not affect or excuse Client's liabilities and obligations in this Agreement for any payment of fees, Chargebacks, refunds or unfulfilled goods or services. Amendment — Exhibit B — Signed Alacriti Order Form DocuSign Envelope ID:334BE48C-2846-484B-AA99-093DF3233017 Alacriti OrbiPay EBPP Order Form This Alacriti OrbiPay Order Form governs Alacriti's electronic bill presentment and payment service known as OrbiPay EBPP ("Services"). Your use of the Services is subject to this document, as well as the Alacriti Master Services Agreement located at liLtl)://www.alacriti.conV[eLal/master-terms ("MSA"). This agreement is between Alacriti Payments LLC("Alacriti,""we,"or"us")and the legal entity identified in the signature block below("Client," or "you" or "your"), and is effective as of the date of the later signature in the signature block below (the "Order Effective Date"). Capitalized terms will have the meaning specified in the Alacriti Master Services Agreement. • Services Description. OrbiPay EBPP is a flexible,cloud-based electronic bill presentment and payment solution.The Services support the following key features: Payment Channels • Mobile/Web—OrbiPay's self-service Customer Portal is accessible from devices such as personal computers,tablets,and mobile phones. Payment Methods • Credit and debit cards (Card brands:Visa,Mastercard,Discover,and American Express) • Bank accounts(ACH) Payment Options • One-time payments Payment Center:Enables your customer service staff to access profiles,view payment history,schedule and manage payments on behalf of customers,view reports,and perform other day-to-day customer service tasks. Reporting: Gives visibility into your customers'billing history and payment behavior.Access reports including payments processed,returned payments,and fee/settlement,all downloadable in one or more file formats. Hosted Payment Form: OrbiPay's secure hosted payment form lets you accept payments directly from your website or app by embedding a ready-made UI. Developer API:Developer API provides options to integrate your customer-facing channels and applications with the OrbiPay platform.OrbiPay EBPP API integration options include Web Redirect,SSO,REST,and Web Services. Security and Compliance:OrbiPay meets the PCI DSS and HIPAA/HiTech security and compliance standards. • Services Fees. Transaction Processing Fees(Client pays these fees) Fee Description Fee ACH Transaction Processing' • ACH Returns $3.00/Return i Card Transaction Processing' • Card Chargebacks $15.00/Chargeback Includes all ACH processing costs. 2 Includes Merchant processing costs. (a) Convenience Fees. For each Transaction processed through the Services on behalf of a Customer,Alacriti may charge a convenience fee or service fee("Convenience Fee")and certain related charges to Client(for refund)or the Customer(for payment)which requests such Transaction or on whose behalf such Transaction is requested. For the purpose of calculating Convenience Fees, each debit of a Customer's account and each submission of an ACH debit, credit card transaction, or debit card transaction will be considered a Transaction, whether or not such 042318 1 DocuSign Envelope ID:334BE48C-2B46-484B-AA99-093DF3233017 Transaction is later reversed or charged back. Convenience Fees are payable at the time a Transaction is requested and Alacriti shall not be responsible to process any Transaction in connection with which an associated Convenience Fee or related charges are declined or otherwise fail to be paid. Alacriti and Client may from time to time mutually agree in writing to revise the amount that will be charged as a Convenience Fee. If a revised Convenience Fee is agreed in writing,such agreement shall be deemed an amendment to this Order and,where Convenience Fees are the responsibility of Customers, Client shall be responsible for providing Customers all disclosures and notices with respect to the revised Convenience Fee as may be required pursuant to Applicable Law or otherwise. Alacriti will charge the following Convenience Fee for processing transactions ■ $0.85 for ACH Transactions • 2.65%for Card Transactions 3. Order Duration. Unless terminated earlier as permitted in the Agreement:(a)this Order is effective as of the Order Effective Date and continues for an initial term of three(3)years from the earlier of the six-month anniversary of the Order Effective Date or the date that Client first uses the Services in a production environment; and (b) thereafter, this Order automatically renews for successive two(2)year periods unless written notice of non-renewal is given by one party to the other party not less than one hundred eighty(180)days prior to the expiration of the term then in effect. 4. MSA Amendments. (a) Section 2(g)of the MSA is deleted and replaced with: "(g)Each party acknowledges that the other party is entitled to injunctive relief for any breach or threatened breach of this section,without the necessity of the non-breaching party showing actual money damages or posting a bond.Such injunctive relief shall not preclude the non-breaching party from pursuing any other remedies available to it,including the recovery for damages sustained it is able to prove or for the cost of the action,including reasonable attorneys' fees." (b) The following is added to the end of Section 9(c)of the MSA: "Alacriti represents and warrants that its provision of Services to Client will not infringe or misappropriate the intellectual property of a third party,excluding: (a)modification of the Services by anyone other than Alacriti or its service providers; (b) use of the Services in breach of the Agreement; (c) use of the Services in combination with other software, hardware, systems, or services not provided by Alacriti;or(d)Alacriti's compliance with Client's specifications(if any)." (c) Section 10 of the MSA is deleted and replaced with: "EXCLUDING INDEMNIFIED CLAIMS,UNDER NO CIRCUMSTANCES WILL ALACRITI BE LIABLE TO CLIENT, A CUSTOMER, OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE. ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY THE PAYMENT BRANDS RELATED TO CLIENT'S ACCEPTANCE OF PAYMENT INSTRUMENTS—THAT ARE NOT THE RESULT OF ALACRITI'S NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL BE DEEMED TO BE CONSEQUENTIAL DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND ALACRITI, UNLESS ANOTHER PROVISION OF THIS AGREEMENT PROVIDES OTHERWISE, HEREBY DISCLAIMS ANY AND ALL WARRANTIES,EXPRESS.OR IMPLIED,MADE TO CLIENT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE 042318 2 DocuSign Envelope ID:334BE48C-2B46-484B-AA99-093DF3233017 (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES." (d) Section I I(a)of the MSA is deleted and replaced with: "(a) EXCEPT FOR CLIENT'S: OBLIGATION TO PAY FEES, BREACH OF SECTION 2(C), AND OBLIGATIONS IN SECTION 12, EACH PARTY'S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND ITS SUBJECT MATTER FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION,WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY,SHALL NOT EXCEED$1,000,000." (e) Section 12 of the MSA is deleted and replaced with: "Each party shall indemnify, defend, and hold harmless the other party, its affiliates, and its and their officers, directors, employees, and agents from and against any and all third-party claims, demands,suits,actions,and related losses,damages,fines,penalties,or costs of any kind,including injuries to persons or damages to property, where such third-party claim, demand, suit, or action arises out of or relates to:(a)any negligent acts,errors,or omissions,or any intentional misconduct, or violation of Applicable Law,of the indemnifying party and its contractors, agents, employees, and representatives in performing its obligations under this Agreement,or(b)in the case of Alacriti as the indemnifying party,any breach of the Master Services Agreement by Alacriti,(c)in the case of the Client as the indemnifying party,(i)Client's breach of the Processor Agreement, (ii)claims by Customers relating to the Services unless and except to the extent caused by Alacriti's breach of this Agreement or negligence; (iii) information, instructions or data provided by Client or any Customer or potential Customer to Alacriti; (iv) claims by Client's third-party service providers, including gateways, systems, banks, issuers, and card processors, other than claims related to Alacriti's negligence or willful misconduct; or (v) chargebacks and other processing losses, including any returned Transactions, such as those caused by Client's or Customer's error or incorrect information supplied by Client or Customer,insufficient funds in Client's or Customer's account,a closed Customer account,and/or failure timely to notify Alacriti of changes in Client's or Customer's account. Each party acknowledges that the indemnifying party will be given complete authority for the defense or settlement of claims indemnified hereunder, on the understanding that, in all events,the indemnified party will have the right(at its own expense)to participate in such defense or compromise through counsel of its choosing. Each party acknowledges that the indemnifying party will be given complete authority for the defense or settlement of claims indemnified hereunder,on the understanding that,in all events,the indemnified party will have the right(at its own expense)to participate in such defense or compromise through counsel of its choosing. An indemnifying party's obligations to provide an indemnity hereunder will be conditional upon (a) the indemnified party notifying the indemnifying party as soon as reasonably practicable after receiving notice of a claim(except that the indemnified parry's failure to do so excuses the indemnifying party from performing its obligations only to the extent that the indemnifying party was materially prejudiced by that failure), (b)the indemnified party providing such information and assistance as reasonably requested by the indemnifying party, at the indemnifying parry's expense,and(c)the indemnified party not compromising or settling the claim without the indemnifying party's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The indemnifying party may settle any claim for which indemnification is sought under this Agreement; provided, however, to the extent that such settlement admits fault or wrongdoing by the indemnified party or requires the indemnified party to take any action or pay losses that are not subject to indemnification under this section, then the indemnifying party may not settle such claim without the indemnified parry's prior written consent, which will not be unreasonably withheld,conditioned or delayed. The remedies provided in Section 12 are the sole and exclusive remedies for any claims described in Section 12." 