TERMS AND CONDITIONS

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TERMS & CONDITIONS

1. Agreement

1.1

These Terms & Conditions¹ ("T&Cs") are a legal agreement between Customer and Checkbook Inc., ("Checkbook") and govern Customer's use of Checkbook's payment processing services, software, programs, documentation, tools, hardware, components, updates (including software maintenance, service information, help content, bug fixes or maintenance releases), websites, cloud-based solutions and other products and services provided by Checkbook.

1.2

Because Checkbook offers the Services through Checkbook's website, mobile applications and integrations with third-party websites and mobile applications ("Platform", "Platforms", "Platform Partners"), the Platform Partners' terms of service and privacy policies apply to Customer's use of the Services.

1.3

Customer must agree and accept these T&Cs, all policies referenced herein, and those found on its website www.checkbook.io, which are incorporated herein as fully set forth, ("Policies") in order to use the Services. Customer accepts these T&Cs by:

1. using the Services; and
2. clicking to accept and agree to these T&Cs when this option is provided in the user interface for a Service.

2. Definitions

The capitalized terms used in this Agreement shall have the meanings as set forth below.

1. Account means

   1. In a custodial model it is the account from where funds are sent.
   2. In a non custodial model it is the source account for funds

2. API means application programming interface.

3. Card Scheme means VISA U.S.A., Inc., VISA International, Inc., MasterCard International, Inc., or any other payment network, as well as any other card issuer that provides credit or debit cards that are accepted under this Agreement.

4. Card Scheme Rules means the operating rules and regulations, requirements, and terms and conditions of the Card Schemes or Debit Networks presently in effect and as they may be amended from time to time.

5. Checkbook Services means a digital payment platform that enables businesses and individuals to send, request, and receive payments.

6. Check21 means the Check Clearing for the 21st Century Act, 12 U.S.C. §§ 5001-5018, and related regulations, which govern electronic check settlement.

7. Data Privacy and Information Security Addendum is attached hereto as Exhibit C and incorporated herein as though fully set forth.

8. Debit Networks means the networks that exist to facilitate debit card transactions. e.g., Interlink, Maestro, and Pulse owned by Visa, Mastercard, and Discover respectively. There are also debit card networks that are independent of the major card brands, like Star and Accel.

9. Digital Check means an online representation of a paper check as an instrument of payment, which functionally corresponds to a check as defined by Check21, and may be used to send or receive payment(s). The regulations applying to settlement of such a payment may vary based on the Network or mechanism used e.g. NACHA rules for ACH settlement, Check21 rules for Check settlement, Card Scheme Rules for VISA/MC settlement etc.

10. Financial Services Provider ("FSP") means a business/institution that conducts payment settlement operations on one or more of the payment Networks. Usually this will be a licensed Financial Institution, i.e., a bank or similar entity.

11. NACHA/ACH means the operating rules and regulations, requirements, and terms and conditions of the ACH network as enunciated by NACHA, i.e. the authority responsible for regulatory guidance on the ACH network and its operations.

12. Network means any payment settlement network that governs payment processing, including but not limited to, the ACH network, Fedwire®, Check21 network, The Clearing House, and VISA/Mastercard Network.

13. Operating Regulations means rules governing the processing of transactions for the Network(s) used to process such transactions.

14. Payment Dispute means a disagreement pertaining to a payment transaction facilitated by Checkbook under these T&Cs.

15. PII means information that can be used to identify a specific individual, such as their name, email, phone, bank account number and other identifiers, or other data that, when combined, could reasonably lead to the identification of a person.

16. Platform Partner means a business entity in the United States or overseas that has a business relationship with Checkbook to process payments and other financial services for Checkbook.

17. Policies means all policies referenced herein and those found on Checkbook's website at www.checkbook.io which are incorporated herein as though fully set forth.

18. Pricing Agreement is attached hereto as Exhibit A and incorporated herein as though fully set forth.

19. Service Level Agreement is attached hereto as Exhibit B and incorporated herein as though fully set forth.

20. Transaction Fee(s) means a fixed fee for each transaction in the Checkbook Services and are set forth on Exhibit A.

3. Registration

3.1

To create its Checkbook account ("Account") Customer must register with Checkbook, and provide information, including but not limited to name, email address, and a self-selected password. Customer must also provide account information for at least one verified U.S. business bank account. Customer represent and warrant that the information provided is complete, accurate, and up to date. Businesses shall provide information, which may include but is not limited to street address, telephone number, tax identification number and for at least one principal of the Business their social security number, date of birth and other identifying information. Customer agrees to provide supplemental documentation upon request (including but not limited to: articles of incorporation; business license; beneficial owner's passport; beneficial owner's driver's license; etc.).

3.2

Customer authorizes Checkbook, directly and through third parties, to make inquiries and verify that the information provided is accurate (e.g., social media and third party databases). Customer expressly authorizes Checkbook to request a credit report that contains a Customer's beneficial owner's name and address.

3.3

Checkbook reserves the right to deny use of the Services, change the account type, suspend, terminate, or close an Account of a Customer that provides information that cannot be verified, is inaccurate, untrue, incomplete or who fails to comply with a request for additional information and otherwise fails to comply with the registration requirements.

4. Customer's passwords and account security

Customer is fully responsible for maintaining the secrecy and security of Customer's Account access credentials. Customer is responsible for all use of or action taken using Customer's Account access credentials, including but not limited to any actions taken by persons to whom it has granted access. If Customer becomes aware of any unauthorized use of its password or of its account, Customer agrees to notify Checkbook immediately.

