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Today, the leader in legal technology is born. Learn more →

AffiniPay
Company

Discover

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About Us

Empowering professionals to pursue their passion.

View our story

Our People

Meet the team that's empowering 150,000+ entrepreneurs to do what they're mean
to do.

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Newsroom

Company updates, new partnerships announcements, industry awards, and more.

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Careers
Products

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LawPay

The faster, easier, more secure way for lawyers to get paid.

Explore LawPay

CPACharge

Online payments and reporting designed for accountants.

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ClientPay

Trusted by everyone from architects to interior designers.

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Affinipay for Associations

Streamlining operations for associations and nonprofits.

Explore Associations

MedPay

How medical professionals get paid.

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MyCase

Legal case management software for unparalleled productivity.

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Soluno

Cloud accounting & billing designed to optimize law firms.

Explore Soluno

CASEpeer

#1 Rated software for personal injury law firms.

Explore CASEpeer

Docketwise

Prepare and manage immigration cases with ease.

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Woodpecker

Create Word-based legal documents in a snap.

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Developers

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Quickstart Guide

Learn how to integrate our payment platform with your website or application.

View the Guide

API Docs

Explore what operations you can perform using AffiniPay’s API.

Explore the Docs

Merchant Referral Program

Become an AffiniPay partner and extend our platform to your professionals.

Start a Referral

About Us

Empowering professionals to pursue their passion.

View our story

Our People

Meet the team that's empowering 150,000+ entrepreneurs to do what they're mean
to do.

Meet the team

Newsroom

Company updates, new partnerships announcements, industry awards, and more.

Read the Latest

Careers
Products

LawPay

The faster, easier, more secure way for lawyers to get paid.

Explore LawPay

CPACharge

Online payments and reporting designed for accountants.

Explore CPACharge

ClientPay

Trusted by everyone from architects to interior designers.

Explore ClientPay

Affinipay for Associations

Streamlining operations for associations and nonprofits.

Explore Associations

MedPay

How medical professionals get paid.

Explore MedPay

MyCase

Legal case management software for unparalleled productivity.

Explore MyCase

Soluno

Cloud accounting & billing designed to optimize law firms.

Explore Soluno

CASEpeer

#1 Rated software for personal injury law firms.

Explore CASEpeer

Docketwise

Prepare and manage immigration cases with ease.

Explore Docketwise

Woodpecker

Create Word-based legal documents in a snap.

Explore Woodpecker

Developers

Quickstart Guide

Learn how to integrate our payment platform with your website or application.

View the Guide

API Docs

Explore what operations you can perform using AffiniPay’s API.

Explore the Docs

Merchant Referral Program

Become an AffiniPay partner and extend our platform to your professionals.

Start a Referral

Product Support
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* AffiniPay Service Agreement
* Financial Service Terms

* Adyen Addendum
Agreement for Affirm Services
Synovus Bank/Priority Payments Addendum
* AffiniPay Users Guide
* Privacy Policy
* California Consumer Privacy Act
* Cookie Policy
* Accessibility Statement

AFFINIPAY SERVICES AGREEMENT

Effective Date: 29th August, 2022

This AffiniPay Services Agreement (this “Agreement”) is a legal agreement
between you (“Customer,” “you” or “your”) and AffiniPay, LLC (d/b/a LawPay,
CPACharge, ClientPay, ClientCredit, and MedPay) (“AffiniPay,” “we,” “our” or
“us”). As used in this Agreement, the “Service” and the “Services” refers to
AffiniPay’s payment processing services, as well as our website, any software,
programs, documentation, tools, hardware, internet-based services, components,
and any updates (including software maintenance, service information, help
content, bug fixes or maintenance releases) thereto provided to you by
AffiniPay, directly or indirectly. To use the Services, you must agree to all
the terms of this Agreement.

This Agreement incorporates by reference all policies, notices, and other
content that appear on our website at www.affinipay.com (collectively, the
“Website”). You should specifically review the User Guide posted on our Website
(the “User's Guide”), which is hereby incorporated by reference and is made a
part of this Agreement. Capitalized terms used but not defined herein have the
meanings set forth in Appendix A.

1. Your Relationship with AffiniPay and with Others

The Services allow you to receive payments by card and bank transfer from
persons or entities (“Purchasers”) who wish to pay you for goods, services,
deposits or other transactions authorized by Network Rules. Neither AffiniPay,
nor any Bank, is a party to these transactions.

For payments by card, AffiniPay initiates the payment process by providing
information, directly or indirectly, to the Networks. The Bank is obligated to
pay you under both (a) the provisions of its agreement with AffiniPay, and (b)
Network Rules that make the Bank responsible for settling with you as a
merchant. For payments by bank transfer, AffiniPay initiates the Automated
Clearing House (“ACH”) payment process by providing information to the Bank
through the National Automated Clearing House Association (“NACHA”).

You acknowledge and agree that, from time to time, another person or entity may
submit or modify transactions on your behalf, including, without limitation,
owners, principals, employees, officers, accountants or other designated third
parties. Such a person or entity is referred to herein as an “Account
Administrator.” You agree that all actions of an Account Administrator will be
deemed to be your actions under this Agreement, and you accept full
responsibility and liability for any and all acts and/or omissions of an Account
Administrator.

2. Limitations on AffiniPay’s and Others’ Responsibility

Use of our Services in no way represents any endorsement by AffiniPay or any
Network, of any user's existence, legitimacy, ability, policies, practices, or
beliefs. AffiniPay does not have control of, or liability for, goods or services
that are paid for via the Services.

3. Our Fees

AffiniPay charges transaction processing fees to you for using the Services, as
well as certain other fees, as set forth on the Pricing Addendum attached hereto
as Appendix B, which is a part of this Agreement. These fees (the “Fees”) are
debited from your bank account(s) or netted against other funds due to you, but
you agree to pay the Fees regardless of whether there are funds due to you or
there is sufficient money in your bank account for us to debit. Subject to the
terms of this Agreement, Network Rules, and Law, we reserve the right to change
our Fees at any time upon notice to you. By continuing to use the Services, you
consent to the change in Fees. To withdraw your consent, you must close your
Account.

4. E-Sign Disclosure and Consent
1. Consent to Electronic Disclosures and Notices. By registering for an
AffiniPay account, you agree and consent to receive electronically all
communications, agreements, documents, notices and disclosures
(collectively, “Communications”) that we provide in connection with your
AffiniPay Account and your use of the Services. You also agree that your
electronic consent will have the same legal effect as a physical
signature.
2. Methods of Delivery. You agree that AffiniPay can provide Communications
regarding the Services to you through our Website, or by sending
Communications to the email or physical addresses identified in your
Account. Communications may include notifications about your Account,
changes to the Services, or other information we are required to provide
to you. You also agree that electronic delivery of a Communication has
the same legal effect as if we provided you with a physical copy. We
will consider a Communication to have been received by you within 24
hours of the time a Communication is either posted to our Website or
emailed to you.
3. Requirements for Delivery. You will need a computer or mobile device,
Internet connectivity, and an updated browser to access the Website and
review the Communications provided to you. If you are having problems
viewing or accessing any Communications, please contact us and we can
find another means of delivery.
4. Text Messages. You authorize us to provide Communications to you via
text message to allow us to verify your or your representative’s
authority to use the Services (such as through two-step verification),
and to provide you with other time-sensitive notifications regarding the
Services. Standard text or data charges may apply to such
Communications. Where offered, you may disable text message
notifications by following instructions provided in the message.
However, by disabling text messaging, you may be disabling important
security controls relating to the Services and may increase your risk of
loss.

5. Compliance with Law; Prohibited Businesses and Activities. You must comply
with all Laws and Network Rules in your use of the Services. You may not use
the Services to enable any person (including you) to operate or otherwise
benefit any activities AffiniPay has identified as a prohibited business or
activity (collectively, “Prohibited Businesses”), as posted on our Website
from time to time. Prohibited Businesses include use of the Services for
personal, family or household purposes or in or for the benefit of a
country, organization, entity, or person embargoed or blocked by the United
States government, including those on sanctions lists identified by the
United States Office of Foreign Asset Control (OFAC). Please review the list
of Prohibited Businesses thoroughly before registering for and opening an
Account. If you are uncertain whether a category of business or activity is
prohibited or have questions about how these restrictions apply to you,
please contact us. We may add to or update the Prohibited Business List at
any time. In addition, you may not allow, and may not allow others to: (a)
access or attempt to access non-public AffiniPay systems or Sensitive Data;
(b) copy, reproduce, republish, upload, post, transmit, resell, or
distribute in any way, any Sensitive Data, content, or any part of the
Services or our Website except as expressly permitted by this Agreement and
Law; (c) act as master merchant, payment facilitator, service bureau or
pass-through agent for the Services on behalf of any other person or entity;
(d) transfer any rights granted to you under this Agreement; (e) work around
any of the technical limitations of the Services or enable functionality
that is disabled or prohibited; (f) reverse engineer or attempt to reverse
engineer the Services except as expressly permitted by Law; (g) perform or
attempt to perform any actions that would interfere with the normal
operation of the Services or affect use of the Services by our other users;
or (h) impose an unreasonable or disproportionately large load on the
Services.
6. Your License

AffiniPay grants you a limited, non-exclusive, revocable, non-transferable
license, without the right to sublicense, to electronically access and use the
Services and API solely to for the purposes contemplated by this Agreement.

You may not, nor may you permit any third party to, do any of the following: (a)
access or monitor any material or information on any AffiniPay system using any
manual process or robot, spider, scraper, or other automated means; (b) alter,
modify, create derivative works, publicly display, republish, upload, post,
transmit, resell or distribute in any way material or information from
AffiniPay; (c) permit any third party to use and benefit from the Services via a
rental, lease, timesharing, service bureau or other arrangement; or (d) perform
or attempt to perform any actions that would interfere with the proper working
of otherwise use the Services except as expressly allowed under this Agreement.

7. Our Intellectual Property Rights

We reserve all rights not expressly granted to you in this Agreement. The
Services are protected by copyright, trade secret and other intellectual
property Laws. AffiniPay owns the title, copyright and other worldwide
intellectual property rights in the Services and all copies of the Services.
This Agreement does not grant you any rights to AffiniPay’s trademarks or
service marks, nor may you remove, obscure, or alter any of AffiniPay’s
trademarks or service marks included in the Services.