042318 3 DocuSign Envelope ID:334BE48C-2B46-484B-AA99-093DF3233017 (f) The following is added to Section 13 of the MSA as clause 13(e): "(e) A party will not be in violation of this Section 13 for a disclosure that is required by the Washington Public Records Act,Ch.42.56 RCW,provided that such party affords the other party the protections that are permitted by the Act(e.g.,notice and the opportunity to seek a protective order)and otherwise complies with the requirements of the Act in making such disclosure." (g) Section 14(c)is deleted and replaced with: "(c) This Agreement is governed by and construed in accordance with the laws of State of Washington, without giving effect to its conflicts of law principles. The parties agree that the exclusive jurisdiction and venue of any litigation arising out of or relating to this Agreement is the district court within and for King County, Washington, or if jurisdictional requirements are otherwise met,the United States District Court for the Western District of Washington. Each of the parties hereby waives a jury trial and the defense of an inconvenient forum." (h) Section 14(h)is deleted from the MSA. (i) The following is added to the end of Section 14(n): "For clarity,Client is not obligated to provide with such update until thirty(30)days after Client's receipt of notice thereof (which Alacriti will provide via email to L.smith u7Kcntwa.g0v FinanccO,kentwa.go►+ and CustomerService&cntwa.gov). Client may terminate the Agreement on written notice to Alacriti at any time during such 30-day period." IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. Alacriti Payments LLC 0 t,WA ❑oeuftned by: By Deepak Ramrakhyani Name: Name: Title: SUP Title: - Date: 7/8/2019 Date: 042318 4 Amendment — Exhibit C Alacriti Subscription Agreement 03alls2021 EXHIBIT C SUBSCRIPTION AGREEMENT Last updated: March 11, 2021 The Alacriti Master Services Agreement is now the Orbipay Subscription Agreement.Alacriti expanded the suite of subscription-based products and services that it offers under the Orbipay brand.To streamline the process via which Alacriti licenses such products and services,Alacriti has replaced the Alacriti Master Services Agreement with the Orbipay Subscription Agreement. Orders that were previously subject to the Alacriti Master Services Agreement are now subject to the Orbipay Subscription Agreement. This Orbipay Subscription Agreement (together with any Orders,the "Agreement"), is by and between Alacriti Payments LLC ("Alacriti," "we," or"us") and the legal entity identified in the signature block of an Order or that otherwise accepts an Order ("Client," or"you"), and is effective as of the date of acceptance of that Order(the "Effective Date"). Alacriti and Client are each referred to individually as a "party" and collectively as the "parties." Alacriti provides certain subscription-based digital payment and money movement services, related data, technology and analytics services, configuration and implementation services, and other business services, including those services more expressly set forth in an order form that is signed or otherwise accepted by both parties (or, in the case of Alacriti, by an authorized reseller on Alacriti's behalf), and references this Agreement (such order forms are "Orders," and such services are collectively"Subscription Services"). Client desires to use the Subscription Services pursuant to the terms and conditions of this Agreement. This Agreement is a legal and binding agreement between Alacriti and you.This Agreement describes the terms and conditions that apply to your use of the Subscription Services. If you do not understand or agree with any of the terms of this Agreement, do not access or use the Subscription Services. In consideration of the mutual promises contained herein, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. Unless otherwise expressly set forth herein,the capitalized terms used in this Agreement have the meanings set forth in this section. (a) "Applicable Law" means, with respect to a party, all federal, state, local, administrative laws, rules, regulations and interpretations, in either case as applicable to that party's provision or receipt of Subscription Services. (b) "Subscription-Specific Terms" means the terms and conditions posted at http://www.alacriti.com/legal/subscription-specific-terms (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference. 2.The Subscription Services and Intellectual Property. (a) Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to use the Subscription Services. Subject to the terms and conditions of this Agreement and the applicable Order, including any fees required to be paid by Client to Alacriti: (i)Alacriti 1 will make the Subscription Services available to Client and Clients' customers ("Customers") during the term of the applicable Order; and (ii) to the extent Client is required to download or integrate any software which is proprietary to Alacriti (the "Software")for use in connection with the Subscription Services (the "Permitted Purpose"),Alacriti grants to Client a limited non-exclusive, non-assignable, non-transferable, non-sublicensable license to access and use the Software, during the term of the applicable Order, solely for the Permitted Purpose.Alacriti retains ownership of the Subscription Services and Software, all improvements and enhancements thereto, and all intellectual property therein. Client and its Customers receive no rights or licenses to the Subscription Services or Software except for those set forth in this paragraph.All rights not expressly granted to a party hereunder are reserved. Client is responsible for and will be liable to Alacriti pursuant to this Agreement for the actions and/or omissions of its Customers, as if they were Client's own. (b)Alacriti may use all comments, suggestions, or other feedback relating to the Subscription Services or Software (collectively, "Feedback")that are provided by Client, without restriction. Client irrevocably assigns to Alacriti all right,title, and interest in and to the Feedback and agrees to provide Alacriti any assistance it requires to document, perfect, and maintain its rights in the Feedback, at Alacriti's expense. (c) Client shall not (and shall not authorize or permit its employees, agents, independent contractors, Customers, or any other person or entity to): (i) modify or create derivative works of the Subscription Services or Software; (ii) distribute, re-sell, or sublicense the Subscription Services or Software; (iii) decompile, disassemble, or reverse-engineer any portion of the Subscription Services or Software, or otherwise attempt to derive their source code or protocols; (iv) use the Subscription Services or Software as part of a time-sharing or service bureau arrangement; or(v) remove, modify, or obscure any proprietary notices included on the Subscription Services or Software. (d) Subject to Alacriti's rights as described in the Orbipay Privacy Policy posted at http://www.alacriti.com/legal/orbipay-privacy-policy, Client retains ownership of all materials it and its Customers furnish to Alacriti in connection with this Agreement ("Client Materials"). Client warrants to Alacriti that it has obtained all right, consent, and authority necessary for Alacriti to use the Client Materials as set forth in such privacy policy. Client grants Alacriti and its service providers a worldwide, royalty-free, non-exclusive, non-transferable (except as part of a permitted transfer of this Agreement) perpetual and irrevocable license to use, copy, creative derivative works of, and otherwise exploit the Client Materials as set forth in such privacy policy. (e) Client acknowledges that Alacriti is entitled to injunctive relief for any breach or threatened breach of this section, without the necessity of Alacriti showing actual money damages or posting a bond. Such injunctive relief shall not preclude Alacriti from pursuing any other remedies available to it, including the recovery for damages sustained it is able to prove or for the cost of the action, including reasonable attorneys' fees. 3. Client Fees;Taxes. (a) Client shall pay Alacriti the fees and charges set forth in the applicable Order("Fees"). All Fees and other fees payable under this Agreement to Alacriti or a third party that contain a fraction of a cent will be rounded up to the next full cent. Except as otherwise set forth in the applicable Order, Alacriti shall invoice Client for Fees annually in advance, and all invoices are due and payable by Client not later than thirty (30) days after the date of the invoice.An invoice is deemed correct unless Client otherwise notifies Alacriti in writing within fifteen (15) days of the invoice date, specifying the nature of the disagreement. Client shall maintain an active business bank account ("Account") and ensure such Account has,throughout the Term, sufficient cleared funds to meet its obligations under this Agreement. Client irrevocably authorizes Alacriti to debit and/or credit the Account via ACH to settle any and all fees and other amounts due to Alacriti under this Agreement. All amounts due to 2 Alacriti under this Agreement must be paid without set-off or deduction. Any Fees not collected from Client by Alacriti when debiting the Account or otherwise past due shall bear interest at one and a half percentage (1.5%) point per month but in no event more than the highest rate permitted by law. (b) Client is obligated to pay all taxes,fees and other charges imposed by any governmental authority ("Taxes"), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Subscription Services. If Client is tax-exempt, it will provide Alacriti with an appropriate certificate or other evidence of tax exemption that is satisfactory to Alacriti.The Fees are exclusive of any applicable Taxes. Client has sole responsibility and liability for: (i) determining what, if any,Taxes apply to the sale of its products and services, acceptance of donations, or payments it receives in connection with the Subscription Services; and (ii) assessing, collecting, reporting, and remitting Taxes for Client's business to the appropriate tax and revenue authorities. If Alacriti is required to withhold any Taxes, or it is unable to validate any tax-related identification information Client provide to it,Alacriti may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. Upon Alacriti's reasonable request, Client will provide Alacriti with information regarding Client's tax affairs. 4. Client's Responsibilities. (a) In addition to Client's obligations set forth elsewhere in this Agreement, Client shall, throughout the Term: (i) comply with the Subscription-Specific Terms; (ii) maintain a direct contractual relationship with each of its Customers that uses the Subscription Services, which contractual relationship is at least as protective of Alacriti and the Subscription Services as this Agreement; (ii) be solely responsible to (A) enable Customers to receive the Subscription Services through Alacriti's platform; (B) identify and obtain from Customers all authorizations and consents related to use of the Subscription Services; (C) identify and provide to Customers all notices related to use of the Subscription Services,that are required either contractually or by Applicable Law; (D)verify Customer identification; (E) comply with all contractual and other obligations of Client owed to Customers; (F) determine, and comply with, all Applicable Law relating to whether and how the Subscription Services may be used by Client; and (G) determine, and ensure that Customers comply with, all Applicable Law relating to whether and how the Subscription Services may be used by Customers; and (iii) be solely responsible to ensure the accuracy and completeness of all data, and other information, instructions, and representations supplied by Client to Alacriti in connection with this Agreement. (b) Client represents and warrants to Alacriti that all information it provides to Alacriti in connection with the Subscription Services is accurate and complete, and Client will provide Alacriti with timely written notice of any changes to such information. 5. Privacy Policies. Client will ensure that it delivers its products and services to Customers, in accordance with applicable privacy laws, rules, and regulations, including industry self-regulations and the General Data Protection Regulation (if applicable) ("Privacy Laws"). Alacriti will ensure that the Customer-facing portions of the Subscription Services contain a privacy policy that complies with all applicable Privacy Laws ("Orbipay Privacy Policy"). Client acknowledges and agrees that Alacriti may process data relating to a Customer's use of the Subscription Services, as set forth in the Orbipay Privacy Policy.To the extent that Client provides Alacriti with any information about Customers, Client shall obtain all consents necessary from such Customers to provide such information to Alacriti and for Alacriti to process such information as set forth in the Orbipay Privacy Policy. 