5. Checkbook's Role and Customer's Responsibilities

5.1

Checkbook is a Payment Service Provider ("PSP") for any payment settlement network that governs payment processing ("Network" or "Networks"), including but not limited to, the ACH network, Fedwire®, Check21 network, The Clearing House, VISA/Mastercard Network, SWIFT®, and other debit, credit and return transactions ("Transactions"). Checkbook is not a bank, money transmitter, or Money Services Business ("MSB"). Checkbook may act as end user's (i.e. Payee's) agent in so far as collecting payments/funds from Payors. When Checkbook acts as the 'Agent of Payee,' it will notify the Payee once funds have been received from the Payor(s). Upon receiving this notice, the Payee agrees to treat the payment as received from the Payor(s) and apply it to the corresponding balance owed. In the case where Checkbook acts as "Agent of Payee" it will inform Payee when it has collected funds/payments from the Payor(s) and the Payee agrees to credit the Payors' account(s) at the time Checkbook provides such confirmation.

5.2

Checkbook does not assume liability for fraud, originator or receiver side of the Transaction. Checkbook will use commercially reasonable methods for delivery of payments pursuant to instructions provided by the originator. Checkbook is not responsible for incorrect disbursement/collection of payments by a recipient so long as Checkbook follows the payment instructions provided by the originator.

5.3

CHECKBOOK IS NOT RESPONSIBLE FOR FRAUD, MIS-DISBURSEMENT OR OTHER WRONGFUL DISPOSITION OF FUNDS CAUSED BY ACTION OF ANOTHER.

5.4

As a PSP, Checkbook collects, analyzes and relays information generated in connection with payments to and from Checkbook's Customers. Customer authorizes Checkbook to provide such information to financial service providers ("FSP" or "FSPs") in order for the FSP to facilitate payments from and to its users through the various payment Networks. As a result Checkbook through its FSP conducts the settlement of Checkbook's Customers Network Transactions. Checkbook does not hold or own funds in connection with the Services, nor does Checkbook transmit money or monetary value. In connection with the Checkbook Services, Checkbook does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission.

5.5

As a PSP, Checkbook enters into agreements with Networks and FSPs. Customer is not a third-party beneficiary of these agreements. Each Network and FSP is a third-party beneficiary of these T&Cs and may enforce these T&Cs against Customer. Some third parties may require a direct agreement with Customer. If Customer is required to enter into such an agreement and, if it declines to do so, Checkbook may suspend or terminate Customer's Account.

5.6

If the originated payment is settled through the Check21 network, either by Customer or by Checkbook, Checkbook will create a paper version of the check being used for payment and store it in a vault. This check will be stored in compliance with applicable statutory regulations and guidelines.

5.7

If Customer is using the Checkbook Recurring Payments (the feature within the Checkbook platform that allows users to automatically send out payments at set intervals to the same recipient, essentially setting up a recurring billing schedule) or Checkbook Invoices (the digital invoices generated through the platform to request payment from a recipient, which can also be configured to include recurring billing options for consistent payments), Customer agrees that it is its responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (a.k.a. Reg. E), including by capturing its customers' agreements to be billed on a recurring basis. Customer may not resell any hardware provided to Customer by Checkbook or a third party for use with the Checkbook Services.

5.8

Customer has an independent obligation to comply with all applicable laws and regulations related to the Checkbook Services. Customer expressly acknowledges and agrees it is assuming the risk of its non-compliance with the Operating Regulations.

6. Representations & Warranties

6.1

Checkbook represents, warrants and undertakes that:

1. it has the full right, power, legal capacity and authority to perform its obligations under these T&Cs, and by entering into these T&Cs, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;

2. there is no action, suit or proceeding at law or in equity now pending or, to the its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations;

3. it complies and shall continue to comply with all applicable legislation, regulations and any and all directives, standards and/or guidelines of any applicable regulatory, governmental or other authority, card scheme or payment network or other (including PCI Security Standards Council) relating to its obligations pursuant to these T&Cs;

4. it has and shall maintain (as applicable) for the duration hereof all necessary licenses, consents and approvals for the provision of the Checkbook Services in accordance with these T&Cs;

5. in undertaking its obligations pursuant to these T&Cs it will exercise at least the same degree of competence and professionalism which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of business as Checkbook under the same or similar circumstances, but in no event with less than reasonable care;

6. the Checkbook Services will not infringe the intellectual property rights of any person in any jurisdiction and under any applicable law;

7. it shall not sell, resell, assign or otherwise transfer rights to, use, reproduce, decompile, reverse engineer, modify or distribute any proprietary information of Customer that is not expressly authorized in these T&Cs or elsewhere.

6.2

Customer represents, warrants and undertakes that:

1. it has the full right, power, legal capacity and authority to perform its obligations under these T&Cs, and by entering into these T&Cs, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;

2. there is no action, suit or proceeding at law or in equity now pending or, to the its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations;

3. it complies and shall continue to comply with all applicable legislation, regulations and any and all directives, standards and/or guidelines of any applicable regulatory, governmental or other authority, relating to its obligations pursuant to these T&Cs;

4. in undertaking its obligations pursuant to these T&Cs it will exercise at least the same degree of competence and professionalism which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of business as Customer under the same or similar circumstances, but in no event with less than reasonable care;

5. Customer shall not sell, resell, assign or otherwise transfer rights to, use, reproduce, decompile, reverse engineer, modify or distribute any proprietary information of Checkbook that is not expressly authorized in these T&Cs; and

6. Customer is not sanctioned by the United States and is not on the U.S. Department of the Treasury's Office of Foreign Assets Control list or any other list where transactions with Customer are prohibited by the United States.

7. Underwriting and Sharing Information

Checkbook may share some or all of the information about Customer and its transactions with its FSP(s), Networks and other Platform Partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Checkbook, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose.

8. API Developer Relationship with Checkbook

8.1

In the event that Customer chooses to use Checkbook's API to retrieve information from or submit requests to Checkbook. If Customer uses the Checkbook API to develop applications and integrate the Checkbook Services into its website or mobile application, then the users that these applications or integrations serve are subject to the terms of these T&Cs.