You may choose to, or we may invite you to, submit comments or ideas about the
Services, including about how to improve the Services or our products
(“Feedback”). By submitting Feedback, you agree that your disclosure is
gratuitous, unsolicited and without restriction and will not place AffiniPay
under any fiduciary or other obligation, and that we are free to use the
Feedback without any additional compensation to you, and/or to disclose the
Feedback on a non-confidential basis or otherwise to anyone. You further
acknowledge that, by acceptance of your submission, AffiniPay does not waive any
rights to use similar or related ideas previously known to AffiniPay, or
developed by its employees, or obtained from sources other than you.

8. Privacy Policy

By accepting this Agreement, you acknowledge that you have read, understood and
accepted our Privacy Policy.

9. Security
1. AffiniPay Security. AffiniPay represents and warrants that it is a
certified PCI Level 1 service provider and will comply with the
applicable provisions of the PCI-DSS, and AffiniPay will provide you
with its PCI-DSS Attestation of Compliance upon request. You acknowledge
and agree that User Data and Sensitive Data is transmitted with the
understanding that any security measures we provide may not be
appropriate or adequate for your specific business, and you agree to
implement security controls that meet your specific requirements.
2. Customer Security. You are solely responsible for the security of any
Sensitive Data in your possession, or that you are otherwise authorized
to access or handle. You will comply with applicable Security Standards
when handling or maintaining Sensitive Data, and will provide evidence
of your compliance to us upon our request. If you do not provide
evidence of such compliance to our satisfaction, we may suspend your
Account or terminate this Agreement. You will notify us within 24 hours
if you have any reason to believe that there has been a security breach,
leak, loss, or compromise of Sensitive Data on your systems or the
systems of parties acting as your vendor (a “Data Incident”). In the
event of any Data Incident (whether reported by you or otherwise), we
may require you to permit a third-party auditor approved by us to
conduct a security audit of your systems and facilities, and you must
fully cooperate with any requests for information or assistance that the
auditor makes to you as part of the security audit. The auditor will
issue a report to us, which we may share with Networks and Banks. In our
sole discretion, we may take any action, including suspension of your
Account, to maintain the integrity and security of the Services, or to
prevent harm to you, us, Banks, Networks, Purchasers, or other third
parties. You waive any right to make a claim against us for losses you
incur that may result from such actions we may take to prevent such
harm.
3. Confidentiality. AffiniPay will only use User Data to perform the
Services or as otherwise permitted by this Agreement, by other
agreements between you and us, or as otherwise directed or authorized by
you. You will protect all Sensitive Data you receive through the
Services, and you may not disclose or distribute any such Sensitive
Data, and you will only use such Sensitive Data in conjunction with the
Services and as permitted by this Agreement or by other agreements
between you and us.

10. Registering for Use of Payment Processing Services

You must register with AffiniPay to use the Services. To register, you
provide information, including email address and a self-selected password,
in order to create an AffiniPay account (“Account”). You are responsible
for maintaining the secrecy and security of your Account access credentials
and for any use of or action taken under them. We also offer an application
programming interface (the “API”) that allows you to retrieve information
from, or submit requests to, AffiniPay. When you register for an Account,
you may be asked for financial information, or information we use to
identify you, your representatives, principals, officers, directors,
managers, owners, beneficial owners, and other persons or entities
associated with your Account. We may share information about your AffiniPay
Account with Networks, Banks, and other service providers, or use such
information on our own behalf, in order to verify your eligibility to use
the Services, establish any necessary accounts or credit with Networks and
Banks, monitor Charges and other activity, and conduct risk management and
compliance reviews. We will review and may conduct further intermittent
reviews of your Account information to determine that you are eligible to
use the Services. You authorize us and our Affiliates to obtain from third
parties financial and credit information relating to you in connection with
our determination whether to accept this Agreement and our continuing
evaluation of your financial and credit status.

11. Additional Terms

Your use of the Services may be subject to additional terms that apply between
you and one or more of AffiniPay, an AffiniPay affiliate, and a Bank (the
“Additional Terms”). The current Additional Terms are provided in Appendix C. By
using the Services, you agree to the applicable Additional Terms, including
those that separately bind you with processors, Networks and/or Banks.
Additionally, a Bank or Network may enforce the terms of this Agreement directly
against you. We may add or remove Banks and Networks at any time. The Additional
Terms may also be amended from time to time. Your continuing use of the Services
constitutes your consent and agreement to such additions, removals and
amendments, and your use of any new Services constitutes your consent to any
applicable Additional Terms relating to those Services.

12. Security Interest
1. Clearing Funds. All funds resulting from Charges are held in pooled
clearing accounts (the “Clearing Accounts”) with our banking partners.
We will settle funds to and from the Clearing Accounts in the manner
described in this Agreement; however, you have no rights to the
Clearing Accounts or to any funds held in the Clearing Accounts, you
are not entitled to draw funds from the Clearing Accounts, and you will
not receive interest from funds maintained in the Clearing Accounts.
2. Reserves. We may withhold funds by temporarily suspending or delaying
payouts to you and/or designate an amount of funds that you must
maintain in bank accounts associated with your Account or in a separate
reserve account with a Bank (a “Reserve”) to secure the performance of
your obligations to us. We may require a Reserve for any reason related
to your use of the Services. The Reserve will be in an amount as
reasonably determined by us to cover potential losses relating to your
Account. We may raise, reduce or remove the Reserve at any time, in our
sole discretion, based on your payment history, a credit review, or
otherwise as we, Banks, or our processing partners may determine or
require. We may fund the Reserve from any funding source associated
with your Account, including any funds due to you, or available in your
bank account.
3. Security Interests. You grant us a lien and security interest in all
Reserves and funds for transactions that we process for you, including
funds that we deposit into your Settlement Accounts, as well as funds
held in any other bank accounts to which such transaction funds are
deposited or transferred. This means that if you have not paid funds
that you owe to us, your Purchasers, or to any of our affiliates, we
have a right superior to the rights of any of your other creditors to
seize or withhold funds owed to you for transactions that we process
through the Services, and to debit or withdraw funds from any bank
account associated with your Account (including your Settlement
Accounts). Upon our request, you will execute and deliver any documents
and pay any associated fees we consider necessary to create, perfect,
and maintain a security interest in such funds (such as the filing of a
form UCC-1). Notwithstanding the foregoing, AffiniPay does not, and
will not, take any lien or security interest in any Trust Accounts in
which you are prohibited by Law or ethical codes of conduct enforced by
your state bar association (if applicable) from granting any security
interest.
4. Collection and Set-Off Rights. You agree to pay all amounts owed to us
on demand. Your failure to pay amounts owed to us under this Agreement
is a breach and you will be liable for any costs we incur during
collection in addition to the amount you owe. Collection costs may
include, attorneys’ fees and expenses, costs of any arbitration or
court proceeding, collection agency fees, any applicable interest, and
any other related costs. Where possible, we will first attempt to
collect or set-off amounts owed to us from balances in your Accounts
from your use of the Services or from funds that we hold in Reserve.
However, we may collect any amounts you owe us under this Agreement by
deducting or setting-off amounts that you owe from the AffiniPay
account balance (or debiting the Settlement Account for such AffiniPay
account) for any AffiniPay account that we determine, acting
reasonably, is associated with your Account. Similarly, we may deduct
or set-off amounts from your Account balance (or debit your Settlement
Accounts) in order to collect amounts owed to us in relation to such
associated AffiniPay accounts. Notwithstanding the foregoing, we will
not, in any event, debit a Trust Account.
5. Guarantees. We may require a personal or other guarantee (a
“Guarantee”) from your principal, owner, or other guarantor, in the
form attached hereto as Appendix D. A Guarantee consists of a legally
binding promise by an individual or an entity to pay any amounts the
user owes in the event that you are unable to pay. Unless we choose, in
our sole discretion, to waive the Guarantee requirement, if you are
unable to provide a Guarantee, then you will not be permitted to use
the Services.

13. Termination
1. Termination by AffiniPay. We may terminate this Agreement and close
your Account for any reason or no reason at any time upon notice to
you. We may also suspend the Services and instruct the Bank to suspend
access to your Account (including the funds in your Account) if you (i)
have violated the terms of the AffiniPay’s policies or this Agreement,
(ii) pose an unacceptable credit or fraud risk to us, or (iii) provide
any false, incomplete, inaccurate, or misleading information or
otherwise engage in fraudulent or illegal conduct.
2. Termination by Customer. You may terminate this Agreement by closing
your Account at any time upon thirty days’ notice to us. When you close
your Account, any pending transactions will be cancelled. Any funds
that the Bank holding in custody for you at the time of closure, less
any applicable Fees, will be paid out to you according to your payout
schedule, assuming all payout-related authentication requirements have
been fulfilled. If an investigation is pending at the time you close
your Account, the Bank may hold your funds as described herein. If you
are later determined to be entitled to some or all of the funds in
dispute, the Bank will release those funds to you.
3. Effect of Termination. If this Agreement is terminated or your Account
is closed, you agree: (i) to continue to be bound by this Agreement
(except as otherwise specifically provided in this Agreement); (ii) to
immediately stop using the Services and to remove all card logos from
your website and wherever else they are displayed; (iii) that the
licenses provided under this Agreement are terminated; (iv) that we
reserve the right (but have no obligation) to delete all of your
information and Payment Data in our possession; and (v) that we will
not be liable to you or any third party for termination of access to
the Services, deletion of your information or Payment Data, or export
of your information or Payment Data. We will not be liable to you for
compensation, reimbursement, or damages in connection with any
termination or suspension of the Services. Any termination of this
Agreement does not relieve you of any obligations to pay any Fees or
costs accrued prior to the termination and any other amounts owed by
you to us as provided in this Agreement.