6. Fraud and Risk Reviews;Audit. 3 (a) Client acknowledges that Alacriti will continuously monitor Client's use of the Subscription Services for the purpose of identifying suspicious activity,to prevent, detect and deter fraud and abuse of the Subscription Services, and to protect the integrity of its systems and business. Client further acknowledges that as a result of such monitoring Alacriti may require additional due diligence (including information on the Client's products and services, Client financial statements, and additional information on Customers)with respect to Client to ensure Client continues to be eligible for the Subscription Services. Alacriti may suspend or terminate the Subscription Services immediately and may withhold amounts owed to Client in the event that: (i) Client becomes ineligible for the Subscription Services, (ii)Alacriti reasonably suspects Client has violated Applicable Law, or(iii) Client does not furnish the requested information in a timely manner. (b) Client further authorizes Alacriti (or its affiliate or agent)to from time to time request a credit report on Client from a credit reporting agency. In accordance with the U.S. Fair Credit Reporting Act, such consumer report(s)will be used to review Client's account to determine whether Client continues to meet the terms and conditions related to the Subscription Services. Alacriti reserves the right to terminate, suspend, or limit access to the Subscription Services based upon Alacriti's review of such consumer report(s), and/or in the event Alacriti is unable to obtain or verify any of Client's information. In the event that Client's access to the Subscription Services are so terminated, suspended, or limited based upon information contained in a consumer report, Alacriti will notify Client in accordance with Applicable Law. 7.Term. Unless terminated earlier as permitted herein,this Agreement is effective as of the Effective Date and continues for so long as there as an Order in effect between the parties (the "Term"). 8.Termination; Modification;Suspension. (a) Either party may terminate this Agreement or an Order for cause on written notice to the other in the event of a material breach of this Agreement or the Order(as applicable) by the other party,which remains uncured thirty (30) days after notice thereof by the non-breaching party.The notice of termination shall detail the reason for such termination. Notwithstanding the foregoing or anything to the contrary otherwise contained in this Agreement,Alacriti may terminate this Agreement upon five (5) days prior written notice if Client has failed to pay any amount due to Alacriti within the time periods set forth in this Agreement.Termination of this Agreement will also terminate all then-currently outstanding Orders. (b) Notwithstanding any term or provisions of this Agreement to the contrary, either party may terminate this Agreement, upon thirty(30) days'written notice after the occurrence of any of the following: (i)the commencement of proceedings in bankruptcy, or for reorganization of the other party, or for the readjustment of any of the debts of the other party under the applicable Bankruptcy Code, as amended, or any part thereof, or under any other laws,for the relief of debtors, now or hereafter existing, by either party or against either party, which is not dismissed within thirty(30) days; (ii) the appointment of a receiver,trustee or custodian of the other party, or for any substantial assets of the other party, or the institution of proceedings for the dissolution or the full or partial liquidation of the other party,which is not dismissed within thirty(30) days; or (iii)the other party ceasing to conduct its business in the ordinary course. (c)Alacriti may terminate this Agreement immediately upon written notice if(i)the processes by which Alacriti provides the Subscription Services are deemed or could reasonably be deemed to violate or be in violation of any Applicable Law; (ii) it reasonably appears to Alacriti that the Subscription Services are being used by Client or Customers for inappropriate, illegal, or improper purposes or that to continue to provide the Subscription 4 Services to Client or Customers would present an unacceptable business risk to Alacriti; (iii) if information supplied by Client is false, inaccurate or incomplete; or(iv)Alacriti deems Client to be financially insecure. (d) When Alacriti reasonably determines that it is necessary to protect the integrity of the Subscription Services or its operations,to avoid harm to others,or for any other bona-fide reason,Alacriti may,without notice or liability: (i) change, suspend or discontinue the Subscription Services, and/or (ii)to impose limits on features or restrict access to any of the Subscription Services. In addition, Alacriti may from time to time without prior notice modify any of the Subscription Services. Alacriti will use commercially reasonable efforts to give Client notice of any such modification that would significantly adversely affect Client's use of the Subscription Services. (e) On termination or expiration of this Agreement, all licenses granted by Alacriti under it end and each party shall promptly return or destroy all of the other party's Confidential Information in its possession or control, except for copies residing in a party's electronic archives created in the ordinary course of business or as otherwise necessary to comply with Applicable Law. Sections 2(b), 2(c), 2(d), 2(f), 2(g), 3, 6, 8(e), 10, 11, 12, 13 (for a period of three (3)years), and 14 survive termination or expiration of this Agreement. 9.Warranties. (a) Each party represents and warrants to the other party that: (i) such party will comply, and will cause its employees and agents to comply with all Applicable Law; (ii) such party is an entity, duly organized,validly existing and in good standing under the laws of the state of its organization; (iii) such party has all necessary power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement; (iv)this Agreement has been duly executed and delivered by such party and constitutes the valid and binding obligations of such party, enforceable in accordance with its terms; (v)there is no action, suit or proceeding pending or to such party's knowledge threatened which, if decided adversely,would impair such party's ability to carry on its business substantially as now conducted or which would adversely affect such party's financial condition or operations. (b) Client represents and warrants to Alacriti that(i) Client has not relied upon Alacriti for advice regarding compliance with Applicable Law; and (ii) Client will independently verify Client's and its Customers' compliance with Applicable Law. (c)Alacriti represents and warrants to Client that the Subscription Services and Software will comply with the description set forth in the applicable Order and Applicable Law. (d) EXCEPT FOR THE FOREGOING WARRANTY,ALACRITI SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AND SOFTWARE, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, SUITABILITY, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.ALACRITI DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES OR SOFTWARE WILL BE ERROR-FREE, VIRUS-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,THAT CLIENT RECEIVES FROM ALACRITI OR ANYWHERE ELSE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. 10. Exclusion of Certain Damages. UNDER NO CIRCUMSTANCES WILL ONE OR MORE OF THE ALACRITI PARTIES BE LIABLE TO CLIENT, A CUSTOMER, OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING PERSONAL 5 INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, ARISING FROM OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, EVEN IF ONE OR MORE OF THE PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY A THIRD PARTY RELATED TO CLIENT'S ACCEPTANCE OF PAYMENT INSTRUMENTS ARE CONSEQUENTIAL DAMAGES. ALL PARTIES ACKNOWLEDGE THATTHIS IS AN AGREEMENT FOR COMMERCIAL SERVICES.THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND THE ALACRITI PARTIES HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO CLIENT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SUBSCRIPTION SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. 11. Limitation of Liability. (a) SUBJECT TO THE EXCEPTIONS SET FORTH IN THE REMAINDER OF THIS SECTION 11,THE CUMULATIVE LIABILITY OF THE ALACRITI PARTIES, IN THE AGGREGATE,ARISING FROM OR RELATED TO THIS AGREEMENT AND ITS SUBJECT MATTER FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WHETHER BASED IN CONTRACT,TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AGGREGATE FEES PAID BY CLIENT TO ALACRITI UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. (b) None of the Alacriti Parties will be liable for the acts or omissions of the Client or Customer or any other person or entity, including any clearing house association or processor, any funds transfer system, the Federal Reserve Bank, any other financial institution or any supplier, and no such person or entity will be deemed an agent of any of the Alacriti Parties. (c) None of the Alacriti Parties are responsible for detecting any errors in the information provided by Client or any Customer. (d) Client understands and agrees that any form of Customer documentation or disclosures provided to Client by Alacriti in connection with the Subscription Services are provided by Alacriti solely as a courtesy and none of the Alacriti Parties makes any representation or warranty regarding the sufficiency or accuracy of such documentation or disclosures, including whether or not such documentation or disclosures comply with Applicable Law. (e) The limitations on liability,waivers, indemnities, and other terms and conditions in Sections 10, 11, and 12 of this Agreement are business understandings between the parties and apply to all legal theories of recovery, including breach of contract or warranty, breach of fiduciary duty,tort(including negligence), strict or statutory liability, or any other cause of action, provided that these limitations on liability,waivers and indemnities,and other terms and conditions will not apply to any losses or damages that are found by a trier of fact to have been caused by Alacriti's gross negligence or willful misconduct. (f) "Alacriti Parties" means Alacriti Payments LLC,together with its affiliates, and its and their successors and assigns, and its and their vendors, service providers, and suppliers, and each of the foregoing's officers, directors, employees, and agents. 6 12. Indemnity. Client shall indemnify and defend the Alacriti Parties from and against any and all third-party claims, demands, or actions against any of the foregoing arising from: (a) Client's breach of this Agreement, Subscription-Specific Terms, or Applicable Law; (b) claims by Customers relating to the Subscription Services unless and except to the extent caused by Alacriti's gross negligence or willful misconduct; (c) information, instructions or data provided by Client or any Customer or potential Customer to Alacriti; (d) claims by Client's third-party service providers, including gateways, systems, banks, issuers, and card processors, other than claims related to Alacriti's gross negligence or willful misconduct; (e) Client failure to comply with all Alacriti guidelines, directives, policies, practices, rules and procedures made available to Client or Customer; or(f) chargebacks and other processing losses, including any returns, such as those caused by Client's or Customer's error or incorrect information supplied by Client or Customer, insufficient funds in Client's or Customer's account, a closed Customer account, and/or failure timely to notify Alacriti of changes in Client's or Customer's account (collectively, (a) through (f) "Claims"). In addition, Client shall indemnify and hold harmless the Alacriti Parties from and against all liabilities, losses, fines, costs, expenses (including reasonable attorneys' fees), damages, awards, settlements, and penalties relating to those Claims. 