8.2

Checkbook will issue Customer an access token for each user of its website or application who creates an Account. Access tokens are the property of Checkbook, and misuse of access tokens could cause substantial loss and damage to Checkbook.

9. Prohibited Activities

9.1

Customer acknowledges and agrees that, to the best of its knowledge, it will not accept payments or use the Checkbook Services in connection with the following activities, items or services: Adult content and services (pornography, obscene materials, prostitution, escort services, massage parlors, or any sexually explicit services), illegal or regulated substances (drugs, alcohol, drug paraphernalia, medical marijuana, or any related items), financial crimes (bail bonds, bankruptcy payments, dishonored checks, uncollectible items, counterfeit or suspected counterfeit goods, unlawful debt collection, pyramid schemes, or Ponzi schemes), illegal gambling and betting (lottery tickets, casino chips, off-track betting, or race wagers), violence and hate (content or services that promote hate, violence, racial intolerance, or the financial exploitation of a crime), illegal or harmful activities (unlawful products or services, activities that encourage violence or self-harm, and instructions for harmful or illegal acts), weapons (firearms, ammunition, weapon replicas, or related items), and unauthorized pharmaceuticals (internet pharmacies or pharmacy referral services).

9.2

Customer may not use the Service for:

1. competing with Checkbook; nor
2. transferring funds between bank accounts held in the same name.

9.3

If Checkbook determines that Customer has received funds resulting from fraud or other prohibited activity, those funds may be frozen, returned to the Payor, or seized.

9.4

If Checkbook has reason to suspect that Customer's Account has been used for an unauthorized, illegal, or criminal purpose, Customer expressly authorizes Checkbook to share information about Customer, Customer's Account, its access to the Checkbook Services, and its transactions with law enforcement.

10. Taxes

10.1

Customer is solely responsible for determining, collecting, withholding, reporting and remitting any taxes to the appropriate tax authority.

10.2

Checkbook will not determine whether taxes apply, nor calculate, collect, report and remit taxes to any tax authority arising from Customer's use of Checkbook Services.

11. Dormant Accounts

If there is no activity in Customer's Account (including access or payment transactions) for 24 weeks or more Checkbook reserves the right, in its sole discretion, to close Customer's Account.

12. Privacy and Security

12.1

Checkbook has implemented technical and organizational measures designed to secure Customer information from accidental loss and unauthorized access, use, alteration or disclosure. Notwithstanding, Checkbook cannot guarantee that unauthorized third parties will never defeat these measures or use Customer information for improper purposes.

12.2

Checkbook will maintain all applicable PCI DSS requirements to the extent that it possesses or otherwise stores, processes, or transmits cardholder data on Customer's behalf, or to the extent that Checkbook could impact the security of Customer's cardholder data environment.

13. Termination & Suspension

13.1

Checkbook may terminate these T&Cs and close Customer's Account with notice to Customer.

13.2

Checkbook may also suspend the Service and instruct Checkbook's FSP to suspend access to Customer's Account (including the funds in its Account) if Customer:

1. fails to pay its bills, dues, and charges whether they are per transaction or subscription based ("Fees"),
2. has violated the terms of the Checkbook's policies or these T&Cs,
3. poses an unacceptable credit or fraud risk, or
4. provides false, incomplete, inaccurate, or misleading information or otherwise engages in fraudulent or illegal conduct.

13.3

If its Account is terminated, Customer agrees:

1. to continue to be bound by these T&Cs,
2. to immediately stop using the Service and to remove all logos from its website and wherever else they are displayed,
3. that the license provided under these T&Cs shall end,
4. that Checkbook reserves the right (but has no obligation) to delete all of Customer's information and Account data stored on Checkbook's servers, subject to laws and regulations applicable to such information, and
5. that Checkbook shall not be liable to Customer or any third party for termination of access to the Service, deletion of its information or Account data, or export of its information or Account data.

13.4

When Customer closes its Account:

1. any pending transactions will be canceled. Any funds that Checkbook though its FSP is holding in custody for Customer at the time of closure, less any applicable Fees, will be paid out to Customer according to its payout schedule, assuming all payout-related authentication requirements have been fulfilled (e.g., Customer may not close its Account as a means of evading its payout schedule); and
2. an investigation is pending, Checkbook may hold Customer's funds in accordance with these T&Cs until such investigation is complete.

13.5

Checkbook will not be liable to Customer for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of these T&Cs does not relieve Customer of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by Customer to Checkbook as provided in these T&Cs.

14. Customer's License

14.1

Checkbook grants Customer a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds Customer receives. Customer will be entitled to download updates to the Service, subject to any additional terms made known to Customer at that time, when Checkbook makes these updates available.

14.2

Customer may not directly or indirectly (via third-party or other scheme) do any of the following:

1. access or monitor any material or information on any Checkbook system using any manual process or robot, spider, scraper, or other automated means unless Customer has separately executed a written agreement with Checkbook referencing this section that expressly grants Customer an exception to this prohibition;
2. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Checkbook;
3. permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement;
4. transfer any rights granted to Customer under these T&Cs;
5. perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by Checkbook's other users, or impose an unreasonable or disproportionately large load on Checkbook's infrastructure.

15. Checkbook's Intellectual Property Rights

The Service is licensed and not sold. The Service is protected by copyright, trade secret and other intellectual property laws. Checkbook owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. These T&Cs do not grant Customer any rights to Checkbook's trademarks or service marks, nor may Customer remove, obscure, or alter any of Checkbook's trademarks or service marks included in the Service.

