These terms and conditions apply to ACH services provided by Processing Partners LLC, DBA TCB Pay ("TCB") to the Merchant.

TCB provides electronic transaction processing services to organizations that receive payments from customers by paper checks or electronic automated clearing house ("ACH") transactions. With respect to ACH transactions, debit and credit transactions are submitted to the ACH Network in conjunction with ACH check processing origination and settlement services. Merchant represents that it is lawfully engaged in the business of selling goods and/or services to third parties from whom it will receive payment by ACH transactions and with whom it will initiate and process ACH transactions in the U.S. Federal Reserve Bank System, using TCB's services.

• TCB agrees to provide to the Merchant the Services hereinafter defined.
• Merchant agrees to pay to TCB all fees for such Services set forth in the application that Merchant signed and submitted to TCB.
• Merchant agrees to use the Services in accordance with this Agreement.
• This Agreement will become effective on the date TCB activates the account of the Merchant (the "Effective Date").

The following terms used in this Agreement shall have the meaning specified below:

ACH Transaction: An electronic payment transaction originated by Merchant and processed through the ACH Network in the Federal Reserve System.

Administrator: The Merchant's employee who has been designated as the Merchant's primary contact with TCB for the Services and has been appointed by the Merchant to manage the administration of Services access, including passwords, and communicate authorizations to TCB.

Agreement: These terms and conditions and the merchant application signed and submitted by the Merchant to TCB, including any documents referenced therein and amendments to the foregoing.

Confidential Information: Certain confidential and proprietary information of TCB and its providers, including without limitation information concerning the Services, Software programs and documentation used by TCB and its providers to provide the Services to Merchant, the know-how, technology, techniques, trade secrets, or business or marketing plans related thereto and passwords and other information or materials of a confidential and proprietary nature that TCB and its providers provide under this Agreement.

Customer: Merchant's customer who submits a payment to Merchant through a check or ACH transfer.

Entry: A transaction submitted by Merchant to TCB for processing by the Services and further defined in the NACHA Rules. NACHA Rules: The current rules, regulations and procedural guidelines published by the National Automated Clearing House Association ("NACH") and/or all regional payment alliances associated with NACHA.

Originating Depository Financial Institution: In an ACH Transaction, the financial institution which receives the Entry and transmits the Entry to its ACH operator for transmittal to a Receiving Depository Financial Institution for debit or credit to the Customer's account, as these terms are further defined in the NACHA Rules.

Services: The ACH processing services, and the related goods and services provided to Merchant under this Agreement.

Settlement Account: A commercial demand deposit bank account which the Merchant has established for TCB and its providers for access and use to settle financial payment transactions processed under this Agreement.

Software: Software programs and associated documentation and materials that TCB and its providers provide to Merchant for use with the Services.

In conjunction with this Agreement, the Merchant has completed and submitted to TCB an initial written application and supporting documentation about the Merchant's business and financial status, for TCB's consideration in the account set-up and provision of the Services to the Merchant. Merchant acknowledges that TCB shall be entitled to rely upon the validity, accuracy and completeness of the information provided by Merchant in its application and supporting documentation to TCB, for TCB's use in performing its due diligence review of Merchant's status and financial standing and for determining:

• if TCB approves Merchant's application
• if TCB will provide all or any of the Services to Merchant under this Agreement; and,
• the credit and account processing standards and limits that TCB will apply to the processing of Merchant's Entries.

After the initial acceptance and set-up of the Merchant for TCB's provision of the Services, TCB may request that the Merchant provide updated information and supporting documentation to TCB to confirm Merchant's current business and credit status, which Merchant shall apply best efforts to deliver to TCB within three (3) business days following receipt of TCB's written request. Any failure by the Merchant to provide the information and supporting documentation requested by TCB via the application or by other means within a timely manner shall be deemed to be a material breach of this Agreement by the Merchant.