14. Indemnity

You will indemnify, defend and hold us and our banks, processors and partners
harmless (and our and their respective employees, directors, agents, affiliates
and representatives) from and against any and all claims, costs, losses,
damages, judgments, tax assessments, penalties, interest, and expenses
(including reasonable attorneys' fees) arising out of any claim, action, audit,
investigation, inquiry, or other proceeding instituted by a third party person
or entity that arises out of or relates to: (a) any actual or alleged breach of
your representations, warranties, or obligations set forth in this Agreement,
including any violation of our policies or the Network Rules; (b) your wrongful
or improper use of the Services; (c) any Charge submitted by you through the
Services (including the accuracy of any product information that you provide or
any claim or dispute arising out of products or services offered or sold by
you); (d) any Fees, Fines, Disputes, Refunds, Reversals, or any other liability
we incur that results from your use of the Services; (e) your violation of any
third-party right, including any right of privacy, publicity rights or
intellectual property rights; (f) your violation of any Laws; (g) any other
party's access and/or use of the Services with your unique username, password or
other appropriate security code; or (h) all fraudulent transactions related to
any Data Incident and all costs incurred by any indemnified party as a result of
such Data Incident.

15. Representations and Warranties

By accepting the terms of this Agreement, you represent, warrant and agree that:
(a) you are eligible to register and use the Services and have the authority to
execute, and perform the obligations required by, this Agreement; (b) any
information you provide us about your business, products, or services is
accurate and complete; (c) any Charges represent a transaction for permitted
products, services, or donations, and any related information accurately
describes the transaction; (d) you will fulfill all of your obligations to your
Purchasers and will use best efforts to resolve all Disputes with them; (e) you
will comply with all Laws; (f) your employees, contractors and agents will at
all times act consistently with the terms of this Agreement; (g) you will not
use the Services for personal, family or household purposes, for peer-to-peer
money transmission, or intercompany Transactions; and (h) you will not use the
Services, directly or indirectly, for any fraudulent or illegal undertaking, or
in any manner that interferes with the normal operation of the Services.

16. Disclaimer of Warranties by AffiniPay

WE PROVIDE THE SERVICES AND API “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS,
IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE.
NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY AFFINIPAY OR
OBTAINED BY YOU FROM OR THROUGH THE SERVICES (WHETHER ORAL OR WRITTEN) CREATES
OR IMPLIES ANY WARRANTY FROM AFFINIPAY TO YOU.

AFFINIPAY DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (A) THE ACCURACY,
RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (B) THAT
THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (C) THAT
THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL
FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (D) THAT AFFINIPAY WILL
CORRECT ANY DEFECTS OR ERRORS IN THE SERVICES, API, DOCUMENTATION, OR DATA; OR
(E) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU
ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER
LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT AFFINIPAY
MAKES NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT
SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE
APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF
ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO
WOULD CONTRAVENE THAT LAW OR CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

17. Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AFFINIPAY, ITS
PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE
AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY
INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF, THE
SERVICES OR YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS. UNDER NO
CIRCUMSTANCES WILL AFFINIPAY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY
RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE
SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFFINIPAY, ITS PROCESSORS, THE NETWORKS,
AND ANY BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND
EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES,
OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY
NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) ANY
UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF ACCESS TO THE
SERVICES, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT,
REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION
BEYOND OUR CONTROL; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY
BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR
OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE
USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE
THROUGH THE SERVICES; AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR
ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT WILL AFFINIPAY, ITS PROCESSORS,
AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE
AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY
CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN
AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF
THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION
APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AFFINIPAY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO
THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

18. Disputes; Arbitration

If a Dispute of any kind arises, we want to understand and address your concerns
quickly and to your satisfaction. Please contact AffiniPay support with any
Dispute. If we cannot resolve your concerns, we agree to an informal Dispute
resolution process requiring individual arbitration.

You and AffiniPay agree to arbitrate all Disputes. Notwithstanding the
foregoing, (a) AffiniPay may choose to pursue a claim in court, or may assign
your account for collection, and the we or a collection agency may pursue in any
court of competent jurisdiction any claim that is strictly limited to the
collection of past due amounts and any interest or cost of collection permitted
by Law or this Agreement, and (b) each party will have a right to seek
injunctive or other equitable relief in a court of law.

ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS;
CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND
CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING
YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS
ACTION AGAINST AFFINIPAY. If any provision of this arbitration agreement is
found unenforceable, the unenforceable provision will be severed, and the
remaining arbitration terms will be enforced (but in no case will there be a
class arbitration). All Disputes will be resolved finally and exclusively by
binding individual arbitration with a single arbitrator administered by the
American Arbitration Association (www.adr.org) (“AAA”) according to this
provision and the applicable arbitration rules. A form for initiating
arbitration proceedings is available on the AAA's website at www.adr.org. The
Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Any arbitration
hearing relating to this Agreement will occur in Austin, Texas. You or AffiniPay
may elect to have the arbitration conducted by telephone or based solely on
written submissions, which election will be binding on you and AffiniPay subject
to the arbitrator's discretion to require an in-person hearing, if the
circumstances warrant. Attendance at an in-person hearing may be made by
telephone by you or by AffiniPay, unless the arbitrator requires otherwise. The
arbitrator's award will be binding on the parties and may be entered as a
judgment in any court of competent jurisdiction. Payment of all filing,
administration, and arbitrator fees will be governed by the AAA's rules, but if
you are unable to pay any of them, AffiniPay will pay them for you. In addition,
AffiniPay will reimburse all such filing, administration, and arbitrator fees
and costs for claims totaling less than $75,000 unless the arbitrator determines
the claims are frivolous. Likewise, AffiniPay will not seek its attorneys' fees
or costs in arbitration unless the arbitrator determines your claims or defenses
are frivolous. In the event the arbitrator determines the claims you assert in
the arbitration are frivolous, you agree to reimburse AffiniPay for all fees
associated with the arbitration paid by AffiniPay on your behalf that you
otherwise would be obligated to pay under the AAA's rules. For purposes of this
arbitration provision, references to you and AffiniPay also include respective
subsidiaries, affiliates, agents, employees, predecessors, successors and
assigns as well as authorized users of the Services. Subject to, and without
waiver of, the arbitration provisions above, you agree that any judicial
proceedings will be brought in and you hereby consent to the exclusive
jurisdiction and venue in the state courts in Travis County, Texas, or federal
court for the Western District of Texas located in Travis County, Texas.

19. Governing Law

This Agreement and any Dispute will be governed by Texas law and/or applicable
federal law (including the Federal Arbitration Act) as applied to agreements
entered into and to be performed entirely within Texas, without regard to its
choice of law or conflicts of law principles that would require application of
law of a different jurisdiction.

20. Limitation on Time to Initiate a Dispute.

Unless otherwise required by Law, you must commence any action or proceeding
relating to any Dispute within one (1) year after the occurrence of the event
giving rise to such Dispute.

21. Assignment

You may not assign this Agreement, any rights or licenses granted in this
Agreement, or operation of your Account to others without our prior written
consent, which may be granted or withheld at our sole discretion. If you wish to
make such an assignment, please contact us. If we consent to the assignment, the
assignee must agree to assume all of your rights and obligations owed by you
related to the assignment, and must agree to comply with the terms of this
Agreement. AffiniPay may assign this Agreement without your consent or any other
restriction.

22. No Agency; Third Party Services

Except as expressly stated in this Agreement, nothing in this Agreement serves
to establish a partnership, joint venture, or other agency relationship between
you and us, or with any Network. Each party to this Agreement, and each Network,
is an independent contractor. Neither you nor we have the ability to bind a
third party to any contract or obligation, and neither party will represent that
you or we have such an ability.

We may reference or provide access to third-party services, products, and
promotions that use, integrate, or provide ancillary services to the Services
(“Third-Party Services”). These Third-Party Services are provided for your
convenience only and do not constitute our approval, endorsement, or
recommendation of any such Third-Party Services for you. You access and use any
Third-Party Services based on your own evaluation and at your own risk. You
understand that your use of any Third-Party Services is not governed by this
Agreement. If you decide to use any Third-Party Services, you will be
responsible for reviewing, understanding and accepting the terms and conditions
associated with such use. We expressly disclaim all responsibility and liability
for your use of any Third-Party Services. Please also remember that when you use
a Third-Party Services, our Privacy Policy is no longer in effect. Your use of a
Third-Party Services, including those that have a link on our Website, is
subject to that Third-Party Service’s own terms of use and privacy policies.

You may automatically be enrolled in the “AffiniPay Network,” a group of
merchants, billers, banks, insurance companies, accounts payable vendors,
financing providers, and other payors. The AffiniPay Network allows Purchasers
to automate and accelerate payments to you using the AffiniPay Services, rather
than relying on paper checks. In order to allow payments via the AffiniPay
Network, AffiniPay may share your payment address and other relevant business
information with other AffiniPay Network members. Notwithstanding the foregoing,
AffiniPay may prohibit, or otherwise limit, participation in, the AffiniPay
Network for any reason or no reason. If you wish to opt-out of participation in
the AffiniPay Network, please contact us. Payments from Purchasers to you
through the AffiniPay Network may be made via virtual card, e-check, or other
method, and will be processed using the AffiniPay Services in accordance with
the terms and conditions of this Agreement. You acknowledge and agree that
payments made through the AffiniPay Network will be subject to the same Fees
(including processing fees and transaction fees) as other payments of the same
type (card or e-check, for example), as set forth in Appendix B, and you agree
to pay such Fees in accordance with Section 3, even if such payments could have
been made via another method (paper check, for example).

23. Amendment

This Agreement and the Privacy Policy may be amended by AffiniPay upon notice to
you. Notwithstanding the foregoing, in the event the terms of this Agreement or
the Privacy Policy must be amended pursuant to a change required by the Network
Rules or to comply with Law, such amendment may be effective sooner. AffiniPay
may change, delete, discontinue, or impose conditions on use of the Services by
posting such changes on the Website, via mail or email, or through other means
pursuant to which we deliver you Communications. Your use of the Services or API
after we publish any such changes on our Website or otherwise communicate such
changes to you, constitutes your acceptance of the terms of the modified
Agreement. You can access a copy of the current terms of this Agreement on our
Website at any time.