16. Indemnity

Customer will indemnify, defend and hold Checkbook and its processors, and Platform Partners harmless (and its 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 without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party that arises out of or relates to:

1. any actual or alleged breach of your representations, warranties, or obligations set forth in these T&Cs, including without limitation any violation of the Policies or the Operating Regulations;
2. Customer's wrongful or improper use of the Checkbook Services;
3. any transaction submitted by Customer through via the Checkbook Services (including without limitation the accuracy of any product information provided or any claim or dispute arising out of products or services offered or sold by Customer);
4. Customer's violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
5. Customer's gross negligence or willful misconduct; and
6. Customer's violation of any law, rule or regulation of the United States or any other country.

17. Disclaimer of Warranties by Checkbook

17.1

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT CUSTOMER'S OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CHECKBOOK OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CHECKBOOK, ITS PROCESSORS, PROVIDERS, LICENSORS AND FSPs (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DOES NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS.

17.2

CHECKBOOK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CHECKBOOK WILL NOT BE A PARTY TO, NOR INVOLVED IN MONITORING, ANY TRANSACTION BETWEEN CUSTOMER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

18. Limitation of Liabilities and Damages

EXCEPT TO THE EXTENT OF CHECKBOOK'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL EITHER PARTY, ITS CUSTOMERS, PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANKS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION 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 CHECKBOOK SERVICE. NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE CHECKBOOK SERVICES, CHECKBOOK PLATFORM, CUSTOMER'S CHECKBOOK ACCOUNT OR THE INFORMATION CONTAINED THEREIN. CHECKBOOK'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE IMMEDIATELY PRECEDING SIX MONTHS OF FEES RECEIVED BY CHECKBOOK FROM CUSTOMER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

19. Binding Arbitration

19.1

All claims & disputes between Customer and Checkbook, whether arising in contract, tort, equity, statute, or any other legal theory, including, without limitation, any claims relating in any way to these T&Cs (including their breach, termination, or interpretation) and any other aspect of the Parties' relationship, shall be resolved exclusively by binding arbitration. The arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, except as modified herein. The arbitration shall take place in the State of California, or another location mutually agreed upon in writing.

19.2

The arbitration shall be conducted before one arbitrator. The arbitrator shall be experienced in commercial transactions between sophisticated business parties and shall have the authority to award any remedy permitted by law. The award of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction.

19.3

Notwithstanding the foregoing, Checkbook may elect to pursue claims for unpaid amounts in a court of competent jurisdiction, and may assign Customer's account for collection. Any collection agency or assignee may pursue all available remedies, including recovery of past due amounts, interest, and costs of collection, as permitted by law and these T&Cs. Either Party may also seek temporary, preliminary, or emergency injunctive relief in court to protect its intellectual property, trade secrets, or confidential information, pending final resolution through arbitration.

19.4

Each party shall bear its own attorneys' fees and costs of arbitration, except as otherwise provided by the arbitrator in the final award.

19.5

The Parties agree that all aspects of the arbitration, including the existence of the arbitration, the proceedings, and the award, shall be kept strictly confidential, except as required by law.

19.6

This arbitration provision shall survive the termination of these T&Cs.

20. Governing Law

20.1

This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of California and applicable federal law, including the Federal Arbitration Act, without giving effect to any choice-of-law or conflict-of-law rules that would apply the law of any other jurisdiction. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Agreement.

20.2

APPLICABLE FOR CANADA: For transactions considered to be within the purview of Canada's laws and regulatory authorities, this Agreement will be governed by the applicable Canadian Federal or provincial jurisdiction. Where there is a conflict it is the intention of the Parties that the laws of California and United States federal law shall control.

21. Limitation on Time to Initiate a Dispute

Unless otherwise required by law:

21.1

an action or proceeding by Customer relating to a Payment Dispute must commence within six months of initiation of such payment/transaction.

21.2

an action or proceeding by the Parties relating to any commercial dispute (a dispute that is not a Payment Dispute) must commence in accordance with the applicable statute of limitations.

22. Third Party Services and Links to Other Websites

If Customer decides to use third party services, including one of Checkbook's Platform Partners, Customer will be responsible for reviewing and understanding the terms and conditions associated with them. Customer agrees that Checkbook is not responsible for the performance of these third-party services. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Checkbook. Checkbook expressly disclaims any liability for these websites.

23. Marketing

Customer grants Checkbook the right to use its company name and logo as a reference for marketing or promotional purposes on Checkbook's website and in other public or private communications or disclosures with its existing or potential customers and investors, subject to its standard trademark usage guidelines as provided to Checkbook from time to time.

24. Modification of Checkbook Services

Checkbook may from time to time enhance, update, or modify the features and functionalities of its platform to improve performance, user experience, security, or compliance. Checkbook will use reasonable efforts to provide prior written notice of any material changes that may adversely affect the Marketplace Owner's use of the services. Non-material changes, including routine enhancements or adjustments that do not negatively impact functionality, may be implemented without advance notice. Discontinued features will only be removed where necessary and with consideration for the Marketplace Owner's use and business continuity.

25. Checkbook's Fees

25.1

Fees are collected directly by Checkbook or a Platform Partner to complete the transaction processing and may be withheld from payments received by Customer.

25.2

Checkbook charges fees for exception processing, such as chargebacks and returns, which are set forth on Exhibit A.

25.3

Checkbook may change the Fees. By continuing to use the Checkbook Services, Customer consents to the change in Fees. To withdraw its consent, Customer must close its Account.

26. Customer's Payment Authorization

26.1

Customer authorizes the Checkbook through its FSP to hold, receive, disburse and settle funds on its behalf. Customer's authorization permits Checkbook though its FSP to generate a paper draft or electronic funds transfer to process each payment transaction that Customer authorizes.

26.2

Customer authorizes the FSP to initiate electronic Network entries to each bank account for which Customer inputs or enables the retrieval of the routing number and account number, card number on Checkbook's website, mobile app or any other ingress point such as through one of Checkbook's Platform Partners, and to initiate adjustments for any transactions credited or debited in error. Customer agrees to be bound by the Network Rules, and Customer agrees that all Network transactions that Customer initiates will comply with all applicable law.