When the Merchant's application has been approved by TCB and its account with TCB has been activated, TCB shall provide the Services selected by the Merchant in its application. Merchant shall utilize and access the Services in accordance with the terms of this Agreement and the practices and procedures established by TCB and its providers for the Services which have been communicated in writing to Merchant. As part of the Merchant set-up and boarding process, TCB will provide Merchant with an administrative and gateway username and password ("Password") to access the Services which are hosted on TCB's processing system. Merchant will designate an Administrator who shall be the individual vested with the authority to determine who will be authorized to use the Services; establish separate passwords for each user; and establish limits on each user's authority to access information and conduct transactions. The merchant is responsible for the actions of its Administrator, the authority the Administrator gives others to act on the Merchant's behalf and the actions of the persons designated by the Administrator to use the Services. Merchant shall take reasonable security procedures and practices to safeguard the confidentiality of the passwords; limit access to its passwords solely to persons who have a need to know such information; closely and regularly monitor the activities of employees who access the Services; and prohibit its employees and agents from initiating entries in the Services without proper authorization and supervision and adequate security controls.

TCB will provide Merchant Services for the Entry types indicated in the Merchant set-up and boarding documentation which the Merchant wishes to utilize. TCB reserves the right to withdraw the Services provided generally to its customers including Merchant for individual Entry types from general market availability and coverage under this Agreement upon ninety (90) days prior written notice to Merchant. To the extent reasonably possible, TCB will first attempt to process an Entry in the Services as an ACH Transaction provided that the Entry fully qualifies to be processed as an ACH Transaction according to applicable NACHA Rules and TCB has received all the required information from the Image or paper check necessary to process the transaction as an ACH Transaction.

Prior to submitting an Entry to TCB for processing, the Merchant shall secure all authorizations and approvals from its Customer and deliver any notifications pertaining to that Entry which are required by the NACHA Rules and/or applicable laws and regulations. Merchant shall be responsible for the accuracy and propriety of all Entries submitted to TCB for processing. If the Merchant utilizes a scanner to create Images which are delivered to TCB for processing, the Merchant shall be solely responsible for ensuring the accuracy and completeness of the Image transmitted to TCB for processing.

Merchant acknowledges that TCB has specific processing deadlines imposed by its ODFI and the ACH operator for ACH Transactions. Files received by the deadline will be transmitted that day to the Federal Reserve Bank for settlement on the effective entry day. Files received after the deadline will be processed the next Banking Day as defined in the NACHA Rules.

In the event of any conflicts in the instructions received by TCB regarding the Merchant or any Entries relating to them, TCB may at its option and with or without notice, hold or interplead, comply with the legal process or other order, or otherwise limit access by Merchant or by TCB to the funds, Entries or proceeds thereof.

TCB may make available to Merchant end-user training to assist Merchant in understanding and using the Services and the TCB processing system. The training product(s) are provided to the Merchant for its sole internal use. In the case of proprietary courseware, TCB and its licensors reserve all ownership rights in and to the courseware materials. If any training classes are performed by TCB at the Merchant's site, the Merchant shall pay the applicable onsite training class fee quoted by TCB and the reimbursable out-of-pocket travel expenses of the TCB trainer who travels to and from the Merchant's location to deliver the training session. For online classes and learning modules provided by TCB, the Merchant shall pay the training class fee specified at the time of online class registration. If TCB offers a license which permits the Merchant to perform its own internal training classes for the personnel of the Merchant and its Customers, the Merchant shall pay the annual license fee quoted by TCB for the use of the modules licensed by the Merchant for this purpose.

Merchants may be required to maintain a reserve ("Settlement Reserve") of an amount to be determined by TCB. Merchant hereby acknowledges and agrees that any Settlement Reserve will be deposited in a TCB account for exclusive use by TCB for purposes of offsetting any Merchant obligations under this Agreement. If the Merchant's Settlement Reserve falls below the required amount, the Merchant authorizes TCB to immediately replenish the Settlement Reserve to an amount to be determined by TCB via an ACH debit to the Settlement Account or by a direct deposit to the Settlement Reserve. No interest will be paid on the Settlement Reserve. Merchant grants TCB a security interest in any Settlement Reserve so that TCB may enforce any obligation owed by Merchant under this Agreement without notice or demand to Merchant. Merchant's obligation to maintain a Settlement Reserve shall survive the termination of this Agreement.