13. Confidentiality. (a) A party's "Confidential Information" is all information regarding that party's business which has been marked as or is otherwise communicated as being"proprietary" or"confidential" or which reasonably should be known by the receiving party to be proprietary or confidential information.The receiving party will not use or reproduce the disclosing party's Confidential Information other than as necessary for the performance of its obligations or exercise of its rights under this Agreement, and will disclose the disclosing party's Confidential Information only to those of its employees, contractors, and agents who have a need to know such Confidential Information for the receiving party to perform its obligations or exercise its rights under this Agreement.The receiving party will protect the disclosing party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving party protects its own confidential or proprietary information of a similar nature,and with no less than reasonable care. (b)The receiving party's obligations with respect to any of the disclosing party's Confidential Information will terminate to the extent such information: (i)was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (ii) is disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is at the time of receipt, or through no fault of the receiving party has become, generally available to the public; or(iv) is independently developed by the receiving party without access to,or use of,the disclosing party's Confidential Information. In addition,the receiving party is allowed to disclose the disclosing party's Confidential Information to the extent that such disclosure is approved in writing by the disclosing party, necessary for the receiving party to enforce its rights under this Agreement, or required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party notifies the disclosing party of such required disclosure promptly(unless prohibited by law) and cooperates with the disclosing party, at the disclosing party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. (c)The parties each shall independently ensure that it and its employees, subsidiaries, affiliates, agents and sub- contractors shall observe the provisions of applicable privacy laws and comply with any reasonable request made by the other arising from the requirements of such laws or any applicable statute, law or regulation relating to protection of personal data in any jurisdiction. 7 (d) If either party becomes aware of any disclosure or use of the other party's Confidential Information in violation of this section, it shall promptly notify the other party in writing and take all reasonable steps necessary to recover the disclosed information and to prevent its subsequent unauthorized use or dissemination. 14. Miscellaneous. (a) Neither party shall make any public announcement or disclosure relating to the other party,the terms of this Agreement or its performance hereunder without the prior written consent of the other party,which consent shall not be unreasonably withheld. However,Alacriti may include Client in Alacriti's customer lists appearing on Alacriti's website and in other marketing material. (b)As used in this Agreement, "including" or"includes" means "includes or including (as applicable), but not limited to. (c)This Agreement is governed by and construed in accordance with the laws of State of New Jersey, without giving effect to its conflicts of law principles.The parties agree that the exclusive jurisdiction and venue of any litigation arising out of or relating to this Agreement is the district court within and for Middlesex County, New Jersey, or if jurisdictional requirements are otherwise met, the United States District Court for the District of New Jersey. Each of the parties hereby waives a jury trial and the defense of an inconvenient forum. (d)This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, promises, representations, understandings and negotiations between the parties,whether written or oral,with respect to such subject matter. (e) This Agreement and the rights and obligations expressed in this Agreement shall not be abrogated, prejudiced or affected by the granting of time, credit or any indulgence or concession by either party to the other party or to any other person or by the exercise by either party of any of its rights hereunder or by any compromise, release, abandonment, waiver,variation, relinquishment or renewal of any rights of either party. Neither party will be deemed to have waived any of its rights, powers or remedies under this Agreement unless the waiving party approves such waiver in writing. No changes to this Agreement will be binding upon the parties unless made in writing and signed by an authorized representative of each party. (f) If any provision hereof is for any reason determined to be invalid, such provision will be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed, and such invalidity shall not affect the remaining provisions of this Agreement,which shall continue in full force and effect. (g)This Agreement is made solely and specifically between and for the benefit of the parties, and their respective successors and permitted assigns, and no person shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. (h) In any action to enforce the terms of this Agreement or to collect damages for its breach, the prevailing party is entitled to its reasonable attorneys' fees and all costs and expenses of enforcement through arbitration, appellate and post-award proceedings. (i) Any notices or other communications required or permitted by Client pursuant to this Agreement must be in writing and delivered either by personal delivery or by nationally recognized overnight courier service, to the attention of"General Counsel" at Alacriti, 1551 South Washington Avenue, Suite 130 Piscataway, NJ 08854, or 8 to such other address as Alacriti has designated to Client.Any notices or other communications required or permitted by Alacriti pursuant to this Agreement may be in writing and delivered either by personal delivery or by nationally recognized overnight courier service to Client's address set forth in the applicable Order, or may be electronic via email or posting on the Subscription Services website. Notices will be deemed given: two business days after deposit with overnight courier, if sent by overnight courier; upon delivery, if hand delivered; upon the date of attempted delivery, where delivery is refused; upon delivery, if given by Alacriti via email; and when posted, if given by Alacriti by posting on the Subscription Services website. (j) Neither this Agreement nor any of the rights or obligations under it may be assigned, delegated, sub-licensed or transferred (by operation of law or otherwise) by either party without the prior consent of the other party, which consent shall not be unreasonably withheld, except that Alacriti may, at its sole discretion, assign its rights or delegate or subcontract performance of its obligations under this Agreement to (i) an affiliate; (ii) any purchaser or transferee of substantially all of Alacriti's stock or assets and liabilities; or (iii) any other vendor or service provider for which Alacriti remains liable under this Agreement. This Agreement shall inure to the benefit of, and be binding upon, Alacriti and Client and their respective successors and permitted assigns. (k) Nothing in this Agreement is intended, or will be construed,to constitute or establish a joint venture, partnership or fiduciary relationship between the parties, and no party shall have the right or authority to act for or on behalf of any other party, except as otherwise expressly provided herein. Each party is acting as an independent contractor in the performance of its obligations under this Agreement. (1)This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which shall constitute one and the same document. (m) Each party, at its expense, keep in full force and effect insurance policies in such amounts as are reasonably appropriate for purposes of this Agreement, but in no event less than a commercial general liability policy of less than $1 million per occurrence. (n)Alacriti may modify this Agreement from time-to-time by posting an updated version to this URL.Your continued use of the Subscription Services after the thirty-day anniversary of such posting constitutes your acceptance of such update. (o) Neither party will be liable for failure to fulfill its obligations under this Agreement if such failure is due to any cause or condition beyond such party's reasonable control, including natural disaster, acts of God, strikes, fire, floods, war, riots, electrical power failure, communications failure, and decrees of government bodies.This clause does not affect or excuse Client's financial obligations or liabilities. 9 Orbipay Subscription-Specific Terms Last Updated: May 12, 2021 The Subscription-Specific Terms below govern your use of certain Subscription Services. Capitalized terms used in these Subscription-Specific Terms but not defined below, are defined in the Orbipay Subscription Agreement (the "Agreement"). Table of Contents 1. Terms Applicable to ACH Transactions. 2.Terms Applicable to Card Transactions. 3. Terms Applicable to All Transactions 4.Terms Applicable to Chatbot (Ella). 5.Terms Applicable to Bank Account Validation. 6.Terms Applicable to Card Account Updater. 1.Terms Applicable to ACH Transactions. (a) The definition of"Applicable Law" includes: (i)the NACHA rules and operating regulations ("NACHA Rules"); (ii) sanction laws administered by the Office of Foreign Assets Control; (iii)the Electronic Funds Transfer Act; (iv) the Unlawful Internet Gambling Enforcement Act; (v)the Federal Reserve Board Regulation E; (vi) laws, rules, regulations, and orders administered by the Financial Crimes Enforcement Network; and (vii) with respect to international Transactions,the rules applicable to IAT ACH Transactions, as each may be amended, revised, or replaced from time-to-time. (b) "NACHA" means the National Automated Clearing House Association and all regional payment alliances associated with it. (c) "ODFI" or"Originating Depository Financial Institution" has the meaning given in the NACHA Rules. (d) In order for Alacriti to comply with anti-terrorism,financial services, and other applicable laws and regulations, Know Your Customer("KYC"), and requirements imposed by NACHA, Client must provide Alacriti with information about itself, its shareholders, its activities, and its products and services. Client warrants to Alacriti that all information it provides Alacriti is true, correct and up to date, and Client acknowledges that Alacriti is relying upon such information in establishing this Agreement and in providing the Subscription Services. Client authorizes Alacriti to verify the information provided by Client. Alacriti may use this information to perform customer due diligence, identity verification, and various underwriting, fraud and risk reviews. (e) Client represents and warrants to Alacriti that each Client settlement account used to receive or fund settlement of Transactions processed, or fund ACH returns or refunds,through the Subscription Services, is a business account in accordance with NACHA Rules. Client agrees that Alacriti's ODFI bank(as defined in the NACHA Rules) is an intended third-party beneficiary to the Agreement and entitled to all of its benefits. 2.Terms Applicable to Card Transactions. 