26.3

If Customer uses Checkblook's API, Customer agrees that its use of same constitutes permission for Checkbook to retain and log its payment authorization requests and that Checkbook's online logs will be evidence of such payment authorization(s)

26.4

Customer's authorization will remain in full force and effect until Customer notifies Checkbook that Customer revokes same by contacting Checkbook Customer Support in accordance with instructions on Checkbook's website or by closing Customer's Account. Customer understands that Checkbook requires a reasonable time to act on its revocation, not to exceed five business days.

27. Checkbook's Set-Off and Collection Rights

27.1

To the extent permitted by law, Checkbook may set off any obligation Customer owes Checkbook under these T&Cs (including chargebacks) against any credit in Customer's Account or against any amounts due to Customer. All Fees are deducted first from the transferred or collected funds and thereafter from Customer's Account. If Customer does not have sufficient funds, Checkbook through its FSP may collect from any funding source associated with Customer's Account, or from any other Account under its control, or from any funding source associated with such other Account, including but not limited to any funds

1. deposited by Customer,
2. due to Customer under these T&Cs, or
3. available in its bank account, or other payment instrument registered through Checkbook. Customer's failure to pay in full amounts that Customer owes Checkbook on demand constitute a material breach of these T&Cs.

27.2

Customer will be liable for Checkbook's costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees and costs, and interest at the lesser of 1.5% per month or the highest rate permitted by law. In its discretion, Checkbook may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

28. Chargebacks

28.1

The full amount of a payment may be charged back to Customer if

1. it is disputed by a Payor,
2. it is reversed for any reason,
3. it was not authorized or Checkbook has a reason to believe that the transaction was not authorized, or
4. it is unlawful, suspicious, or in violation of the terms of these T&Cs.

28.2

Customer will immediately pay Checkbook the amount of any chargeback and associated Fees, fines, and penalties.

28.3

If Customer has pending chargebacks, Checkbook through its FSP may delay payouts to Customer.

28.4

Checkbook may withhold the amount of the potential chargeback from payments otherwise due to Customer under these T&Cs until such time that:

1. a chargeback is assessed due to a Payor's complaint, in which case Checkbook's FSP will retain and refund the funds;
2. the period of time under applicable law or regulation by which the Payor may dispute that the transaction has expired; or
3. Checkbook determines that a chargeback on the transaction will not occur.

28.5

If Checkbook determines that Customer is incurring an excessive amount of chargebacks, Checkbook may establish controls or conditions governing Customer's Account, including without limitation, by

1. assessing additional Fees,
2. creating a Reserve in an amount reasonably determined by Checkbook to cover anticipated chargebacks and related fees,
3. delaying payouts, and
4. terminating or suspending the Service or closing Customer's Account.

28.6

Customer agrees to assist Checkbook when requested, at its expense, to investigate any of its transactions processed through the Service. To that end, Customer permits Checkbook to share information about a chargeback with the Payor, the Payor's financial institution, and its financial institution in order to investigate and/or mediate a chargeback. Checkbook will request necessary information from Customer to contest the chargeback. If the chargeback is contested successfully, Checkbook will release the reserved funds to Customer. If a chargeback dispute is not resolved in its favor by the Networks or issuing bank or Customer chooses not to contest the chargeback, Checkbook may recover the chargeback amount and any associated fees as described in these T&Cs. Customer acknowledges that its failure to assist Checkbook in a timely manner when investigating a transaction, including providing necessary documentation within seven days of Checkbook's request, may result in an irreversible chargeback. Checkbook reserve the right, upon notice to Customer, to charge a fee for mediating and/or investigating chargeback disputes.

29. Reserve

29.1

In order to continue use of the Services, Checkbook may require a certain balance that Customer maintains in its Account ("Reserve") to secure the performance of its payment obligations under these T&Cs. The decision to require and the amount of the Reserve is made at Checkbook's sole discretion.

29.2

If Customer does not have sufficient funds to satisfy its required Reserve, Checkbook may fund the Reserve from any funding source associated with Customer's Account, or from any other funding source under its control, including but not limited to funds:

1. credited to Customer's Account,
2. due to Customer under these T&Cs, or
3. available in its bank account, or other payment instrument registered with us.

29.3

Customer grants Checkbook a security interest in and lien on all funds held in the Reserve, and also authorizes Checkbook to make withdrawals and debits from the Reserve, without prior notice to Customer.

29.4

Customer will execute all additional documentation required for Checkbook to perfect Checkbook's security interest in the Reserve. This security interest survives for as long as Checkbook hold funds in its Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law.

30. E-Sign Disclosure and Consent

30.1

By accepting these T&Cs, Customer agrees and consents to receive all communications, agreements, documents, notices and disclosures (collectively, "Communications") that Checkbook provides in connection with its Account and the Checkbook Services, electronically.

30.2

Communications may be sent by:

1. email to the primary email address listed in its Account registration,
2. emailing Customer a link or instructions on how to access them, and
3. where permitted by law, by posting the Communications at www.checkbook.io

31. Transactions

31.1

Where applicable, upon the release of transaction information by Checkbook, a Payor will be debited or charged by Checkbook, unless the Payor has already pushed i.e., initiated the funds transfer. Customer agrees that the Payor's obligation to the recipient is treated as paid after processing has been initiated by Checkbook and the transaction enters the "Completed" status in Checkbook. After the initiation of processing by Checkbook, Customer agrees not to attempt to collect or otherwise seek payment from the Payor, because Customer agrees that Payor's obligation to Customer has been conclusively discharged. Transactions may stay in a "Pending" state before "Completed" if Checkbook is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are "Completed".