24. Other Provisions

This Agreement and all policies and procedures that are incorporated by
reference constitute the entire agreement between you and AffiniPay for
provision and use of the Services. Except where expressly stated otherwise in a
writing executed between you and AffiniPay, this Agreement will prevail over any
conflicting policy or agreement for the provision or use of the Services. This
Agreement sets forth your exclusive remedies with respect to the Services. If
any provision or portion of this Agreement is held to be invalid or
unenforceable under Law, then it will be reformed and interpreted to accomplish
the objectives of such provision to the greatest extent possible, and all
remaining provisions will continue in full force and effect.

The rights and remedies of the parties under this Agreement are cumulative. The
failure of either party to enforce any provision of this Agreement will not
constitute a waiver of that party’s rights to subsequently enforce the
provision.

The heading titles preceding the text of Sections and Subsections included in
this Agreement are for convenience only and will not be deemed part of this
Agreement. The use of the terms “including” or “include” will in all cases mean
“including, without limitation” or “include, without limitation” respectively.
The word “or” is not exclusive. Reference to any person or entity includes their
successors and assigns to the extent such successions and assignments are
effective in accordance with the terms of this Agreement. References to a Law
means such Law as amended from time to time and includes any successor Law
thereto. Unless the context requires otherwise, the use of the terms
“hereunder,” “hereof,” “hereto” and words of similar import will refer to this
Agreement as a whole and not to any particular Section, Subsection, paragraph or
clause of this Agreement.

25. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose
of this Agreement will survive and remain in effect in accordance with its terms
upon the termination of this Agreement.

26. eCheck Terms and Conditions

If you are using our eCheck or other ACH, electronic check or other check
processing services, you agree to the following additional terms and conditions:

1. Acknowledgments. In addition to our other rights set forth in this
Agreement, you acknowledge and agree that:
* You will authorize us to initiate any and all debit or credit ACH entries
(“Entries”), and we will not originate any Entries on your behalf without
your authorization;
* You will comply with NACHA Network Rules;
* You will not initiate or request that we initiate any Entries that that
violate Law;
* You have not restricted the types of Entries that we may initiate, though
we may restrict the types, volumes, or amounts of Entries at our
discretion;
* We may terminate this Agreement, or suspend the initiation of Entries for
your violation of (or if we have reason to suspect that you have violated)
NACHA Network Rules; and
* We have the right to audit your compliance with the terms of this
Agreement and NACHA Network Rules.
2. Representations and Warranties Regarding Authorization. You represent and
warrant with respect to all Entries originated by you that (1) each
counterparty whose account is being debited/credited (a “Receiver”) has
authorized the debiting and or crediting of its account, (2) each Entry is
for an amount agreed to by the Receiver, and (3) each Entry is in all other
respects properly authorized.

Appendix A
Glossary

“AAA” is defined in Section 18 of this Agreement.

“Account” is defined in Section 10 of this Agreement.

“Account Administrator” is defined in Section 1 of this Agreement.

“ACH” is defined in Section 1 of this Agreement.

“Additional Terms” is defined in Section 11 of this Agreement.

“AffiniPay” is defined in the first sentence of this Agreement.

“AffiniPay Data” means details of the transactions that are transmitted through
the AffiniPay systems and infrastructure, information used in fraud detection
and analysis, aggregated or anonymized information generated from the Services,
and any other information created by or originating from AffiniPay or the
Services.

“AffiniPay Network” is defined in Section 24 of this Agreement.

“Agreement” is defined in the first sentence hereof.

“API” is defined in Section 10 of this Agreement.

“Bank” means a financial institution that is authorized by a Network to enable
the use of a Payment Method by accepting Charges on behalf of the Networks, and
routing these Charges to the Networks, including any entity acting on behalf of,
or sponsored by, such a financial institution for the purposes of routing such
Charges to the Networks.

“Charge” means a credit or debit instruction to capture funds from an account
that a Purchaser maintains with a bank or other financial institution in
connection with a Transaction.

“Chargeback” means an instruction initiated by a Purchaser or the Purchaser’s
bank for the return of funds for an existing Charge (including a chargeback or
dispute on a Network).

“Clearing Accounts” is defined Section 12(a) of this Agreement.

“Communications” is defined in Section 4(a) of this Agreement.

“Customer” is defined in the first sentence of this Agreement.

“Data Incident” is defined in Section 9(b) of this Agreement.

“Dispute” means any claim, controversy or dispute (whether involving contract,
tort, equitable, statutory or any other legal theory) between you and AffiniPay,
including, but not limited to, any claims relating in any way to this Agreement
(including its breach, termination and interpretation), any other aspect of our
relationship, AffiniPay advertising, and any use of AffiniPay software or
Services. “Disputes” also include any claims that arose before this Agreement
and that may arise after termination of this Agreement.

“Entries” is defined in Section 26 of this Agreement.

“Feedback” is defined in Section 7 of this Agreement.

“Fees” is defined in Section 3 of this Agreement.

“Fine” means any fines, levies, or other charges imposed by us, a Network or a
Bank, caused by your violation of Network Rules, Law or this Agreement, or as
otherwise imposed pursuant to Network Rules.

“Guarantee” is defined in Section 12(e) of this Agreement.

“Law(s)” means all applicable federal, state or local court orders, laws,
regulations, codes, rules or guidelines imposed by law, any competent government
authority, governing body or regulator in each country and jurisdiction
applicable to either party’s business and your use of the Services and API.

“NACHA” is defined in Section 1 of this Agreement.

“Network” means the provider of a Payment Method, such as Visa Inc. (“Visa”),
MasterCard Inc. (“MasterCard”), American Express Corporation (“American
Express”), Discover Financial Services (“Discover”), NACHA, any affiliate
thereof, or other payment card networks, associations, or companies.

“Network Rules” means the guidelines, bylaws, rules, and regulations imposed by
the Networks that operate Payment Methods supported by AffiniPay (including the
Network Rules for the Visa, Mastercard, Discover and American Express Networks
and NACHA).

“Our” is defined in the first sentence of this Agreement.

“Payment Data” means Payment Method account details for a Purchaser, and
includes, with respect to credit and debit cards, any of the cardholder’s name,
account number, card expiration date, zip code, CAV2, CVC2, CVN2, CVV2, or CID,
information communicated to or by Network or Bank, financial information
specifically regulated by Law and Network Rules, and any other information used
with the Services to complete a Charge or other transaction.

“Payment Method” means a type of payment method that AffiniPay accepts as part
of the Payment Processing Services, such as credit card, debit card, and ACH.

“PCI-DSS” means the Payment Card Industry Data Security Standard and, if
applicable, the Payment Application Data Security Standards (“PA-DSS”)
promulgated by the PCI Security Standards Council.

“Personal Data” means information that identifies a specific living person and
is transmitted to or accessible through the Services.

“Prohibited Businesses” is defined in Section 5 of this Agreement.

“Purchasers” is defined in Section 1 of this Agreement.

“Receiver” is defined in Section 26 of this Agreement.

“Refund” means an instruction initiated by you to return funds to a Purchaser
for an existing Charge.

“Reserve” is defined in Section 12(b) of this Agreement.

“Reversal” means an instruction initiated by a Network, a Bank or us to return
funds for an existing Charge. Reversals may result from (i) invalidation of a
charge by a Network or a Bank, (ii) funds settled to you in error or without
authorization, or (iii) submission of a Charge in violation of the applicable
Network Rules or this Agreement.

“Security Standards” means, collectively, the PCI-DSS and all rules,
regulations, standards or guidelines adopted or required by the Networks or the
PCI Security Standards Council relating to privacy, data security and the
safeguarding, disclosure and handling of Payment Data, including, but not
limited to, PCI Standards, Visa’s Cardholder Information Security Program
(CISP), MasterCard’s Site Data Protection Program (SDP), American Express’s Data
Security Operating Policy (DSOP), and Discover’s Information Security &
Compliance Program (DISC), in each case as they may be amended from time to
time.

“Service(s)” is defined in the first paragraph of this Agreement.

“Sensitive Data” means, collectively, all Personal Data, Payment Data, and
AffiniPay Data.

“Settlement Account” means, collectively, the bank or other financial
institution accounts that you designate as the accounts into which your
transactions should be settled. In the event that you designate a Trust Account
as a Settlement Account, you must have at least one Settlement Account that is
not designated as a Trust Account.

“Third Party Services” is defined in Section 22 of this Agreement.

“Trust Account” means a Settlement Account that both (i) is held in trust by a
law firm for the benefit of a client, such as an attorney escrow, retainer or
similar account, and (ii) is designated as a “Trust Account” by you in the
manner proscribed by AffiniPay in the User Guide.

“Us” is defined in the first sentence of this Agreement.

“User Data” means information provided by you to us that describes your business
products or services.

“User Guide” is defined in the second paragraph of this Agreement.

“We” is defined in the first sentence of this Agreement.

“Website” is defined in the second paragraph of this Agreement.

“You(r)” is defined in the first sentence of this Agreement.

Appendix B
Pricing Addendum

Customer pricing, unless otherwise agreed in writing between you and AffiniPay,
is set forth (as applicable) at the following websites, each of which is
incorporated by reference in this Agreement:

https://www.lawpay.com/features/pricing/

https://www.clientpay.com/pricing/

https://www.cpacharge.com/features/pricing/

Appendix C
Additional Terms

ADYEN TERMS AND CONDITIONS

Pursuant to the AffiniPay Services Agreement (the “AffiniPay Agreement”), you
are also required to accept these Adyen Terms and Conditions (for use with
AffiniPay) (these “Terms and Conditions”). Any terms used but not defined in
these Terms and Conditions will have the meaning provided in the AffiniPay
Agreement.

These Terms and Conditions constitute a legal agreement between you, AffiniPay,
Processor and an Acquiring Institution (collectively, the “Servicers”), which is
formed by the Servicers’ offer of these terms to you, your acceptance of these
terms, and Servicers’ subsequent provision of services to you in accordance with
these Terms and Conditions. Any Servicer or Card Network may enforce any
provisions of these Terms and Conditions.

1. DEFINITIONS

In these Terms and Conditions, the following definitions will apply:

3D Secure

The “Three-Domain Secure” protocol developed by Visa International Inc.
(Visa) branded as “Verified by Visa” and “MasterCard SecureCode” developed
by MasterCard International Inc. (MasterCard), including successive versions
thereof and any amendments thereto.