Merchant shall immediately reimburse TCB for any returns or shortfalls that occur in Merchant's Settlement Account. TCB reserves the right in its sole discretion to debit the Settlement Account for any amounts due under this Agreement or delay the availability of funds for deposit, without prior written notice to Merchant, if TCB deems itself at financial or relative risk for all Services performed under this Agreement. Merchant hereby acknowledges and agrees that TCB shall have a right of setoff against:

• any amounts TCB is obligated to deposit into the Merchant's account, and
• any other amounts TCB may owe Merchant under this Agreement.

Merchant shall pay TCB the fees, penalties, and charges for the Products and/or Services as set forth herein, shown in the current standard published fee schedule for merchants located in the United States which has been provided to Merchant in the application for the Services, as set forth on TCB's website, or as disclosed to Merchant in any other documents or materials by TCB. All amounts are stated and due and payable in U.S. dollars and are exclusive of any taxes or other charges which may be imposed by a government entity, except for taxes due on TCB's income. For Product and Services fees invoiced by TCB directly to the Merchant, TCB reserves the right to require the Merchant's payment of these fees due under this Agreement via an ACH debit made by TCB against the Merchant's Settlement Account or other banking account. Merchant shall provide TCB with all necessary bank account, routing, and related information. TCB will deduct automatically all such fees on or about the first business day of each month for the preceding month's services. Interest shall accrue at the lesser of three (3) percent per month or the maximum amount permitted by applicable law ("Late Fee") for any fees that remain unpaid beyond any due dates. In the event of a dispute made in good faith as to the amount of fees, the Merchant agrees to remit payment on any undisputed amount(s); and the Late Fee shall not accrue as to any disputed amounts unless not paid within thirty (30) calendar days after said dispute has been resolved by both parties. Merchant shall have sixty (60) days from the payment by Merchant of any fees due under this Agreement to notify TCB of any errors in payment of fee by Merchant. If the Merchant does not notify TCB within the sixty (60) day period, the Merchant shall be deemed to have accepted without question such fee payment and may not in the future contest the amount the Merchant paid or seek reimbursement for any discrepancies. Upon receipt of notice, TCB shall have thirty (30) days to correct any errors.

TCB may increase fees payable by Merchant under this Agreement by giving Merchant a thirty (30) day advance notice.

Each party shall comply with the current NACHA Rules which apply to ACH Transactions processed under this Agreement. In addition, TCB may publish to Merchant and other merchants its own standard operating and implementation guidelines for the Services with respect to specific NACHA Rules which will govern and apply to this Agreement as if set forth herein.

As a condition to the receipt of the Confidential Information from TCB, the Merchant shall:

• not disclose in any manner, directly or indirectly, to any third party any portion of Confidential Information
• not use the Confidential Information in any fashion except to perform its obligations hereunder or with the TCB's express prior written consent
• disclose Confidential Information, in whole or in part, only to its employees and agents who need to have access thereto for the Merchant's internal business purposes
• take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and,
• take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event apply less than a reasonable standard of care to prevent disclosure.

Merchant shall comply with the security procedures described in this Agreement and in any TCB policies and procedures communicated in writing to a Merchant. Merchant acknowledges that the purpose of these security procedures is for verification of the authenticity of an Entry and not to detect an error in the transmission or content of an Entry. No security procedure for the detection of any such error has been agreed upon between TCB and Merchant. Merchant is strictly responsible to establish and maintain the procedures to safeguard against unauthorized transmissions.

Merchant understands that the password and Services access and use instructions provided hereunder are confidential and agrees to assume all risks of accidental disclosure or inadvertent or wrongful use by any third party whatsoever, whether such disclosure of use are on account of Merchant's negligence or deliberate acts. Merchant acknowledges that no person from TCB will ever ask for any password and that TCB employees do not need and should not ask for Merchant's password.