31.2

Transactions may be disputed by the Payor up to the number of days stipulated in applicable Network regulations from the date the transaction appears in the Payor's bank account. Disputes resolved in favor of the Payor may result in reversal of the disputed transaction.

31.3

Checkbook reserves the right to limit or restrict transaction size or volume. If Customer would like to increase its limits, please contact Checkbook Support.

32. Payout Schedule

32.1

Checkbook through its FSP will transfer funds to Customer's bank account according to the typical schedule applicable to the specific Network used to transfer the funds. Regardless of the Network used to transfer the funds, Checkbook through its FSP will transfer funds to Customer's bank account no more than 30 days after funds settle to the FSP, subject to any Reserve. If Checkbook cannot transfer the funds to Customer's bank account (due to inaccurate or obsolete bank account information entered by Customer, or for any other reason), Checkbook may refund the funds to the Payor or escheat them. Neither the FSP, Checkbook, nor the Payor will have any liability to Customer for funds so refunded.

32.2

Settlements to a bank account may be limited or delayed based on its perceived risk and history with Checkbook. If Customer would like to request an increase to its settlement limit, please contact Checkbook Support.

32.3

Should Checkbook need to conduct an investigation or resolve any pending dispute related to Customer's Account, Checkbook may defer payout or restrict access to its funds for the entire time it takes Checkbook to do so. Checkbook may also defer payout or restrict access to its funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

32.4

If Checkbook suspects future chargebacks and disputes as a result of Customer's historical transaction performance, Checkbook may defer payout and restrict access to its funds until Checkbook reasonably believes, in its sole discretion, that the risk of receiving a chargeback or dispute has passed. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Checkbook's sole discretion.

33. Refunds and Returns Provided by Customer

Customer agrees to process returns of, and provide refunds and adjustments for, goods or services through its Account in accordance with these T&Cs and the Operating Regulations and Network Rules, as applicable. The Operating Regulations require that Customer will

33.1

maintain a fair return, cancellation or adjustment policy;

33.2

disclose its return or cancellation policy to Payors at the time of purchase,

33.3

not give cash refunds to a Payor in connection with a payment processed through Checkbook's Service, unless required by law, and

33.4

not accept cash or other item of value for preparing a sale refund through the applicable Network. Customer's refund policies must be the same for all payment methods.

34. Assignment

This Agreement shall be binding upon and for the benefit of Customer, Checkbook, and their permitted successors and assigns. Either Party may assign these T&Cs as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Neither Party may otherwise assign its rights or delegate its duties under these T&Cs either in whole or in part without the prior written consent of the other Party. Any assignment or delegation without such consent will be void.

35. Relationship of the Parties

Customer and Checkbook are independent contractors, and nothing in these T&Cs shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party's name or on its behalf.

36. Force Majeure

If the performance of either Party is made impossible by reason of any circumstances beyond such Party's reasonable control, including without limitation, fire, explosion, power failure, acts of God, war, revolution, civil commotion, or acts of public enemies, any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body, labor unrest, including without limitation, strikes, slowdowns, picketing or boycotts, then such Party(s) shall be excused from such performance on a day-for-day basis to the extent of such interference, provided that the Party shall use reasonable efforts to remove such causes of non-performance.

37. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of these T&Cs shall survive and remain in effect in accordance with its terms upon the termination of these T&Cs.

38. Entire Agreement

These T&Cs along with internal references and exhibits (both of which are incorporated by reference herein as though fully set forth) constitute the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral. Except as expressly provided in these T&Cs, these terms are a complete statement of the agreement between Customer and Checkbook, and they describe the entire liability of Checkbook and its vendors and suppliers (including processors) and its exclusive remedy with respect to its access and use of the Service. If any provision of these T&Cs is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The T&Cs do not limit any rights that Checkbook may have under trade secret, copyright, patent, and other laws. Checkbook's failure to assert any right or provision under these T&Cs shall not constitute a waiver of such right or provision.

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© 2025 Checkbook Inc.

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[SAMPLE FOR ILLUSTRATIVE PURPOSES ONLY]

EXHIBIT A - PRICING AGREEMENT

MONTHLY FEE =

ACH (per debit or credit)	Same-Day ACH (per debit or credit)	Push to Debit (OCT)**	RTP / FedNow	Venmo	Print & Deposit (Digital Check)	USPS Mail Per Check*

* USPS pricing subject to change in event of postage increases
** This pricing applies to all standard mailed checks (NOT "blank checks") triggered via the dashboard or API on behalf of Customer. This fee is inclusive of printing, postage and positive pay.
*** Push to Debit (OCT) pricing is inclusive of all charges and is NOT subject to any further pass-through costs.

Additional Cost:

• Printed attachments are $0.39 per page

  • Printed attachments are defined as files that are printed and sent along with mailed checks. These attachments can be submitted to Checkbook via the dashboard and/or API at the same time as payment submission.

• ACH Returns are $15

  • ACH Returns are defined as credit or debit entries initiated by Checkbook that involuntarily returns a previously originated payment

• ACH Chargebacks are $35

  • ACH Chargebacks are defined as debit entries initiated by Checkbook that returns a previously originated payment to the Originating Depository Financial Institution (ODFI). The primary example of an ACH Chargeback is when the account holder of a debited account disputes an ACH pull request.

• Stop Payments are $25

  • Stop Payments are defined as requests made by the Customer to place a stop at the bank for either a Mailed Check or Digital Check that has been mailed or sent to a recipient but not yet cashed. Stop Payments can only be requested for pre-funded Mailed Checks or pre-funded Digital Checks.

Our pricing structure is based on a monthly platform fee and a contractual commitment of 36 months. See Term and Renewal set forth herein.

The monthly platform fee and all transaction costs will be billed, monthly, throughout the 36-month contractual commitment period.

Billing

Billing:

1. Customer is billed monthly and the amount billed is debited to the billing account on file in accordance with the T&Cs.