10 (a) The definition of"Applicable Law" includes the operating rules of the Networks and Payment Brands, and the Payment Card Industry Data Security Standard, as any or all of the foregoing may be amended, revised, or replaced from time-to-time. (b) "Networks" means Pulse, Star, NYCE, and/or any other electronic payment network authorization, routing, processing or funds transfer system for transmitting Transactions and settlement thereof. (c) "Merchant Processing Services Terms and Conditions" means the terms and conditions posted at http://www.alacriti.com/legal/merchant-terms (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference. (d) "Payment Brand" means any payment method provider whose payment method is used by the Subscription Services, including Visa U.S.A., Inc.,Visa International, MasterCard International Incorporated, Discover Financial Services, Inc., American Express Travel Related Services Company Inc., and other credit and debit card providers, debit network providers, gift card, and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council. (e) "Refund Policy" means the terms and conditions posted at http://www.alacriti.com/legal/refund-policy(and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference. (f) In order for Alacriti to comply with anti-terrorism, financial services, and other applicable laws and regulations, Know Your Customer("KYC"), and requirements imposed by the Payment Brands, Client must provide Alacriti with information about itself, its shareholders, its activities, and its products and services. Client warrants to Alacriti that all information it provides Alacriti is true, correct and up to date, and Client acknowledges that Alacriti is relying upon such information in establishing this Agreement and in providing the Subscription Services. Client authorizes Alacriti to verify the information provided by Client.Alacriti may use this information to perform customer due diligence, identity verification, and various underwriting, fraud and risk reviews. (g) Prior to using the Subscription Services to process Transactions via Payment Cards, Client must execute an acknowledgement of the processing instructions and guidelines required by Alacriti's payment processor, in the form set forth at https://www.alacriti.com/legal/Fiserv-Sub-Merchant-Processing-Agreement ("Processor Agreement"), and also comply with the Merchant Processing Services Terms and Conditions. Client agrees that: (i) Alacriti is an intended third-party beneficiary of the Processor Agreement and entitled to all of its benefits,- and (ii)Alacriti's payment processor is an intended third-party beneficiary to the Agreement and entitled to all of its benefits. (h)Alacriti reserves the right to refuse to process any Transaction made subject to a refund policy of which Alacriti has not been notified in advance. Client's refund policy must comply with the Refund Policy. (i) Alacriti may terminate the Agreement immediately upon written notice if: (i) Client or any person owning or controlling Client's business is or becomes listed in the MATCH file (Member Alert to Control High-Risk Merchants) maintained by Visa and MasterCard; (ii) any Payment Brand notifies Alacriti that it is no longer willing to accept Client's Transaction Data; or (iii)there exists any circumstances that create or could tend to create harm or loss to the goodwill to any Payment Brand or Alacriti. (j) Client's use of the Subscription Services must comply with the Payment Card Industry Data Security Standards ("PCI-DSS") and, if applicable to Client's business,the Payment Application Data Security Standards ("PA-DSS") 11 (collectively,the "PCI Standards").The PCI Standards include requirements to maintain materials or records that contains payment card or Transaction data in a safe and secure manner with access limited to authorized personnel.The specific steps Client will need to take to comply with the PCI Standards will depend on Client's implementation of the Subscription Services. Client will promptly provide Alacriti, or any applicable third party, with documentation demonstrating Client's compliance with the PCI Standards, upon request. If Client does not provide documentation sufficient to satisfy Alacriti or the relevant third party,that Client is compliant with the PCI Standards,then Alacriti, and any applicable third party, may access Client's business premises on reasonable notice to verify Client's compliance with the PCI Standards. If Client does not comply with the PCI Standards, or if Alacriti or any applicable third party is unable to verify Client's compliance with the PCI Standards,Alacriti may suspend access to the Subscription Services or terminate the Agreement. If Client intends to use a third-party service provider to store or transmit Transaction Data,then Client must not share any data with the service provider until Client verifies that the third party holds sufficient certifications under the PCI Standards, and notify Alacriti of Client's intention to share Transaction Data with the service provider. Further, Client agrees to never store or hold any"Sensitive Authentication Data", as defined by the PCI Standards (including CVC or CVV2), at any time. Client will reimburse Alacriti for all fines, penalties,fees, and other costs associated with Client's failure to comply with this clause, promptly after Alacriti's request. Such request will include reasonable detail regarding the amounts owed. (k)Alacriti may increase the Fees related to processing Card Transactions,to take into account increases in the underlying costs associated with processing such Transactions (for example, an increase in the fees charged to Alacriti by the Networks). Alacriti will give Client notice of such increase promptly after becoming aware of the corresponding increase in Alacriti's underlying costs. 3.Terms Applicable to All Transactions. (a) "Prohibited Categories List" means the list posted at http://www.alacriti.com/legal/prohibited (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference. (b) "Settlement Terms" means the terms and conditions posted at http://www.alacriti.com/legal/settlement (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and is incorporated herein by reference. (c) "Transaction" means a credit, debit,ACH, or other electronic transaction processed by Alacriti on behalf of Client or a Customer, including purchases, disbursements, cash withdrawals, disputes, chargebacks, and refunds. (d) "Transaction Data" means the written or electronic record of a Transaction, including,without limitation, an authorization code or settlement record,which is submitted to Alacriti. (e) Client acknowledges that settlement of Transactions will occur as set forth in the Settlement Terms. Client shall not use the Subscription Services to send or receive payments relating to any of the prohibited categories set forth on the Prohibited Categories List. Alacriti may terminate the Agreement upon five (5) days prior written notice if Client has failed to maintain the Minimum Balance required by the Settlement Terms. (f)Where Client uses the Subscription Services to receive or collect payments on behalf of a merchant (e.g., Client provides management services for a group of utility companies) (collectively, "Payee(s)"), Client represents and warrants to Alacriti that Client has all requisite power, authorization, and authority(including, having been appointed as an attorney in fact by its Payee)to, among other things, and hereby does (i) appoint Alacriti as the Payee's agent for the limited purpose of receiving, collecting,facilitating, and/or transmitting 12 payments on behalf of each Payee from Customers making Payments to the Payee; and (ii) agree, on behalf of each Payee,that receipt of funds from Payee's customers by Alacriti on Payee's behalf in connection with Subscription Services transactions (i)will be deemed receipt of funds from Payee's customers by the Payee; and (ii)will satisfy a Payee's customer's obligations to the Payee in the amount of the applicable payment by the Payee's customer. Where the provisions of this section apply, references in this Agreement to Client acknowledgements, representations, warranties, authorizations or consents will be on behalf of Client and Payees. (g)Alacriti may send documents to Client and tax authorities for Transactions processed using the Subscription Services. Specifically, pursuant to Applicable Law(including the Internal Revenue Code), Alacriti may be required to file periodic informational returns with taxing authorities in relation to Client's use of the Subscription Services. (h)Termination of the Agreement does not affect either party's respective rights and obligations under this Agreement as to Transaction Data submitted before termination or expiration. If Client submits Transaction Data to Alacriti after the date of termination or expiration,Alacriti may, at its sole discretion and without waiving any of its rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement. (i) Alacriti may provide Client with third-party hardware, software,or systems, such as "point of sale" systems, that facilitate the transmission of Transactions (collectively, "POS Systems"). Client acknowledges and agrees that Alacriti provides such POS Systems only as a convenience, and none of the Alacriti Parties will be liable for any POS System or the acts or omissions of the third-party provider of any POS System. (j) Upon notice of termination of the Agreement, Alacriti may estimate the aggregate dollar amount of Chargebacks, ACH Returns and other obligations, liabilities and expenses that Alacriti reasonably anticipates subsequent to termination, and Client agrees to immediately deposit such amount in Client's Settlement Account. Where possible,Alacriti will first attempt to collect or set-off amounts owed to it and to its affiliates from the Settlement Account or from funds that Client holds in reserve. Accordingly,the authorization granted to Alacriti in Section 3 of the Agreement remains in effect for a period of six (6) months following the date of termination of the Agreement. In addition,Alacriti may collect any amounts Client owes under the Agreement by deducting or setting-off amounts that are owed to the Client. Client grants Alacriti a lien and security interest in all funds for Transactions that Alacriti process for Client, including funds that Alacriti deposits into the Settlement Account and Client-Funding Account, as well as funds held in any other bank accounts to which such Transaction funds are deposited or transferred.This means that if Client has not paid funds that Client owes to Alacriti, Customers, or to any Alacriti affiliates,then Alacriti has a right superior to the rights of any of Client's other creditors to seize or withhold funds owed for Transactions processed through the Subscription Services, and to debit or withdraw funds from any bank account associated with Client's Subscription Services account (including the Settlement Account and Client-Funding Account). Upon Alacriti's request, Client will execute and deliver any documents and pay any associated fees Alacriti considers necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC-1). (k) Client acknowledges that Alacriti may also charge Customers fees in order to use the Subscription Services. Alacriti is responsible for disclosing any such fees to the Customer. (1) Client will maintain books and records relating to its compliance with the Agreement and Applicable Law ("Records"), during the Term and for a period of six(6) years after. Client shall ensure that its Records contain all Transaction Data processed through the Subscription Services. Client agrees to allow Alacriti (or Alacriti's designee) reasonable access to Client's facilities and Records, and will use commercially reasonable efforts to obtain for Alacriti the right of access for such Records which are not in Client's possession, as the case may be, 13 as is reasonably necessary for Alacriti to audit Client's compliance with Applicable Law and the Agreement. Except where Alacriti or its designee discovered a deficiency or violation during an immediately preceding audit or have a reasonable and good faith belief of a material change to Client's business or operations, Alacriti may not perform an audit of Client more than once in any calendar year. If any audit results in a conclusion that Client is not in compliance with Applicable Law or the Agreement, or results in the identification of any control deficiency or other error or deficiency that could reasonably be expected to have an adverse impact on the Subscription Services then Client shall take immediate steps consistent with reasonable commercial practices to correct the noncompliance, error or deficiency. 