Acquiring Institution

An entity that is authorized by a Network Owner to enable the use of a
Payment Methods by accepting Transactions from Customers on behalf of the
Network Owners, routing these to the Network Owners or Issuers and
collecting and settling the resulting funds to Customer.

AffiniPay Platform

The e-commerce platform made available by AffiniPay for use by Customer.

Authorization

The process whereby a Payer (or Customer on Payer’s behalf) requests
permission for a Payment Method to be used for a particular purchase of
Customer’s Service or Product.

Capture

The confirmation by Customer to Processor that a Transaction for which it
received an Authorization is to be executed and the Account of a Payer is to
be actually charged for the Transaction.

Card

Any form of Credit Card or Debit Card, which may be used by a Payer to carry
out a Transaction on such Payer’s Card account.

Card Network

Visa, MasterCard, Discover, American Express or comparable parties licensing
Cards.

Cardholder

Any person who is issued a Card and possesses and uses a Card and, where
required on a Card, whose signature appears on a Card as an authorized user.

Chargeback

A Transaction which is successfully charged back on request of a Payer or
the Issuer pursuant to the relevant Network Rules resulting in a
cancellation of a Transaction in respect of which a Customer has been paid
or was due to be paid. If a Chargeback occurs for a Transaction in respect
of which Customer already received Settlement of the related funds, this
results in the unconditional obligation for Customer to immediately return
the Settled funds to Processor, to enable Processor to return such funds to
the Network Owner or Acquiring Institution.

Customer, you/your

The party entering into the AffiniPay Agreement and these Terms and
Conditions and for which Processor processes Transactions related to
Customer Service and Customer Products.

Customer Agreement

The terms agreed to in the AffiniPay application process, the AffiniPay
Agreement, these Terms and Conditions, as well as the terms of any documents
referred to in the application process that comprise the agreement entered
into between Servicers and Customer for the provision of the Services to
Customer, including all Schedules and other documents appended thereto by
reference.

Customer Product / Customer Service

A product/service that Customer is selling or offering and for which
Transactions are processed.

CVM Code

The 3- or 4-digit numeric verification code that is printed on a Card. This
code may be referred to as a CVV, CVV2, CVC, CVC2, CSC, CSC2, CID or other
similar term, depending on the Card Network.

Delivery Date

The date on which the complete Customer Product and/or Customer Service is
delivered to a Payer who paid for the corresponding Transaction.

Fine

Any fine, uplifted service fee or other additional payment as imposed by the
Network Owners and/or Acquiring Institutions to AffiniPay, Customer and/or
Processor, as a result of situations such as, but not limited to, breach of
Network Rules by Customer or caused by Customer or AffiniPay, excessive
fraud levels or excessive Chargeback levels.

Fraud Control Tool

The fraud control tool set made available by Processor as part of the
Services, which assigns a fraud score to Transactions indicating the
likelihood of the Transaction being fraudulent and enables AffiniPay (on
behalf of Customer) to automatically reject Transaction based on threshold
values set by AffiniPay on behalf of Customer.

Issuer

An institution that issues Payment Methods to a Payer and whose name appears
on a Card or bank account statement as the Issuer or who enters into a
contractual relationship with a Payer with respect to the Payment Method.

Order Currency

The Currency in which the Transaction is originally offered to a Payer.

Payer

A person or entity, including Cardholders, that is paying for the Customer
Products/Customer Services.

Payment Currency

The Currency in which a Transaction is processed.

Payment Details

The information which makes up a Transaction message which needs to be
submitted to the Payment Interface to enable the processing of the
Transaction by Processor and to perform fraud checks, including details
regarding a Card, a Payer, relevant authentication details and the payment
amount.

Payment Interface

An electronic connection method provided by AffiniPay or Processor to
Customer for providing the Payment Details for individual Transactions
allowing Processor to provide its Services with respect thereto.

Payment Method

A method of enabling payments by Payers to Customers such as Cards, online
and offline bank transfers and direct debits offered by the Network Owners.

Processor

Adyen N.V., a company registered in Amsterdam under number 34259528 and
having its seat at Simon Carmiggeltstraat 6-50, 1011 DJ in Amsterdam, the
Netherlands.

Refund

A (partial) reversal of a particular Transaction on the initiative or
request of Customer, whereby the funds are reimbursed to a Payer.

Network Owner

The party offering and/or regulating the relevant Payment Method.

Network Rule

The collective set of bylaws, rules, regulations, operating regulations,
procedures and/or waivers issued by the Network Owners as may be amended or
supplemented over time and with which Customer must comply when using the
relevant Payment Method. Processor or AffiniPay may make extracts and
summaries of the Network Rules available to Customer, but only the then
current applicable Network Rules as issued by the relevant Network Owner are
binding on Customer.

Service(s)

The collective set of payment processing, fraud control, reconciliation,
reporting, Settlement and other services as provided by Processor to
Customer to enable Customer to use Payment Methods to receive payment from
its Payers.

Settlement

The payment of amounts owed by Processor to Customer, owed with respect to
amounts received by Processor from Acquiring Institutions or Network Owners
for Transactions validly processed for Customer, minus the amounts for
Refund and Chargebacks, fees and the amounts needed to keep Customer Deposit
on the then current Deposit Level. “Settle” and “Settled” will have the
corresponding meanings.

Software

The collective set of programs and data developed and/or operated by
Processor as needed to provide the Service to its Customers, including the
Payment Interface.

Transaction

An Authorization request of a Payer for a payment from a Payer to Customer
submitted by Customer to Processor.

Uncompleted Order Amount

The total amount of Authorized, Captured and/or Settled Transactions for
Customer on any point in time, for which Customer Products and/or Customer
Services have not been delivered to the relevant Payers at that time and/or
for which the return rights or order cancellation rights of a Payer under
the terms and conditions of Customer and/or applicable law have not yet
lapsed.

2. DESCRIPTION OF THE SERVICE

1. PAYMENT PROCESSING

Customer will be using the Services via the AffiniPay Platform.
AffiniPay is representing Customer towards Processor with respect to
Customer’s use of the Services and Processor may assume that AffiniPay
is authorized and mandated by Customer to use the Services, submit
Transactions on behalf of Customer and in accordance with Customer’s
permissions and instructions which AffiniPay will obtain from Customer.

Customer is obliged to ensure all data that Processor requests to be
provided for a Transaction, including those needed for fraud checks, are
provided. If Customer fails to provide the requested data with each
Transaction, Processor may be forced under the Network Rules to suspend
Transaction processing and/or Transactions may be refused by the
relevant Network Owners or Acquiring Institutions. Processor may revise
the required data needed to process Transactions from time to time by
informing Customer via AffiniPay as needed to be able to process such
Transaction and conduct fraud checks under applicable Network Rules.
AffiniPay is required to (i) access Transaction level data to provide
support to Customer at the level of individual Transactions and (ii)
technically manage user settings of Customer with respect to the
Services on Customer’s behalf (e.g. 3D Secure or fraud control
settings).

2. CUSTOMER REGISTRATION AND KYC CHECK

In order to enable Processor to comply with anti-terrorism, financial
services and other applicable laws and regulations and KYC (‘Know Your
Customer’) requirements imposed by the Network Owners and Acquiring
Institutions, Customer must when entering into the Customer Agreement
and thereafter upon Processor’s request provide certain information
about itself and its activities (the “Registration Information”).
Customer warrants unconditionally that all Registration Information it
provides is correct and up to date.

Customer will provide Processor with at least five days’ prior written
notice via AffiniPay of any change of the Registration Information.
Customer will upon request from Processor provide such additional
information and supporting documentation as Processor may reasonably
determine to need to ensure compliance with applicable laws and
regulations and Network Owner and Acquiring Institution KYC
requirements. Customer agrees that Processor may run further checks on
Customer’s identity, creditworthiness and background by contacting and
consulting relevant registries, government authorities and Customer
relations. Processor will process Customer’s Registration Information in
accordance with its Privacy Statement (available on www.adyen.com).

Processor’s acceptance of Customer as user of the Services and the
relevant Payment Methods is strictly personal and limited to the use by
Customer of the Services for payment of Customer’s own products and
services. Customer may not use the Services to facilitate the payment
for products or services sold by third parties and therefore may not
resell the Services to third parties. Customer will only use the
Services in the pursuit of its trade, business, craft or profession.

Support for each Payment Method is subject to acceptance by the relevant
Network Owner or Acquiring Institution used by the Network Owner, which
such Acquiring Institution or Network Owner may withhold or withdraw in
its discretion at any time. Customer hereby authorizes Processor to
submit Registration Information received from Customer to the relevant
Network Owners and Acquiring Institutions to obtain permission for
providing access to their Payment Methods for Customer.

3. PAYMENT METHOD SUPPORT

Supported Payment Methods as part of the Services may change from time
to time. Processor will give at least 1 month notice (through AffiniPay)
of any discontinued or changed support of any Payment Method, unless
this is not reasonably possible given the cause for this decision.
Processor will use its reasonable endeavors to offer an alternative for
any discontinued Payment Method to Customer.

Customer understands that Acquiring Institutions and/or Network Owners
may cancel certain Payment Methods, change the characteristics thereof
or change the acceptance criteria under which they make them available.
As a consequence, Processor may be forced to block Customer from further
use of a Payment Method or impose additional restrictions or conditions
on its continued use as a consequence of such decisions of the relevant
Acquiring Institution and/or Network Owner. Where possible Processor
will use its reasonable efforts to give Customer prior notice (through
the AffiniPay) of any such change or cancellation with respect to a
Payment Method.

4. 3D SECURE

Processor will as part of the Services support 3D Secure authentication
where supported by the relevant Network Owner and/or third party
Acquiring Institution.

5. PAYMENT CURRENCY

Processor will have the right to offer a Payer the option to use a
different currency than the Order Currency, in which case Customer will
still always receive Settlement of the Transaction amount in the Order
Currency (except in case another currency is agreed or Customer does not
make a bank account available for Settlement in the Order Currency).