2. Monthly platform billing commences on the Effective Date, unless otherwise agreed to by the Parties in writing.

Term and Renewal:

Initial term is 36 consecutive months following the Effective Date. This agreement is automatically renewed annually for 12 months unless either party gives notice of non-renewal 90 days prior to the expiration of the current term.

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[SAMPLE FOR ILLUSTRATIVE PURPOSES ONLY]

EXHIBIT B - CHECKBOOK SERVICE LEVEL AGREEMENT ("SLA")

1) Service² Levels

1.1) Uptime Guarantee

The Checkbook Services shall be operational at least 99.5% of the time in any given month during the term of the Agreement.

1.2) Software Support contact information

Checkbook will provide a dedicated support or number or email for Customer. The Parties will set up an email address that will be available for Customer questions.

Email	support@checkbook.io
IM	www.checkbook.io

1.3) Periodic Maintenance Windows

Uptime will not include initial requests sent during Periodic Maintenance Windows or Downtime (defined below). Periodic Maintenance Windows: may occur on Sundays between 1:00AM – 6:00AM Eastern Time. In exceptional cases, longer maintenance windows may be required or maintenance may be conducted on another day of the week.

1.4) Uptime Service Level

is effective on the date the Checkbook Services are live in productive use and generally available to Customer.

1. Downtime means the amount of time, measured in minutes, during which the Checkbook Services are unavailable to respond to requests during a calendar month excluding any time during which the Checkbook Services are unavailable during a Regular Scheduled Maintenance Window (as set forth above).

2. Monthly Uptime Percentage means the total number of minutes in a calendar month minus the number of minutes of Downtime in a calendar month, divided by the total number of minutes in a calendar month. Calculation of uptime can be evidenced by the records of an eternal 3rd party service provider for measuring site uptime.

3. Service Level and Service Level Credits

   1. Meets Expectations Monthly Uptime Percentage >= 99.5%: No Credit

   2. Below Expectations If the Monthly Uptime Percentage does not meet expectations for a month, Customer will receive a credit against the Checkbook Services fees for that month as follows:

      1. Monthly Uptime Percentage ≥ 98.5% and < 99.5%: 5% credit of that month's Fees
      2. Monthly Uptime Percentage < 98.5% and ≥ 97.0%: 10% of that month's Fees
      3. Monthly Uptime Percentage < 97.0% and ≥ 95.5%: 15% credit of that month's Fees
      4. Monthly Uptime Percentage < 95.5%: 20% credit of that month's Fees

1.5) Support Response Time and Service Error Resolution Time Service Level

1. Service Response Time is measured from the time Checkbook receives a support request from Customer for the applicable Severity Level Customer issue (each such request, a "Support Request") to the time a member of Checkbook's team contacts Customer via email (or IM if applicable) to acknowledge receipt of Customer's report of an error.

2. The Support Response Time Service Level shall be effective no later than 30 days after the Services are live in productive use and generally available to Customer.

3. Service Level and Service Level Credits.

   1. Meets Expectations During the applicable month, a response to Support Requests meet the applicable response times set forth below by priority level:

   Severity Level	Severity 1	Severity 2	Severity 3
   Definition	The Service or critical components are unavailable for use, resulting in one or more of the following potential conditions that require immediate attention – • Processing halted due to system wide outage • Critical business impact • Security breach/exposure • Significant financial impact	The Service or a critical component is functioning but is significantly restricted and business operations are significantly impacted with temporary workaround in place.	The Service is functioning, but a business component has incomplete functionality and business operations can continue. Customer impacted but able to manage until resolution is provided.
   Customer Service Response Time	45 Minutes	one hour	Same business day
   Escalation Procedures	Response from Manager on duty within 45 minutes Inform CEO within 45 minutes	Response from Customer Service agent on duty within one hour Inform Manager on duty within 30 minutes	Response from Customer Service agent within four hours Inform Manager on duty within one hour

   2. Below Expectations If Checkbook does not Meet Expectations for the Support Response Time during a calendar month, Checkbook will apply a credit against Customer's fees for that month as follows:

      1. If, during the applicable month, the Service Response Time is missed two times: 5% credit of that month's Fees
      2. If, during the applicable month, the Service Response Time is missed three or more times: 10% credit of that month's Fees

1.6) Recovery Time Objective (RTO)

1. Recovery Time means the time it takes for Checkbook to make the Checkbook Services available for Customer use after the occurrence of a disaster that renders the Checkbook Services inoperable and the Checkbook and Customer executive management declares such an event a disaster ("Disaster Event").

2. The RTO Service Level shall be effective no later than 30 days after the Checkbook Services are live in productive use and generally available to Customer.

3. The RTO Service Level will only apply in those months during which a Disaster Event occurs.

4. Service Level and Service Level Credits

   1. Meets Expectations Recovery Time for a Disaster Event ≤ 24 hours
   2. Below Expectations Recovery Time for a Disaster Event > 24 hours; if Checkbook does not Meet Expectations for the RTO Service Level, Checkbook will apply a credit against Customer's fees for such month in the amount of 5% of the fees.

2) Additional Terms

Force majeure events can affect performance levels and impact the service components of this SLA. The service components established in this SLA are for Checkbook services provided during normal business operations. Checkbook shall not be liable to Customer solely to the extent that

1. a breach by Customer of its obligations under the Agreement,
2. internet outages or other common carrier failures, or
3. force majeure events results in Checkbook's failure to perform in accordance with this SLA.
4. In the event of a situation which necessitates execution of any portion of Checkbook's disaster recovery plan, the measurement and reporting of this SLA will be suspended until the backup site is fully operational and users can resume normal use of the Checkbook services.

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EXHIBIT C - DATA PRIVACY AND INFORMATION SECURITY ADDENDUM

This Data Privacy and Information Security Addendum (the "Addendum") sets forth the terms and conditions relating to the privacy, confidentiality and security of Personal Data (as defined below). For purposes of this Addendum, Checkbook is the Processor and the party providing data is the Controller.