4.Terms Applicable to Chatbot (Ella). (a) At Client's option,the Subscription Services may also include a chatbot which: (i)facilitates communication between Client and Customers; (ii) enables bill payment for Customers that have a valid payment method saved within the Subscription Services; and (iii) includes other features and functionality as may be made available by Alacriti from time-to-time ("Chatbot"). (b)Alacriti, in its sole discretion, will support the Chatbot on a variety of third-party platforms, such as Facebook Messenger, Google Home, and Amazon Echo (the "Platforms"). Client acknowledges that Alacriti's ability to provide the Chatbot to Client on a given Platform is subject to: (i)the Platform making available the APIs and other tools necessary for Alacriti to provide the Chatbot; (ii)the Platform's terms and conditions; and (iii) Client maintaining an account on that Platform. A Customer's ability to use the Chatbot on a given Platform is subject to that Customer maintaining an account on that Platform. (c) Client shall: (i) Ensure that the "Terms of Service" (or similar agreement) displayed to Customers as part of the account- pairing process for the Chatbot contains at least, and is not inconsistent with,the minimum terms and conditions specified in clause (d) below; (ii) Not use the Chatbot to facilitate direct conversations between Customers and healthcare providers, or to send or collect any personal health information; (iii) Not use the Chatbot to send or collect any payment card data, bank account information, or similar sensitive information of Customers; (iv) Not make any customizations or other modifications to the Chatbot's scripts or intents that would encourage or induce a Customer to disclose personal health information, payment card data, bank account information, or other sensitive information through the Chatbot; and (v) Not use any data or other information obtained or derived from a Customer's use of the Chatbot in a way that violates: (A) any Applicable Law; or(B)the applicable Platform's terms and conditions. (d) Chatbot Minimum Terms and Conditions: (i) Acknowledgement. Client and Customer must acknowledge that the terms and conditions pertaining to the Chatbot (the "Chatbot Terms") are agreed to by and between Client and Customer only, and not with Alacriti Payments, LLC. 14 (ii) Chatbot Interaction. The Chatbot Terms must include the following with respect to Customer's interaction with the Chatbot: (A) Customer must be informed that the Chatbot is not intended to have conversations with Customer about sensitive topics, like Customer's personal health information, payment card information, or bank account information (collectively, "Sensitive Information"). Customer should be explicitly instructed not to communicate with the Chatbot about any Sensitive Information. Client shall explicitly disclaim all liability relating to the Chatbot on behalf of itself and its vendors, including, without limitation, liability arising from Customer providing or attempting to provide Sensitive Information to the Chatbot. (B) Client may commit to using commercially reasonable efforts to provide bill due alerts and notifications directly through the Platform(s),and allowing Customer to use the Chatbot to make payments using the Platforms. However, Client shall explicitly disclaim all liabilities regarding making payments via the Chatbot, and Client shall advise Customer to check Customer's account statements or contact Client directly if Customer has any questions concerning Customer's payments. Client shall not make any warranties or other promises about the Chatbot,or any commitments about the specific functions of the Chatbot, or their reliability, availability, or ability to meet Customer's needs. (iii)Third-Party Terms.The Chatbot Terms must require the Customer to acknowledge that by using the Chatbot, Customer also agrees to, and shall use the Chatbot in accordance with, applicable law,the Google API Terms of Service, and the Platform's terms and conditions.The Chatbot Terms must obtain the Customer's consent for Client, Alacriti Payments, LLC, Alphabet, Inc., and the applicable Platform to collect and use information relating to the Customer's use of the Chatbot as set forth in each of their respective privacy policies. (iv)Third-Party Beneficiary.The Chatbot Terms must require Customer to agree that Alacriti Payments, LLC is a third-party beneficiary of the Chatbot Terms, and that Alacriti Payments, LLC will have the right to enforce the Chatbot Terms against Customer as a third-party beneficiary. (v) Binding Arbitration and Class Action Waiver.The Chatbot Terms must include a binding arbitration provision for any and all Disputes (as defined below),which provision is no less stringent than the following: (A) Scope. Any and all Disputes arising out of or related to the Chatbot will be resolved through individual arbitration, excluding any action by Client or Client's vendors to enjoin the infringement or misuse of such party's intellectual property rights.The term "Dispute" means any claim or controversy related to the Chatbot, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort,fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before the Chatbot Terms or any prior agreement; (3) claims that arise after the expiration or termination of the Chatbot Terms; and (4) claims that are currently the subject of purported class action litigation in which the Customer is not a member of a certified class. (B)Waiver of Class Actions and Collective Relief.The Chatbot Terms must provide that Customer will have no right for any claims to be arbitrated or litigated on a class action,joint or consolidated basis, or on bases involving claims brought in a purported representative capacity on behalf of the general public (such as a private attorney general), other subscribers, or other persons.The Chatbot Terms must provide that the arbitrator may award relief only in favor of the individual Customer seeking relief and only to the extent necessary to provide relief warranted by that individual Customer's claim; the arbitrator may not consolidate more than one Customer's claims, and may not otherwise preside over any form of a representative or class proceeding. 15 (vi) Severability and Waiver of Jury Trial.The Chatbot Terms must provide that if the class action waiver and collective relief provision of the arbitration provision is illegal or unenforceable,then the entire arbitration provision will be unenforceable and the dispute will be decided by a court.The arbitration provision must further provide that in any event, whether in court or in arbitration, Client and Customer agree to waive the right to a trial by jury to the fullest extent allowed by law. However, if any other clause in the arbitration provision is found to be illegal or unenforceable, the Chatbot Terms must provide that such clause will be severed from the arbitration provision and the remainder of the arbitration provision given full force and effect. (vii) Continuation.The Chatbot Terms must provide that the arbitration provision will survive the termination or expiration of the Chatbot Terms. S.Terms Applicable to Bank Account Validation. (a) Information made available to Client through the "Bank Account Validation" Subscription Service, is referred to as "Validation Data." (b) Client shall ensure that its use of Validation Data complies with, as applicable, and as a reseller, if applicable, shall cause its Customers to comply with: (i) the Fair Credit Reporting Act, 15 U.S.C. § 1681 et. seq. ("FCRA"), as amended by the Fair and Accurate Credit Transactions Act of 2003 ("FACTA"); (ii)the Americans with Disabilities Act ("ADA") and other applicable equal opportunity laws; (iii)the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. § 6801 et. seq. ("GLBA") (iv)the Driver's Privacy Protection Act of 1994, 18 U.S.C. § 2721(b)(3) ("DPPA"); (v)the laws of the applicable state issuing Motor Vehicle Records ("MVR"); (vi)the Equal Credit Opportunity Act ("ECOA"); (vii)the Truth In Lending Act("TILA"); and (viii) all other applicable local, state and federal laws regarding Validation Data,as well as the permissions and limitations of the applicable Validation Data provider (as identified by Alacriti). (c) Client shall ensure that, as applicable, and as a reseller, if applicable, shall cause its Customers to ensure: (i) it has a specific "permissible purpose" as defined in the FCRA or"permitted use" under the GLBA for which the consumer credit or other Validation Data is requested and that such will be used for no other purpose or use, (tendering this"permissible purpose" or"permitted use" in such form or manner as reasonably requested by Alacriti); (ii) it secures consumer credit and other Validation Data on individuals solely for its own internal one- time use in accordance with this Agreement, and for such other"permissible purpose" related to a business transaction as is defined by the FCRA or"permitted use" under the GLBA; (iii) notify Alacriti promptly if the reason or need for the Validation Data becomes different than originally claimed,for which a signed written amendment to the Agreement is required, provided that the new use consists of a "permissible purpose" as defined in the FCRA or a "permitted use" under the GLBA; (iv) and it does not resell, distribute, sublicense, compile, create derivative works of, or revise Validation Information. (d) Client acknowledges, and as a reseller, if applicable, shall cause its Customers to acknowledge receipt of the "Notice to Users of Consumer Reports: Obligations of Users Under the FCRA" as required by the FCRA, which can be viewed and printed here: https://www.microbilt.com/Cms_Data/Contents/MicroBilt/Media/Docs/Appendix/`20N.pdf. (e) Client agrees that it shall, and if applicable cause its Customers to: (i) document the legal basis for requesting Validation Data, such as a "permissible purpose" or"permitted use," and obtain in advance and retain on file appropriate application, release, consent and/or authorization forms ("Forms")from any credit applicant,job applicant or other individual on whom Validation Data is sought; (ii) disclose to such individual(s) as and when required by Applicable Law that credit and/or other Validation Data (including investigative credit report Information, if applicable)will be sought on such individual(s); and (iii) it will provide consumer(s) with answers 16 about their own credit report or when credit is denied,terminated or changed or when an application is declined, based in whole or in part on Validation Data, resulting in "adverse action" as defined in FCRA, with MicroBilt's name ("Microbilt Corporation"), address ("1640 Airport Rd. Suite 115 Kennesaw, GA 30144") and toll free phone number ("800-884-4747") (and not that of Alacriti or any other third party, unless required by Applicable Law). (f) Client shall retain Forms for five (5)years in all cases where credit is extended or an application approved and in any case where credit is declined or an application declined, and shall make available such Forms to Alacriti upon reasonable notice. (g) Client shall take all reasonable precautions to ensure that Validation Data on individuals (including scores) will be disclosed internally only to those of its employees whose duties reasonably relate to the legitimate business purpose for which the data was requested. (h) Client acknowledges that access to Validation Data may be suspended or terminated as required by Microbilt or the applicable licensor of Validation Data to Microbilt. 