6. FRAUD CONTROL

All Transactions processed as part of the Services will be screened by
Processor’s Fraud Control Tool, which performs a number of checks on a
Transaction and attaches a resulting total score to the Transaction,
which represents the likelihood of the Transaction being fraudulent. The
Fraud Control Tool does not guarantee the prevention of fraudulent
Transactions, nor against resulting Chargebacks or fines. Regardless of
the resulting total score, Transactions may be fraudulent or
non-fraudulent. AffiniPay will technically manage the settings of the
Fraud Control Tool on behalf of Customer. In addition, Processor
reserves the right to cancel Transactions that it has reasonable grounds
to suspect to be fraudulent or involving other criminal activities, even
if the Fraud Control Tool failed to block the Transaction.

7. SETTLEMENT

Funds from a Payer charged for the validly processed Transactions of
Customer are settled by the relevant Acquiring Institution or the
Network Owner to the account(s) held by Processor. The funds Processor
receives from payment service users or via another payment service
provider and held in the payment processing account(s) by Processor are
safeguarded in accordance with the safeguarding requirements of The
Dutch Central Bank (De Nederlandsche Bank). Processor will subsequently
settle received funds directly to Customer - withholding from the
received funds the fees agreed between AffiniPay and Customer – who is
the creditor of the received funds and holds sole power of disposition
over such funds. The Settlement is based on the binding Customers’
Settlement instructions which are submitted by AffiniPay on behalf of
Customer via the AffiniPay Platform. AffiniPay is under no circumstances
entitled to make any individual instructions (other than Settlement
instructions described in the previous sentence) to Processor regarding
the settlement of the funds.

Processor is only obliged to provide Settlement of Transactions for
which it has received funds from the Acquiring Institution or the
Network Owner. It is Customer's responsibility to evaluate if the
conditions imposed by the Payment Methods for Settlement (as
communicated from time to time by through the AffiniPay) are acceptable
to Customer. This is specifically relevant for certain Payment Methods
that are not monitored and regulated by governmental financial services
authorities, such as, but not limited to, non-Card Network related
prepaid cards and short message service (SMS) and interactive voice
response (IVR) payments. Customer understands and agrees that Processor
will not compensate Customer for late or non-performance, insolvency or
bankruptcy of the Acquiring Institution or Network Owner due to which
Customer receives late Settlement or no Settlement at all for processed
Transactions.

Processor reserves the right to withhold Settlement of Transactions if
they are suspected to be fraudulent, related to illegal activities or
likely to become subject to a Chargeback by Processor and/or the
relevant Acquiring Institution and/or Network Owner, until satisfactory
completion of Processor's investigation, that of the relevant Acquiring
Institution or Network Owner or that of a third party nominated by any
of these parties. Customer will give its full co- operation to any such
investigation.

No interest will be due over amounts held by Processor prior to
Settlement of such funds to Customer.

8. REQUIRED DATA

Customer will from time to time upon request of Processor provide all
required information regarding the then current actual or expected
Delivery Dates for processed Transactions and estimates for the average
time between Transaction Authorization and the related Delivery Date.
Further, upon Processor’s request, Customer will provide Processor all
requested information on Customer’s then -current ability to provide
Customer Products and Services it sells by means of the Services, its
financial status, solvency and liquidity.

9. CUSTOMER OBLIGATIONS AND RESTRICTIONS

Customer may only use the Services for payment of those Customer
Products and Services which Customer agreed with AffiniPay to be offered
through the AffiniPay Platform. Customer will not use the Services for
the payment of Customer Products and/or Customer Services (i) where it
is illegal to offer or provide these to or from the relevant country
and/or (ii) which are stated in Processor's Prohibited and Restricted
Products and Services List which is set forth on www.adyen.com (provided
that, notwithstanding the linked Prohibited and Restricted Products and
Services List, the categories “bankruptcy lawyers”, “Charities”,
“Private Medical Practices and eDoctors”, “PACs”, “other
Political/Charitable Donations” are Customer Products and/or Customer
Services for which a waiver was granted and which are therefore
allowed). This list may be updated in Processor’s discretion where
needed to ensure legal compliance, compliance to Network Rules, prevent
high levels of Chargebacks and/or to reduce exposure to potentially
fraudulent or illegal transactions. Customer will be informed of such
updates by AffiniPay. Where a published change affects a significant
portion of Customer’s Product or Services, Customer may terminate the
Customer Agreement by giving written notice to Processor (via
AffiniPay). Processors´ acceptance of Customer as customer should not be

interpreted as an advice or opinion of Processor as to the legality of
Customer’s Products and Services and/or of Customer’s intended use of
the Services therefore.

The Services of Processor should not be used (and Transactions may not
be submitted for processing) for prepaying Customer Products and
Services for which the Delivery Date is in part or in whole more than 12
months after the date the Transaction is submitted for processing. This
can make Transactions more likely to be subject to Chargebacks.

10. WARNING – FINES FROM NETWORK OWNERS

For violations of certain key requirements under the Network Rules by
Customers, some Network Owners (and in particular the Card Networks) may
levy significant fines. The Network Owners do this to protect Payers,
Customers and providers of the Payment Methods collectively against
misuse, fraud, illegal activities, breach of applicable laws,
reputational damage and excessive costs. Key examples of Network Rules
that are subject to such fines: (i) using the Payment Method for other
Customer Products and Services than for which Customer received express
authorization to use it from AffiniPay; (ii) using the Payment Method
for Customer Products and Services which are violating applicable laws;
(iii) using the Payment Method for selling Customer Products and
Services for which the Network Owner explicitly prohibited its use (e.g.
adult content, drugs, arms, gambling); (iv) using the Payment Method for
the benefit of a third party / reselling the use of the Payment Method
to a third party (the authorization for Customer to use a Payment Method
is strictly personal); (v) percentage of Transactions of a Customer
which is subject to a Chargeback is above the applicable acceptable
level; (vi) breaches of security and confidentiality obligations with
respect to Payment Details (see clauses 4.1 and 4.3 for more information
on this); or (vii) fraudulent, misleading activities of which Payers are
the victim.

Customer is strongly advised to regularly review the then current
Network Rules (made available via AffiniPay) and relevant changes to
applicable laws as applicable to its Customer Products and Services and
business practices to ensure compliance to applicable Network Rules.
Where Customer finds the Network Rules (including Fine possibility) to
be unacceptable, Customer is free at any point in time to stop using the
relevant Payment Method (the Network Rules and these terms remain
applicable to previously processed Transactions for Customer).

Where Processor becomes aware of and/or receives any notice of a
potential exposure to a Fine related to any Customer behavior, Customer
will, upon Processor’s request, provide all reasonable co-operation to
help investigate the relevant circumstances and remedy the relevant
violation, notwithstanding all other rights and remedies of Processor in
such situation as per these Terms and Conditions. Where possible
Processor will share relevant feedback received by Customer with the
Acquiring Institution/Network Owner handling the potential Fine so it
can be taken into consideration by the Acquiring Institution / Network
Owner.

11. TAXES

Customer agrees to defend, hold harmless and indemnify Processor from
and against any VAT, turnover and other taxes or levies including
penalties, interests, surcharges ("Taxes") due on any product or service
of Customer or Affi niPay (including but not limited to any
Transactions, Customer Products and Customer Services) and costs or
damages related to such Taxes. Customer will (i) apply all reasonable
efforts to ensure that Processor cannot be held liable for any Taxes and
costs or damages related to such Taxes, (ii) will promptly inform
Processor of any such liability and (iii) will provide Processor with
all relevant information and documentation in that respect. Furthermore,
Customer and AffiniPay shall be jointly and severally liable towards
Processor for any such Taxes and costs or damages related to such Taxes.

3. SET-OFF

Without prejudice to any right to set-off which Processor may be entitled to
as a matter of law, Processor may set-off any amounts due to Customer
against any amounts owed or other liabilities of Customer, now or at any
time hereafter due, owing or incurred by Customer to Processor under, in
connection to, or pursuant to these Terms and Conditions and/or the Customer
Agreement.

4. INTEGRATION

1. INTEGRATION VIA PARTNER

Customer will integrate with the Payment Interface via the systems of
AffiniPay and with the assistance of AffiniPay as agreed between Customer
and AffiniPay. Processor is not responsible for such integration but will
ensure the Payment Interface is available for use by AffiniPay for such
purpose and will where needed provide second line support for such
integration via AffiniPay.

2. CHANGES TO SOFTWARE

Processor reserves the right to change or amend the Software and the
interface to it at any time, to provide Customer with a new version
thereof, and/or to change the functionalities and characteristics of the
Software. No changes will be implemented by Processor which materially
reduce functionality of the Services which was explicitly committed to be
provided under the Customer Agreement, except where this is made
necessary by: (i) the need to follow generally accepted changes in
industry standards, (ii) changes in applicable laws or Network Rules,
(iii) need for increased security due to security risks identified by
Processor or (iv) other reasonable grounds which warrant the reduction of
functionality.

3. SECURITY OF PAYMENT DETAILS

Customer guarantees not to copy, capture or intercept Payment Details
such as credit card numbers, CVM Codes, ‘PIN’ codes that are provided by
a Payer for payments to be processed via the Services. This rule is
imposed by the Network Owners to protect Payers against misuse of their
Payment Details (e.g. Card numbers) and is strictly enforced by the
Network Owners, and a violation of this rule can lead to the application
of significant fines by Network Owners. If Processor has reason to
believe that Customer is copying, capturing or intercepting Payment
Details, Processor has the right to suspend processing of Transactions
and Settlement. Customer will fully indemnify and hold Processor harmless
from any losses, claims (including applied fines by the Network Owners),
costs or damage Processor incurs as a result of Customer’s breach of this
obligation.

5. CUSTOMER COMMUNICATIONS

All first line communications with Customer regarding the use of the
Services will run through AffiniPay. Processor will also inform Customers of
relevant changes in applicable Network Rules, financial laws and regulations
via AffiniPay.

6. SECURITY AND COMPLIANCE

Processor will take reasonable measures to provide a secure payment system
and will keep its systems used to provide the Services certified in
accordance with the PCI-DSS security standards.