1. Definitions

1.1

Personal Data means any information relating to an identified or identifiable individual (including, but not limited to, a person's name, postal address, email address, telephone number, date of birth, Social Security number or its equivalent, driver's license number, account number, credit or debit card number, personal identification number, health or medical information, information relating to an individual's economic or social identity) and any other information classified and protected as personal data or equivalent under applicable privacy or data security laws, including but not limited to the EU General Data Protection Regulation 2016/679 (the "GDPR") and the California Consumer Privacy Act (the "CCPA").

1.2

Process or Processing means any operation or set of operations performed upon Personal Data, including but not limited to accessing, obtaining, storing, transmitting, using, maintaining, disclosing or disposing of Personal Data.

1.3

Security Incident means any actual or reasonably suspected loss, theft, misappropriation, unauthorized use, and/or disclosure of access to Personal Data, including any access to or use of or issue relating to the Processor systems that store or access any Personal Data and that may compromise the privacy, confidentiality or security of such Personal Data.

1.4

Sell, Selling, or Sale means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means an individual's Personal Data by a business to another business or any third party for monetary or other valuable consideration.

2. Privacy, Confidentiality and Security of Personal Data

2.1

Processor shall solely Process Personal Data only on behalf of and for the benefit of Controller and only as necessary for Processor to carry out its obligations pursuant to the Agreement and in accordance with Controller's written instructions (which may be in the form of the terms of a contract) or for any payment processing activity pertaining exclusively to the subject of such Personal Data. Furthermore such Personal Data may be used to comply with any applicable law to which Processor is subject to.

2.2

As between Processor and Controller, Controller provides Personal Data to Processor in connection with Checkbook Services. Such Personal Data belongs to the entity identified by the Personal Data. Processor shall not Sell any of the Personal Data it receives from Controller to any third party or affiliate, without Controller's prior written consent at Controllers sole discretion.

2.3

Processor shall not subcontract or delegate any part of the Processing of Personal Data nor provide access to the Personal Data to any third party, without Controllers' prior written consent at Controllers' sole discretion. Processor shall ensure that its employees, agents, authorized subcontractors and other third parties with access to such Personal Data comply with all applicable laws related thereto and the terms of this Addendum. Processor shall limit access to Personal Data to those employees, agents, and authorized subcontractors who have a need to know the Personal Data in order for Processor to provide Checkbook Services to Controller and who have agreed in writing to protect the Personal Data in compliance with applicable laws and Controller's policies including, without limitation, commitments of confidentiality by contract or otherwise under statutory obligations of confidentiality.

2.4

Processor shall document, implement and maintain processes, systems and technical, physical and administrative information security safeguards to protect Personal Data that is appropriate and commensurate to the risk associated with the relevant Processing activities. Processor represents and warrants that it will endeavor to comply with all applicable data privacy and security laws (including, but not limited to the GDPR and any local Member State laws) in Processing the Personal Data.

2.5

Processor will not access, transfer or store the Personal Data outside of the jurisdiction in which the Personal Data was provided, unless otherwise expressly authorized in writing by Controller in connection with Checkbook Services. In the event that Processor or a third party working on Processor's behalf needs to transfer Personal Data in connection with Checkbook Services, Processor shall ensure that it has established a legal basis for such transfer pursuant to applicable data privacy laws relating to cross border transfers of Personal Data. If requested by Controller in connection with Checkbook Services, Processor agrees to enter into one or more Standard Contractual Clauses for Processors to effectuate a legal basis for data transfers from the European Union to the United States (or any country deemed inadequate).

2.6

When Personal Data is no longer necessary for the performance of Checkbook Services, or promptly upon expiration or termination of the Agreement (whichever is earlier), or at such earlier time if requested by Controller, Processor shall, in Controller's discretion, return to Controller or destroy and certify such destruction in writing to Controller, all Personal Data (including any copies or backups of that data in any media) in Processor's possession, custody or control, subject to any right to ongoing storage of the Personal Data covered by applicable laws in the relevant jurisdiction. Processor may however retain any and all Personal Data as necessary for completing any payment processing activity or for compliance reasons, indefinitely.

2.7

Processor shall notify Controller within one working day of any Security Incident. In the event of a Security Incident, Processor shall

1. conduct a reasonable investigation of the cause of the Security Incident,
2. immediately use best efforts to promptly take all actions to rectify, prevent, contain, mitigate and remediate the Security Incident,
3. cooperate with Controller in providing information to Controller as requested relating to the Security Incident,
4. if requested by Controller, provide notice to individuals whose Personal Data was affected by the Security Incident in a manner and format determined by Controller, as well as to any third party law enforcement or regulatory agencies, provided that Controller retains the right, in its sole discretion, to provide any reasonably required information relating to the Security Incident to third parties or employees that may have been affected by the Security Incident. Processor agrees to defend, indemnify and hold Controller harmless from and against any and all third party claims and resulting damages and losses relating to
   1. Security Incident or
   2. Processor's breach of the terms of this Addendum.

2.8

Upon request by Controller in the event of a subject access request, portability or other similar request to produce or delete Personal Data, Processor shall comply with Controller's request to produce or remove such Personal Data entirely and cooperate with Controller's instructions to comply with applicable laws related thereto. If Processor directly receives any such request, Processor shall immediately notify Controller, unless prohibited by law. Processor may however retain any and all Personal Data as necessary for completing any payment processing activity, indefinitely.

2.9

To the extent that Controller deems a Processing activity to be high risk or otherwise requires a privacy impact assessment, Processor shall cooperate with Controller to complete the privacy impact assessment and produce any information, policies, security assessments and related procedures required by Controller to fulfill such request.

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© 2025