6.Terms Applicable to Card Account Updater. (a) Client represents to Alacriti that it (and if Client is a reseller,then Client represents to Alacriti that Client's Customers each): (i) Have a legitimate business need to receive updated cardholder account information (for example, a subscription or membership services involving recurring payments); (ii)Are not in a high-risk category as determined by VISA, MasterCard, American Express, or Discover; and (iii)Are approved by VISA, MasterCard, American Express, or Discover (as applicable). (b) Client acknowledges that requests for updates to cardholder information are improper if it, or if Client is a reseller, Client's Customer, does not have an on-going, active relationship with the cardholders whose accounts are the subject of update requests. Accordingly, Client will,or if Client is a reseller, Client will ensure that Client's Customers, update each consumer's "status" within the Subscription Services as needed to accurately reflect when such consumer ceases to have an on-going, active relationship with Client or such Customer (as applicable). (c) Alacriti is not responsible for any inaccuracy or incompleteness in: (i) any information accessed or used in connection with the card account updater programs or the Service; or(ii) the updated information that VISA, MasterCard,American Express, and/or Discover return to Alacriti. 17 Orbipay Privacy Policy Last Updated: March 11, 2021 Welcome to Orbipay—the platform for sending and receiving money online.The Orbipay platform includes the websites, mobile applications, and other platforms that link to this privacy policy(collectively,the "Platform"). The Platform is owned and operated by Alacriti Payments LLC, 1551 South Washington Avenue, Suite 130 Piscataway, NJ 08854 (together with its affiliates, "Alacriti"). The Platform enables companies ("Clients")the ability to offer their customers a variety of payment-related features, such as the ability to send electronic invoices, receive electronic payments, and issue electronic payments.This Privacy Policy("Policy") is between Alacriti and you,the individual using such a payment-related feature that is powered by the Platform. PLEASE READ THIS POLICY CAREFULLY BEFORE ACCESSING OR USING ANY ASPECT OF THE PLATFORM. Alacriti knows that you care about your privacy and the protection of your personal information. Alacriti also knows it has a responsibility to be clear about how it uses, discloses, and protects your personal information. Alacriti designed this Policy to do just that.This Policy explains the types of personal information Alacriti collects, and how it collects, uses, maintains, protects, and shares that personal information.This Policy also tells you about the rights and choices you may have when it comes to your personal information. Some of what Alacriti says in this Policy is required by law, and may at times seem long and complicated, but Alacriti has worked hard to try to make this Policy easy to understand and provide examples where possible. If you have questions about this Policy, please contact Alacriti via email to privacy@alacriti.com. 1. Platform Overview This Policy applies only to Alacriti's actions with respect to the personal information that Alacriti is provided by a Client or collects directly from you. This Policy does not apply to Clients. Each Client's privacy practices, including details on the personal information it may collect about you, are subject to that Client's privacy policy,which Alacriti strongly suggests you review. If you have questions about a Client's privacy practices, please contact the Client. Alacriti stores personal information in the United States.You consent to Alacriti transferring personal information from your country of residence to the United States, and acknowledge that by doing so personal information may become subject to United States law. 2. Collection of Personal Information Alacriti collects Personal Information as detailed in this section. "Personal Information" means any information relating to or reasonably capable of being associated with an identified or identifiable natural person or household. a. What Personal Information Alacriti Collects i. Identification Information. Information used to identify you as a Platform user, such as your name or Platform username. 18 ii. Contact Information. Information used to communicate with you, such as your email address,telephone number, or mailing address. iii. Payment and Transaction Information. Information used to send or receive a payment, such as bank account number or payment card number.This also includes information about the payment, such as the amount, timestamp, and description. iv. Preferences Information.To make data entry easier, the Platform may enable You to save certain pieces of information for future use, such as a preferred shipping method and preferred shipping address. v. Location Information.The location from which you are accessing the Platform.This location may be inferred from your IP address or may be explicit from the GPS coordinates of a mobile device (subject to your location- sharing settings on such device). vi.Activity Information. Alacriti collects certain information automatically about your use of the Platform and the device used to use the Platform.This information includes: (A)your activity within the Platform, such as pages visited and features used; and (B) information about the device being used to access the Platform, such as its IP address,Web browser, and other device identifiers. b. How Alacriti Collects Personal Information Alacriti collects Personal Information in several ways. Alacriti collects information when you provide Alacriti with the information, such as when you create a Platform account or use the Platform. Alacriti may also collect information about you from its affiliates or other third parties, including: (i) information that a Client provides us about you; (ii) identity verification information from third-party verification services and publicly-available sources; (iii) credit investigation, credit eligibility, or account verification information from third-party fraud services; and (iv) government databases and related resources that are either mandatory or recommended from time to time in connection with various regulations.This includes, without limitation, the receipt and exchange of account or credit-related information with any credit reporting agency or credit bureau,where lawful, and any person or corporation with whom you have had, currently have, or may have a financial relationship, including without limitation past, present, and future places of employment,financial institutions, and personal reporting agencies. If you believe that any of the information that Alacriti has collected about you is incorrect, please contact Alacriti at privacy@alacriti.com. 3. How and When Alacriti Uses Personal Information a.To Provide the Platform to You. Alacriti uses your Personal Information for its legitimate interests in providing you with the Platform.This includes: (i) creating a Platform account for you; (ii) enabling you to send and receive electronic invoices and payments; (iii) communicating with you, such as responding to your requests for support; (iv) analyzing and improving the Platform, such as understanding which features of the Platform are most frequently used by you and other Platform users; (v) investigating theft and securing the Platform, such as detecting unauthorized use of the Platform or your Platform account; (vi) creating aggregate statistics regarding the Platform for marketing and promotional purposes; and (vii) sending you marketing about the Platform and the Clients from whom you have sent or received payments, which marketing might be personalized based on your Platform account. b.To Provide the Platform to Clients. Alacriti also uses your Personal Information for its legitimate interests in providing Clients with the Platform.This includes: (i) enabling Clients to send or receive electronic invoices and 19 payments to or from you; (ii) enabling Clients to communicate with you; and (iii) providing Clients with reporting and other analytics relating to the Platform. c.To Improve Our Products and Services. Alacriti uses your Personal Information for its legitimate interests in improving its business. This includes: (i) analyzing its current products and services; (ii) developing new products and services; (iii) managing and evaluating the effectiveness of its communications; (iv) performing analytics, such as measuring,tracking, and evaluating trends and usage of Alacriti's different products and services; and (v) doing internal research. d. Protecting the Platform and Complying with Law. Alacriti uses your Personal Information for its legitimate interests in securing the Platform and complying with law.This includes: (i) conducting investigations,complying with and enforcing applicable laws, regulations, legal requirements and industry standards, and responding to lawful requests for information from the government or to valid legal process; (ii) contacting you to resolve disputes with Clients; (iii) debugging to identify and repair errors that impair how the Platform functions; (iv) enforcing Alacriti's agreements, policies and terms; and (v) investigating, detecting, preventing, recovering from, or reporting fraud, misrepresentations, security breaches or incidents, or other potentially prohibited, malicious, or illegal activities. e. Otherwise with Your Approval.Alacriti uses your Personal Information as otherwise approved by you from time-to-time,which approval may be through the Platform interface. 4. When and With Whom Alacriti Shares Personal Information Alacriti may share your Personal Information with the following categories of third parties: a. With Clients. When you use the Platform to interact with a Client,we share your Personal Information with the Client as part of that interaction. For example, if you pay a Client,we will share with the Client details of that payment. b. With Affiliates. Alacriti is a family of companies, and Alacriti may share your Personal Information with any affiliated company, for purposes of helping us exercise or rights or perform our obligations with respect to the Platform. c. With Service Providers. Alacriti may share your Personal Information with any service provider that Alacriti uses to help it exercise its rights and perform its obligations with respect to the Platform d. With Advertising Companies. Alacriti may share your Personal Information with advertising companies that run advertising campaigns, contests, special offers, or other events or activities on its behalf, on behalf of Clients, or in connection with the Platform. e. With an Acquirer. Alacriti may share your Personal Information with a subsequent owner, co-owner, or operator of the Platform, or if Alacriti does or tries to do a corporate merger, consolidation, or restructuring (including during due diligence and negotiation of these) or sell substantially all of its assets. f.As Required for Safety and Compliance with Law. Alacriti may share your Personal Information if it believes that sharing is reasonably necessary: (i)to comply with any applicable law, regulation, legal process or governmental request (e.g.,from creditors, tax authorities, law enforcement agencies, in response to a garnishment, levy, or lien notice, etc.); (ii) to establish, exercise or defend its legal rights; (iii)to enforce or comply with its agreements or policies; (iv) to protect its or its customers' rights or property, or the security or 20 integrity of the Platform; (v) for an investigation of suspected or actual illegal activity; or(vi)to protect Alacriti, users of the Platform, or the public from harm,fraud, or potentially prohibited or illegal activities. g. Otherwise With Your Approval.Alacriti may share your Personal Information as otherwise approved by you from time-to-time, which approval may be through the Platform interface. 