7. CHARGEBACKS AND REFUNDS

1. CHARGEBACKS

Customer will take all reasonable steps to ensure that Customer Products
and Services are actually delivered in accordance with applicable Network
Rules, laws and orders placed by a Payer, to avoid any Chargebacks. In
case Processor has reasons to suspect that Customer is not delivering its
Customer Services or Customer Product on or prior to the Delivery Dates
used to calculate the Uncompleted Order Amount and/or if Processor has
reason to suspect that Customer Products or Customer Services for which
Processor processes Transactions are

based on fraud, likely to cause high Chargeback volumes and/or illegal,
Processor has the right to suspend Settlement of all related Transactions
and/or block Authorizations until Processor has been given assurances to
its satisfaction that the relevant Customer Products and Services are
actually delivered in accordance with applicable laws and orders placed
by a Payer.

2. REFUNDS

Refunds will be charged as a Transaction by Processor and a Refund fee
can be applied by Processor after giving prior notice to Customer, if
manual intervention is needed or additional costs are incurred by
Processor to process such Refund. Processor will not execute a Refund
(meaning the relevant sum will not be returned by Processor to the
relevant Payer, directly or via the relevant Acquiring Institution /
Network Owner) in case the funds for this cannot be subtracted from the
next Settlement or are not funded otherwise. Refunds are not funded by
Processor from its own means.

8. PROPERTY RIGHTS

The property rights in the Software and other materials and all other
intellectual property rights related to the Services are owned by Processor
and its licensors. The Customer Agreement does not transfer any intellectual
property rights with respect thereto and only provides Customer a limited,
non-exclusive and non-transferable license to use the Software and all other
materials made available by Processor solely for the purpose of using the
Services in accordance with these terms and the applicable usage
instructions communicated to Customer via Processor website from time to
time.

9. CONFIDENTIALITY, PRIVACY AND COMPLIANCE

1. CONFIDENTIALITY

All information relating to Customer or to Processor and designated as
being confidential, and all information not expressly designated as
confidential but which should reasonably be deemed confidential by reason
of its nature or content is considered “Confidential Information”. Each
party remains the owner of all data made available to the other party.
Each party undertakes to take all necessary steps to protect the
confidential nature of all Confidential Information of the other party,
agreeing, in particular:

* to share Confidential Information solely with personnel and
representatives of the parties (including AffiniPay) which have a need
to have access to such information in order to exercise rights and
obligations under the Customer Agreement; and
* to refrain from making any Confidential Information available to any
third party without the prior written consent of the other party except
for Processor where necessary to perform the Services.

The obligation to maintain confidentiality does not apply to information:

* available to the general public;
* disclosed to one of the parties by a third party without any obligation
of confidentiality;
* already in the possession of or known to one of the parties at the time
of disclosure;
* developed independently of the Confidential Information by the other
party; or
* if and to the extent to one of the parties and/or their employees are
obliged under an act or by decision of a court or administrative
authority to disclose such information.

The obligation of confidentiality as described in this clause will remain
in effect will remain in effect for a period of ten years following the
termination or expiration of the Customer Agreement, regardless of the
grounds for termination.

The following data is to be considered confidential, without need for
special mention:

* all financial data;
* any agreed Customer specific terms and conditions in the Customer
Agreement, if applicable; and
* all user manuals, guides and any Software relating to Processor’s
products and services.

2. PRIVACY

Where Processor processes personal data while performing the Services it
will act as data processor under the direction and responsibility of
Customer and/or AffiniPay in accordance with EU General Data Protection
Regulation 2016/679, including any successor thereof, and applicable
Dutch privacy laws. Customer will comply with the personal data
protection laws of Customer’s country of origin and of those countries in
which Customer offers its goods and/or services from time to time, in
particular when processing and sending personal data to Processor in the
context of using the Services and submitting Transactions. Both Processor
and Customer will implement appropriate measures to protect personal data
against misuse. Processor will not use personal data processed by
Processor for Customer under the Customer Agreement for any other purpose
then providing the Services and complying with applicable laws and
Network Rules.

1. 1. USE OF SERVICES

In accordance with Dutch laws on hacking and computer crime, Customer
will only use the Services for the purposes as agreed herein and will
specifically not perform or allow to be performed any actions detrimental
to the security or performance of the Services without Processor’s prior
written consent.

2. DURATION AND CANCELLATION

1. DURATION

These Terms and Conditions will be entered into for an indefinite period
until terminated by any party (a) in accordance with the terms hereof or
(b) by giving at least 2 months’ written notice to the other parties.
Such notices may be given via AffiniPay by any party. These Terms and
Conditions will automatically terminate when the AffiniPay Agreement
terminates or expires.

2. TERMINATION

Processor has the right to terminate the Customer Agreement and/or stop
processing or Settlement of Transactions for Customer immediately in part
or in whole if:

* The provision of Customer's Services/Products for which Processor
provides the Service is reasonable suspected by Processor to be in
breach with legislation in the country where the Customer
Services/Products are offered from or to.
* Customer has materially changed the type of Customer Services/Products
without obtaining Processor’s prior written permission to use the
Services for the new or changed types of Customer Services/Products;
* Customer materially breaches any of the terms of the Customer
Agreement, the Network Rules and/or applicable laws in the context of
using the Services.
* An Acquiring Institution or Network Owner demands Processor to stop or
suspend providing Services to Customer with respect to Payment Methods
made available by such Acquiring Institution or Network Owner to
Processor.
* Processor finds there are clear indications that Customer is or is
likely to become insolvent and/or unable to provide a material part of
the Customer Products/Services. or
* The AffiniPay Agreement has been terminated or has otherwise expired
and/or an event permitting a termination by AffiniPay under the
AffiniPay Agreement occurs.

3. LIABILITY

1. NO LIABILITY FOR THIRD PARTIES

Processor will only be liable for its own acts or omissions and not for
acts or omissions of third parties. This exclusion expressly applies to
acts or omissions of Network Owners and Acquiring Institutions or for
events or activities originating outside the systems of Processor (such
as internet disturbances or malfunctions in third party systems), except
in case such events were caused by the intent or gross negligence of
Processor.

2. LIMITATION OF LIABILITY

The total liability of Processor under the Customer Agreement towards
Customer for breach of contract, tort or under any other legal theory in
any calendar year is limited to an amount equal to 10,000 euro. Processor
will not be liable for any special, indirect, or consequential damages
(including any loss of profit, business, contracts, revenues or
anticipated savings, or damage to good name) as a result of breach of
contract, tort or under any other legal theory.

Neither Processor, Customer nor any other party to the Customer Agreement
excludes or limits its liability under the Customer Agreement for intent,
gross negligence, death, fraud or personal injury.

4. INDEMNIFICATION

If any claims for damages, costs and expenses are asserted against Customer
by third parties asserting that these third parties are the owner of any
rights regarding the Software and/or systems of Processor, Processor will
indemnify Customer without delay from these third- party claims, including
Customers reasonable costs of its legal defense, and offer Customer the
necessary assistance in its legal defense.

Customer will indemnify and hold Processor harmless from any claim
(including legal fees) brought against Processor by any third party
(expressly including Network Owners and Acquiring Institutions and their
claims for payments of fines) as a result of Customer’s breach of the terms
of the Customer Agreement, applicable laws and/or the Network Rules applying
to the Payment Methods used by Customer.

5. GENERAL PROVISIONS

1. NULL PROVISIONS

In the event that any provision of these Terms and Conditions is declared
null and void or inapplicable, said provision will be deemed non-
existent, and all other provisions of the Customer Agreement (including
these Terms and Conditions) will remain applicable. The parties undertake
to take all steps to eliminate the provision declared null and void
and/or inapplicable and to replace the same with a provision approaching,
insofar as possible, the economic objective of the provision declared
null and/or inapplicable.

2. ENTIRE AGREEMENT

The Customer Agreement contains all the commitments between the parties
and replaces all other prior contractual commitments between the parties.
No representation, warranty or undertaking given by any of the parties to
any of the other parties under the Customer Agreement will be of any
force or effect unless expressly reduced to writing and repeated in the
Customer Agreement, and all implied or prior representations, warranties
and undertakings are, save to the extent expressly set out in the
Customer Agreement, expressly excluded to the fullest extent permitted by
law.

3. CHANGES TO THESE TERMS AND CONDITIONS

Processor may revise these Terms and Conditions from time to time by
giving at least 30 days written notice to Customer via AffiniPay. If the
change has a material adverse impact on Customer and Customer does not
agree to the change, Customer may terminate the Customer Agreement by
giving at least one month written notice to Processor (such termination
notice to be sent at the latest 60 days after Customer received notice of
the change). Customer is not entitled to object to and will not have the
rights set out in this clause for any change which Processor implements
in order to comply with applicable law, regulations or requirements
imposed by the relevant Acquiring Institutions and/or Network Owners or
financial regulators. For such imposed changes shorter notice periods may
be applied by Processor as is needed to comply with the relevant
requirement.

4. ONLINE CONTRACTING – WRITTEN CONFIRMATION

If Customer has entered into the Customer Agreement with Processor via
AffiniPay’s website or via any other online means, Processor may at any
time request that Customer re-confirms its acceptance of the terms of the
Customer Agreement (including these Terms and Conditions) by means of a
written document signed by an authorized representative of Customer. If
Customer does not comply with such request within five working days after
receiving a request by Processor to do so (which request may be issued to
Customer via the contact email address submitted by Customer when
concluding the Customer Agreement), Processor reserves the right to
suspend all or part of the Services until Customer has complied with such
request.

5. TRANSLATIONS

The terms of the Customer Agreement, including these Terms and Conditions
are made available to you in English. Any other terms or disclosures made
available to you regarding this Customer Agreement in any non-English
language do not form part of our agreement and are for informational
purposes only.

6. APPLICABILITY OF PAYMENT SERVICES DIRECTIVE

Title 7B of Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) and other
laws and regulations implementing Directive (EU) 2015/2366 (“PSD2”) or
its predecessor, Directive 2007/64/EC ("PSD"), are not applicable to the
extent it is permitted to deviate from relevant provisions in
relationships with non-consumers, in accordance with Article 38 and 61
PSD2 (or Article 30 and 41 PSD).

Where Processor provides payment services for Customer within the
European Economic Area ("EEA") and where a Payer's payment service
provider is located in the EEA, the parties hereby agree and confirm in
accordance with article 62(2) of PSD2 that Customer will pay the charges
levied by Processor and a Payer will pay the charges levied by his
payment service provider (i.e. the ‘SHA’ (shared) principle).