Merchant shall change its password periodically and whenever anyone who has had access to a password is no longer employed or authorized by Merchant to use the Services. TCB may require the Merchant to change its password at any time. TCB may deny access to the Services without prior notice if it is unable to confirm to its satisfaction any person's authority to access the Services or if TCB believes such action is necessary for security reasons.

Merchant acknowledges that the Services and Software provided by TCB under this Agreement incorporate trade secrets of TCB and its providers and licensors, and as such is protected by civil and criminal law. Merchant shall notify TCB immediately of the unauthorized possession, use or knowledge of any item supplied under this Agreement by any person or organization not authorized by this Agreement to have such possession, use or knowledge. TCB shall have, in addition to any other remedies available to it at law or equity, the right to seek injunctive relief enjoining any wrongful use or possession of the trade secrets contained in the Services or Software by any party. Merchant acknowledges that irreparable harm will occur to TCB in the event of such wrongful use or possession of the trade secrets contained in the Services or Software and that other remedies are inadequate.

In accordance with data privacy laws and regulations applicable to this Agreement, which may include but not be limited to the Gramm- Leach-Bliley Act ("GLBA") and the Health Insurance Portability and Accountability Act ("HIPAA"), TCB shall not disclose or permit access to or use of the non-public personal information of Merchant or its Customers made available by Merchant to TCB for any purposes other than those specifically required to fulfill TCB's contractual obligations with Merchant hereunder. In connection with providing services to the Merchant, TCB shall take all commercially reasonable steps to ensure the privacy and security of the information of the Merchant and its Customers in TCB's possession and protect against anticipated threats and hazards to the security of such information.

TCB warrants to Merchant that its Services will be performed in a professional and timely manner consistent with ACH transaction processing industry standards and per the NACHA Rules and applicable laws and regulations and any written TCB policies and procedures communicated by TCB to Merchant. If the Merchant discovers an error in the Services or Software which has been caused by TCB, the Merchant shall immediately notify TCB of the existence and details of the error. TCB shall apply commercially reasonable efforts to correct the error within a reasonable time after TCB's receipt of notification of the error.

EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. TCB DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO THE MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TCB OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF TCB'S OBLIGATIONS.

TCB does not guarantee the completeness or accuracy of the information provided from a third-party database. TCB shall have no liability to Merchant for any invalid Customer information provided by Merchant or Entries returned unpaid to Merchant. Merchant understands that certain Services are not provided by TCB, but by TCB's vendors, and that TCB shall have no liability to Merchant for any Service provided by any of its vendors or third party.

Merchant warrants that:

• All Entries submitted to TCB for processing will comply with applicable laws and regulations and the NACHA Rules pertaining to the Entries
• Merchant will comply with all laws, regulations, and the NACHA Rules applicable to Merchant's activities covered by this Agreement
• All information provided by Merchant initially in its application and supporting documentation and subsequently in all updates to its application and supporting documentation provided to TCB is valid, complete, accurate and up to date
• The individual signing and submitting this Agreement, the application for purchase of the Services from TCB, and all future updates to the application and supporting documentation has the legal authority to make and bind Merchant to the agreements, warranties and commitments stated in this Agreement and the submitted application on Merchant's behalf.
• It is TCB's corporate policy not to knowingly provide Services for any person or organization whose use of the Services involves or pertains to any activity which is illegal under U.S. law or involves an activity or business with which TCB declines to accept and conduct business generally ("Excluded Activity or Activities"). Merchant warrants that it will not conduct any Excluded Activities, which include but are not limited to the following:

TCB may publish to its customers from time to time a more detailed and comprehensive list of businesses and activities which TCB includes within the scope of Excluded Activities. TCB reserves the right to reject any proposed Customer account or to refuse to process a transaction for a Customer that TCB deems, in its sole discretion, may use the Processing Services in conjunction with any Excluded Activity. If TCB discovers after accepting a Customer account that the Customer is utilizing the Processing Services in conjunction with an Excluded Activity, TCB may immediately terminate its provision of Processing Services to that Customer upon written notice to the Customer.