5. How Alacriti Protects Personal Information Alacriti follows industry-standard practices to prevent the unauthorized access, use,or disclosure of any Personal Information it collects and maintains.These practices include technical,administrative, and physical safeguards, which may vary, depending on the type and sensitivity of the information. Although Alacriti takes the responsibility of safeguarding your Personal Information seriously, no security measures are 100%effective and Alacriti cannot guarantee that these practices will prevent every unauthorized attempt to access, use, or disclose your Personal Information. You are responsible for keeping your Platform username and password secret. 6. For How Long Alacriti Keeps Personal Information Alacriti keeps Personal Information for different lengths of time depending on the type of information and the business and legal requirements. For example, if you have an account for the Platform,then Alacriti keeps your Personal Information for as long as that account exists. If you no longer have an account for the Platform, Alacriti still may need that information for business and legal requirements, such as to protect against fraud, calculate taxes, respond to legal requests,or comply with a third-party requirement (e.g., NACHA). Other information is deleted automatically after a set period of time, often set by law, unless Alacriti is legally required to hold it longer, such as for pending litigation. Alacriti will destroy, de-identify, or anonymize Personal Information when it is no longer needed in identifiable form. 7.Your Choices Regarding Personal Information a. Right to Access, Delete, Correct, Modify, Object, or Restrict. You may have the right to: (i) access, delete, correct, or modify your entire Platform account, or information contained therein; and (b) object to or restrict Alacriti's processing of your Personal Information. You may take many of these actions yourself through the features made available to you in the Platform, or you may have Alacriti take any of these actions for you by contacting Alacriti at privacy@alacriti.com or Alacriti, Attention: Privacy Compliance, 1551 South Washington Avenue,Suite 130 Piscataway, NJ 08854. Alacriti may refuse a request if permitted by law, or if it would violate another person's rights. If Alacriti refuses your request,Alacriti will tell you why the request was refused. b. Right to Know.You have the right to know whether Alacriti has collected Personal Information from you.You may submit up to two access requests within a 12-month period asking Alacriti to tell you: • the categories or specific pieces of Personal Information that Alacriti has collected from you; • the categories of sources from which Alacriti has collected your Personal Information; • the reasons why Alacriti collects Personal Information; and • the categories of third parties with which Alacriti shares Personal Information. 21 c. Alacriti's Response. Alacriti will respond to requests within a reasonable timeframe. If Alacriti requires additional time,then Alacriti will acknowledge receipt of your request within a reasonable timeframe and promptly supplement its response within the time period required by applicable law. While Alacriti makes efforts to accommodate requests to restrict Alacriti's use of your Personal Information, Alacriti reserves the right to delete all or any portion of your Personal Information if Alacriti is not able to reasonably accommodate a requested restriction. d. Email Marketing. Each marketing email sent by Alacriti will contain information on how to unsubscribe from Alacriti's marketing mailing list. You can also unsubscribe by sending an email with the subject line "Unsubscribe" to privacy@alacriti.com. e. Interest-Based Advertising and Cookies. For choices regarding cookies and interest-based advertising, please see the relevant sections, below. 8. Cookies Alacriti and its partners use cookies to analyze trends, administer websites,track users' movements around the Platform, and to gather demographic information about its user base as a whole. Cookies help personalize and maximize your use of the Platform, including storing user preferences, improving search results and ad selection, and tracking user trends.You can control your cookies, on a per-Web-browser basis, but if you disable cookies, it may limit your ability to use certain features or functions on the Platform.To learn more about cookies, please visit http://www.allaboutcookies.org. Alacriti uses the following types of cookies: a. Security.These cookies allow Alacriti to secure access to your Platform account. b. Preference.These cookies are used to store your Platform preferences, such as language choice and preferred shipping address. c. Analytics.These cookies use a unique identifier so that Alacriti can differentiate between your and other users' interaction with the Platform. Specifically, Alacriti uses the third-party analytics service Google Analytics. To learn more about Google Analytics and how to opt out, please visit https://marketingplatform.google.com/about/or https:Hsupport.google.com/analytics/answer/181881?hl =en. d.Advertising.These cookies are used to show you relevant marketing, advertising, and other content on the Platform and third-party sites. You can use the methods described below to manage cookies.You must take these steps on each browser or device that you use to access the Platform. If you replace, change, or upgrade your browser or device, or delete your cookies, then you may need to use these opt-out tools again. e. Browser Controls.You may be able to disable and manage some cookies through your browser settings. If you use multiple browsers on the same device, then you will need to manage your settings for each browser. Please click on any of the below browser links for instructions: Google Chrome Apple Safari 22 Mozilla Firefox Microsoft Internet Explorer If the browser you use is not listed above, please refer to your browser's help menu for information on how to manage cookies. Please be aware that disabling cookies will not disable other analytics tools Alacriti may use to collect information about you or your use of the Platform. f. Flash Local Storage. Flash cookies (also known as "local shared objects") need to be deleted in the storage section of your Flash Player Settings Manager. Learn more about deleting Flash cookies. g. Targeted Advertising. Most third-party advertisers offer a way to opt out of their targeted advertising. For more information visit the section regarding "Interest-Based Advertising," below. After you opt out,you will still see marketing, advertisements, and other content, but they may not be as relevant to You. 9. Interest-Based Advertising and Ad Choices The Platform adheres to the Digital Advertising Alliance's Self-Regulatory Principles. For more information or to opt out of receiving targeted advertising from participating third-party advertisers, please visit https://youradchoices.com. If you would like to opt out of browser-based cross-device tracking for advertising purposes,you may do so by opting out using the various methods described in the section regarding"Cookies."You must opt out separately on each device and each browser that you use to access the Platform. For more information about cross-device matching, please visit the Network Advertising Initiative or the Digital Advertising Alliance. If you opt out of cross-device tracking for advertising purposes,Alacriti may still conduct cross-device tracking for other purposes, such as analytics. After you opt out from interest-based advertising, you will still see marketing, advertisements, and other content, but they may not be as relevant to you. 10. "Do Not Track" Signals The Platform does not respond to "Do Not Track" signals sent from Web browsers, because definitions and rules for a "Do Not Track" standard have not yet been established. 11. California Residents a. General.You have the right to request that Alacriti disclose the Personal Information that it collects, uses, discloses, and "sells" (as explained further, below), about you. b.The Right to Opt-out of the Sale of Your Personal Information.The California Consumer Privacy Act("CCPA") aims to provide California residents with a variety of new rights, among them the ability to prevent companies from "selling"their Personal Information.A common understanding of"selling" information is that it involves a company taking information it has learned about you and exchanging that information with an unrelated third party for money,who will then use that data for a new purpose that you did not intend. However,the CCPA has a much broader definition of"sell" than this. For example,Alacriti providing your Personal Information to a Clients as part of you sending or receiving payments from that Clients "may"fall under the definition of"selling" data because the CCPA is new and these issues are not yet resolved. 23 Until additional clarification regarding the CCPA has been provided by the State of California, if you make a request for Alacriti not to "sell" or"transfer"your Personal Information,then Alacriti would be prohibited from providing the Platform to you because the purpose of the Platform is to facilitate you sending or receiving payments from Clients (which necessarily involves your Personal Information). To request that Alacriti not"sell" or"transfer"your Personal Information, please email Alacriti at privacy@alacriti.com or Alacriti,Attention: Privacy Compliance, 1551 South Washington Avenue, Suite 130 Piscataway, NJ 08854. In response to such a request,Alacriti will delete your Platform account. By submitting such a request,you are declaring that you are a California resident taking advantage of your rights under CCPA. Once your data is deleted,Alacriti will be unable to transfer it. c. Shine The Light Requests. California's "Shine the Light" law(Civil Code section 1798.83) permits California residents once per calendar year to request and receive information about a business's disclosure of certain categories of Personal Information to other companies for direct marketing purposes. If you are a California resident and a Platform user, then you can request a copy of this information from Alacriti by sending an email to privacy@alacriti.com. Please include your name and email address with your request. d. Non-Discrimination. Alacriti will not discriminate against you for exercising any of your rights under the CCPA. 12. Changes Alacriti may change this Policy over time as regulations, its business needs and the needs of its users change. If Alacriti makes material changes to this Policy that increase its rights to use or share Personal Information that it has previously collected about you,then Alacriti will notify you through written, electronic, or other means so that you can make any necessary decisions about your ongoing use of the Platform. 13. How to Contact Alacriti Alacriti, located at 1551 South Washington Avenue, Suite 130 Piscataway, NJ 08854, is the legal entity determining the purposes and means of processing the information gathered on the Platform, and is the data controller of all data the Platform collects from you. If You have any questions regarding Alacriti's processing of Personal Information, please email privacy@alacriti.com or write to Alacriti at the mailing address earlier in this section. 24