7. DISPUTE HANDLING

The parties undertake to take all steps to reach an amicable agreement to
any dispute arising in relation to the validity, interpretation or
fulfilment of the Customer Agreement, without prejudice to a party's
right to seek interim relief against any other party (such as an
injunction) through the competent courts to protect its rights and
interests, or to enforce the obligations of any of the other parties.

8. APPLICABLE LAW AND JURISDICTION

These Terms and Conditions are solely governed by Dutch law, excluding
the Convention on Contracts for the International Sale of Goods. In the
absence of an amicable agreement, any dispute relating to the validity,
interpretation or fulfilment of these Terms and Conditions will be
submitted to the exclusive jurisdiction of the competent courts of
Amsterdam the Netherlands.

AGREEMENT FOR AFFIRM SERVICES

WHEREAS, the parties hereto wish to set forth the terms and conditions under
which Professional may use the Services through Affirm, Inc. (“Affirm”) in
connection with AffiniPay’s platform to enable such Professionals’ Customers to
purchase certain legal, accounting and other professional services
(“Professional Services”).

WHEREAS, Affirm (itself or through its affiliates or bank partners) offers
certain consumer payment options through Affirm’s proprietary financial platform
and related application programming interfaces (“APIs”), virtual card networks,
and other technology and access solutions (collectively, the “Services”); and

WHEREAS, Professional wishes to offer the Services through AffiniPay to
Customers seeking to purchase Professional Services from Professional.

NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged and intending to be legally bound hereby, AffiniPay and
Professional agree as follows:

1. Additional Professional Obligations. In connection with offering Affirm
Services through AffiniPay to Customers and potential Customers as a
financing option for Professional Services sold by Professional, in addition
to the terms and conditions set forth on Merchant’s website, Professional
shall:
1. Accurately explain the financing arrangement to the Customer pursuant to
any training materials or marketing materials provided by AffiniPay or
Affirm;
2. Ensure any loan proceeds are deposited into a client trust account (when
required) and/or comply with all Applicable Laws;
3. Not send privileged or attorney-client Customer information to Affirm,
any of its affiliates, Celtic Bank or Cross River Bank;
4. Avoids any conflicts of interest by, for example, not recommending a
particular Affirm Product to a Customer (out of self-interest) and not
representing Affirm in other matters, and Professional shall notify
AffiniPay if Professional has ever represented or is asked to represent
AffiniPay, Affirm (or any of its affiliates or bank partners);
5. Not have a financial or ownership interest in AffiniPay, Affirm (or any
of its affiliates, Celtic Bank or Cross River Bank), and Professional
shall notify AffiniPay if Professional or any member of Professional has
or comes to have a financial or ownership interest in AffiniPay, Affirm
(or any of its affiliates or bank partners);
6. Not make any assertion that a Customer owes it any amount for any
transaction where Customer has executed a loan agreement for Affirm
Services in connection with such transaction, including but not limited
to asserting the existence of a mechanic’s lien in association
therewith;
7. Not access any consumer credit information of potential Customers or
Customers in connection with the offering of Affirm Services;
8. Not discriminate against or disadvantage Affirm Services transactions
(relative to its transactions involving any other methods of payment) in
any way, including, without limitation, by imposing any surcharge, fee
or other amount on Customers solely because such Customer has used the
Affirm Services in connection with Customer’s transaction with
Professional or excluding Affirm Services transactions from receiving or
participating in any discounts, rebates, savings, offers, incentives, or
loyalty program benefits, points or rewards, which may be offered by
Professional to its Customers in a manner such that the difference may
result in a violation of Applicable Law, including the Truth in Lending
Act;
9. Not make any statements, commitments, representations or warranties with
respect to Affirm, or to the Affirm Services, or use any materials to
promote the Affirm Services except as authorized in advance and in
writing by Affirm or derived from and consistent in all respects with
the training materials and other marketing materials provided to it by
AffiniPay on behalf of Affirm;
10. Not utilize any autodialer, prerecorded or artificial voice message, or
otherwise initiate any calls or text messages to consumers promoting or
otherwise relating to the Affirm Services;
11. Require Customers to use Customers’ personal devices to complete the
loan application process for the Services (Professional may not use any
of Professional’s devices or directly assist Customers in their loan
applications for the Services);
12. Do not discuss Affirm or the Services at any place other than
Professional's usual place of business (no discussions in places such as
a customer’s home, a consumer’s workplace or in dormitory lounges or at
facilities rented on a temporary or short-term basis, such as hotel or
motel rooms, convention centers, fairgrounds, and restaurants);
13. Promptly notify AffiniPay of (i) any changes to Professional Services
for Customers that would result in a change to the cost of Professional
Services that have been submitted for financing through the Affirm
Services by sending such changes to AffiniPay through AffiniPay’s
systems and (ii) any complaints by a Customer regarding the Affirm
Services; and
14. Will not market or offer Affirm Services to a Customer who is an entity
client of Professional, including corporations, partnerships, and sole
proprietorships, and would use the Services for commercial or business
purposes.
2. Representations, Warranties and Covenants. Professional hereby represents
and warrants to AffiniPay, as of the Effective Date and on each day during
the term of this Agreement, that:
1. it is duly organized, validly existing and in good standing under the
laws of the state of its incorporation or formation;
2. it is duly qualified and in good standing under the laws of each
jurisdiction where its ownership or lease of property or the conduct of
its business require such qualification;
3. it has the requisite power and authority and the legal right to conduct
its business as now conducted and hereafter contemplated to be
conducted;
4. it has all necessary licenses, permits, consents or approvals from or
by, and has made all necessary notices to, all governmental authorities,
state bar, licensing board or courts having jurisdiction, to the extent
required for the Professional Services;
5. it is in compliance with its organizational documents;
6. it has never violated any United States federal, state, local or
administrative law (including common law), statute, rule or regulation,
court rules, bar rules or bar guidance regarding financing arrangements
(“Financing Arrangement Rules”);
7. it will comply with the conditions of ABA Opinion 484 to the extent not
in conflict with the Financing Arrangement Rules;
8. it will comply with any training materials provided to it by AffiniPay
on behalf of Affirm when promoting the Affirm Services to the extent not
in conflict with the Financing Arrangement Rules;
9. (1) it has not ceased to pay its debts in the ordinary course of
business nor is it unable to pay its debts as they become due, or (2)
its financial condition is not such that the sum of its liabilities is
greater than all of its assets;
10. it will not market the Services to any customer or Customer who is
compromised rationally or otherwise unable to provide informed consent;
11. this Agreement shall not in any way be construed or applied to impact
the independent and professional judgment of Professionals; and
12. all forms of agreements Professionals provides to Customers are in
compliance with Applicable Law.
3. Compliance with Applicable Law. Professionals shall comply in all respects
with all United States federal, state, local or administrative law
(including common law), statute, rule or regulation, regulatory guidance,
court rules, bar rules, bar guidance or requirement or bulletin, decree or
order, or any other interpretation of a governmental authority or
professional regulator (e.g. the applicable state bar or licensing bar)
thereunder, applicable to the offering of its services to Customers,
including any Financing Arrangement Rules (collectively, “Applicable Law”).
4. Enforcement. Except as expressly set forth herein, this Agreement is for
the benefit of, and may be enforced only by, AffiniPay and Professional and
their respective successors and permitted transferees and assignees, and is
not for the benefit of, and may not be enforced by, any third party.
Notwithstanding the foregoing, Professional and AffiniPay each acknowledge
and agrees that Affirm will have the right to (i) perform and/or enforce any
and all rights and/or obligations of AffiniPay hereunder except as
prohibited by Applicable Law and (ii) step into the shoes of AffiniPay as if
AffiniPay was performing and/or enforcing such rights and/or obligations.
5. Termination. AffiniPay may immediately terminate this Agreement at any time
for any reason upon written notice to Professional. Professional further
acknowledges and agrees that Affirm has the right to require AffiniPay to
terminate this Agreement at any time for any reason upon written notice to
AffiniPay. Professional may terminate this Agreement for any reason within
30 days of written notice to AffiniPay.
6. Order of Precedence. In the event of any conflicts or inconsistencies
between the terms and conditions of this Agreement and the terms and
conditions stated on AffiniPay’s website, the terms and conditions of this
Agreement shall control.

Appendix D
Form of Guarantee

This Guarantee is delivered and executed by the undersigned (“Guarantor”) in
connection with that certain AffiniPay Services Agreement (the “Agreement”)
between customer of AffiniPay named below as “Customer” and AffiniPay, LLC
(“AffiniPay”). Capitalized terms used but not defined in this Guarantee will
have the meanings set forth in the Agreement.

In exchange for AffiniPay’s acceptance of the Agreement, Guarantor
unconditionally and irrevocably guarantees the full payment and performance of
the obligations of Customer under the Agreement, as it now exists or as modified
from time to time, whether before or after termination or expiration of the
Agreement and whether or not the Customer has received notice of any amendment
of the Agreement. Guarantor waives notice of default by Customer and agrees to
indemnify AffiniPay for any and all amounts due from Customer under the
Agreement. AffiniPay will not be required to first proceed against Customer to
enforce any remedy before proceeding against Guarantor. Guarantor agrees that
this guaranty is irrevocable and continuing in nature and applies to all
presently existing and future obligations of Customer, and further agrees that
its liability hereunder will not be discharged or impaired by (i) any amendment
to the Agreement, (ii) any bankruptcy, insolvency, reorganization or other event
of Customer, or (iii) any circumstances whatsoever that constitute a defense or
a legal or equitable discharge of a guarantor or surety, whether foreseen or
unforeseen. Guarantor hereby unconditionally and irrevocably waives each and
every such defense and any right to revoke this guaranty. Guarantor understands
that this is a Guaranty of payment and not of collection and that AffiniPay is
relying upon this Guaranty in entering into the Agreement. This Guaranty will be
governed by and construed under the laws of the State of Texas, without
reference to any choice of law doctrine. Any action to enforce this guaranty
against Guarantor may be brought in any court having jurisdiction thereof.

Acknowledged and Agreed:

(Signature)

(Printed Name)

(Date)

Customer Name:

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AffiniPay LLC is a registered agent of Synovous Bank, Columbus, GA., and Fifth
Third Bank, N.A., Cincinnati, OH.

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