QuickAccept(SM) - Chase Integrated Payments Terms Of Service And .

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QuickAccept(SM) - Chase Payment Solutions(SM) Terms of Service and Privacy StatementLast updated: 08/25/2022This agreement with Chase is available in Spanish as a courtesy. If there is any difference in meaning between the Spanish and Englishversions of this agreement or any related documents we provide you, either now or in the future, the English version is the official document andwill prevail. Please consult with a translator if you have any questions.These Terms of Service are a legal agreement (this “Agreement”) between you (“user,” “you” or “your”) and WePay, Inc., a Delawarecorporation (“WePay,” “we,” “our” or “us”). WePay is a subsidiary of JPMorgan Chase Bank, N.A. (“Chase”).WePay provides Chase Payment SolutionsSM , including “QuickAcceptSM” (collectively the “Service”), provided through integration with theChase Mobile app (the “App”), other proprietary applications and terminal devices.QuickAccept is a feature of your eligible Chase Business Banking Account (the “Bank Account”). The Bank Account is governed by the DepositAccount Agreement with Chase. If your account is for a government entity, the QuickAccept feature is not available. Your use of the Serviceconstitutes confirmation of your acceptance and agreement to the terms of this Agreement. This Agreement incorporates by reference allpolicies, notices, and other content that appear on the App, our websites at chase.com/business/payments and www.wepay.com as well aspolicies, notices, and other content concerning the Service that appear on the App and the websites (collectively, the “Website”).As part of the payment link feature embedded within the Service, you will be able to send an electronic link to your customer via email or textmessage. You must ensure that you have any necessary consent from your customer to send the email and/or text message to them. In thecase of sending by text, your customer will see the phone number of the device that you send the link from. Messaging and data rates mayapply.Table of Contents1. Merchant Relationship with WePay. 22. Limitations on Responsibility . 33. Our Fees. 34. E-Sign Disclosure and Consent. 35. Prohibited Merchants and Activities . 36.Our Role and Your Responsibilities . 47.Your ACH Payment Authorization . 58.Accepted Forms of Payment. 59.Sharing Information . 510.Settlement Schedule . 511.Reserve . 512.Your Funds Prior to Settlement . 613.Cardholder Data Security . 614.Taxes . 615.Customer Service Provided by Merchants . 616.Refunds and Returns Provided by Merchants . 617.Merchant’s Liability for Chargebacks . 618.How Chargebacks are Handled . 619.Set-off and Collection Rights; Grant of Security Interest . 720.Dormant Accounts . 721.Statements and Errors. 722.Receipts . 723.Privacy . 724.Security . 825.Termination. 826.Effect of Termination . 827.Our Intellectual Property Rights . 828.Your Representations and Warranties . 829.Disclaimer of Warranties by WePay and the Bank . 81 of 15

30.Our and the Bank’s Liability. 931.Waiving Special Damages . 932.Timely Filing of Claims . 933.Indemnification and Holding Harmless. 934.Disputes . 935.Arbitration . 936.Governing Law and Venue . 937.Waiving Rights to Jury Trial. 1038.Assigning this Agreement; Change of Control . 1039.Amendment of Agreement . 1040.Force Majeure . 1041.Other Provisions . 1042.Survival . 10Exhibit A. 10Exhibit B. 11Merchant Services’ Privacy Statement . 12Commitment to Privacy and SecurityCircumstances Where We Collect InformationUse and Disclosure of InformationProtection of Cardholder and Merchant DataRetention of InformationPersonal InformationModifications to Privacy StatementFor Our European Economic Area (EEA) and Canadian MerchantsContact Information1. Merchant Relationship with WePayWePay provides the Service to users (“Merchants”) to facilitate receipt by Merchants of card payments. These transactions are betweenMerchants and persons who pay them (“Purchasers”). Neither WePay, nor any Chase subsidiary or affiliate, is a party to these transactions.WePay initiates the payment process by providing information to Paymentech, LLC, a Delaware limited liability company (“Paymentech”).Paymentech is a subsidiary of Chase, which is a member of Visa U.S.A., Inc., Visa International (“Visa”), Mastercard International Incorporated(“MasterCard”), American Express Travel Related Services Company Inc. (“American Express”), or other payment card networks, associations,or companies (collectively, the “Card Networks”). Paymentech in its capacity as an authorized processor of transactions and Chase in itscapacity as a member of several Card Networks are referred to collectively as the “Bank.” WePay shall pay, or cause the Bank to pay,Merchants under both (a) the provisions of its agreement with WePay, and (b) the by-laws, operating regulations and all other rules, policies andprocedures of the Card Networks as in effect from time to time (the “Card Network Rules”), that make WePay responsible for instructingsettlement with you as a Merchant.To establish your profile for use of the Service (“Profile”), WePay will obtain from Chase the identity information you provided to open your BankAccount and may ask for additional information to identify you, such as beneficial ownership information (where applicable). You agree toprovide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver’s license or abusiness license). You agree that the identity information provided is complete and accurate to the best of your knowledge. You agree topromptly notify WePay if there are any significant changes to the nature of your business (including changes to any trade name(s)), productlines or services or in the event any person or entity acquires any beneficial ownership interest in you which is twenty-five percent (25%) ormore.In order to settle the payments you have accepted to your Bank Account, your identity information must be provided. If you do not provideidentity information, then (a) thirty (30) days after you accept your first payment, you will not be able to accept additional payments, and (b)unless you provide identity promptly, the Bank will refund to your Purchasers all of the payments you have accepted. Finally, if at any time theidentity information you provided is not correct and up to date, unless you provide verifiable information promptly upon request, (a) your Profilewill be disabled so that you cannot accept additional payments, and (b) the Bank will refund to your Purchasers all of the payments that youhave accepted but not settled. Neither the Bank nor WePay will have any liability to you for your inability to accept payments or for refundspursuant to this paragraph.Businesses (including sole proprietorships) and nonprofit organizations may use the Service if they are located in one of the 50 United States orthe District of Columbia. Businesses located in Puerto Rico, U.S. territories (such as Guam), and U.S. military bases are not supported. Youmay use the Service on behalf of a business or nonprofit organization only if you are eighteen (18) years of age or older and you have the2 of 15

authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofitorganization.USA PATRIOT ACT: To help prevent the funding of terrorism and money laundering activities, Federal law and internal policies require us toobtain, verify, and record information that identifies each person who opens an account.2. Limitations on ResponsibilityNeither WePay, the Bank nor any other third party makes any representations or guarantees regarding Merchants orPurchasers utilizing the Service. Use of our Service in no way represents any endorsement by WePay or any Card Network, of a user’sexistence, legitimacy, ability, policies, practices, or beliefs. WePay does not have control of, or liability for, goods or services that are paid forwith the Service. Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that thePurchaser’s payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will notlater result in a chargeback or reversal.A nonprofit organization may use the Service to accept payments as a Merchant. Not all nonprofit organizations are tax-exempt, and not allcontributions to nonprofit organizations are tax-deductible. Nonprofit organizations are responsible for correctly classifying themselves and theirtransactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifyingthe status of organizations to which they donate and reporting their donations correctly for tax and other purposes. WePay specifically disclaimsany liability in this regard.If we sell or otherwise provide you with terminals or other equipment, (1) we are the equipment reseller, not the manufacturer, and (2) you willreceive pricing and any additional terms (including manufacturer’s warranty) before purchase.3. Our FeesFees related to the Service are provided in the Additional Banking Services and Fees for Business Accounts.If Merchant refunds a payment in full, WePay will return its transaction processing fees. If Merchant refunds a payment in part, WePay will notreturn its transaction processing fees. Typically, fees are netted against other funds due to Merchant or debited from the Merchant’s BankAccount. Merchant agrees to pay the fees for the Service that are posted from time to time or otherwise disclosed to you.Subject to the terms of this Agreement, we reserve the right to change our fees. We will give you 30 days notice before the effective date of anychange in a fee. By continuing to use the Service after receiving such notice, you consent to the change in fees.4. E-Sign Disclosure and ConsentBy agreeing to Chase’s Online and Mobile E-Sign Disclosure and Consent Agreement (“E-Sign Consent”), you have agreed to receiveelectronically all communications, agreements, documents, notices and disclosures that we provide in connection with your use of the Service.You may withdraw your consent to receive communications electronically in accordance with the E-Sign Consent. If you withdraw your consentto receive communications electronically, WePay may restrict or terminate your use of the Service, or charge you additional fees for papercopies.5. Prohibited Merchants and ActivitiesBy registering as a Merchant, you confirm that you are not one of the persons listed below and will not accept payments or use the Service inconnection with the activities, items or services set forth below: Substances / services considered to be “brand damaging” as defined by the Card NetworksPrivate Prison OperatorsPharmaceuticals – Prescription Opioid Manufacturers and Distributors (majority business)Drug ParaphernaliaAdult Entertainment and Adult Oriented BusinessesCollection Agencies / Consumer Debt Buyers / Collection Litigation Law FirmsManufacturers of modern sporting rifles (assault-style weapons) with civilian end usersFirearms merchants that do not possess a Federal Firearms License (FFL)Firearms merchants with 50% of sales derived from modern sporting riflesFirearms merchants selling 80% complete lower receiversOther social risk issues: Clients that have been subject to allegation and impacts related to hate groups, systemicracism, sexual harassment, corporate culture, etc.Payday and Payroll Lenders (including Small Dollar Lenders)Products/services solely based on guaranteed rebate, refund or prizeTelecommunication Services, including Local and Long-Distance Calls, Credit Card Calls, and Fax ServicesElectric Car ChargingDoor to door sales – Unsolicited vendors with immediate payment expectedBankruptcy lawyersLifetime guarantyLifetime membershipsAirlinesCar rental agenciesBranded Lodging - Hotels, Motels, ResortsTimesharesTravel AgenciesTravel Tour Operators without membership to a Travel Industry Bonding Agency or not an authorized ticket agent3 of 15

Bail BondsBuy Here, Pay Here (In House Financing) – via Debt Repayment ProgramsBuy Now Pay Later ProvidersFor Profit Higher Education (FPHE)Military and DefenseMulti-level marketingRepossession AgenciesPawnbrokers and Pawn ShopsPharmaceuticals – Prescription Opioid (minority business)Pharmaceuticals, internet pharmaciesTobacco / E-cigarettes / VapingDirect Marketing – Outbound TelemarketingDirect Marketing - Inbound telemarketing, negative option, renewal, or continuity subscription practicesAlcohol sales and liquor salesCasinos and other Gaming establishmentsOnline Sports Betting (including Daily Fantasy Sports)FinTechs (e.g., P2P Crowdfunding) / Marketplaces / Payment FacilitatorsForeign Financial InstitutionsFunds (i.e., Hedge, Pension, Private Equity Real Estate Investment Trusts)Ingestible products containing hemp-derived CBD (e.g., supplements and food additives)New Banks / Credit UnionsDigital wallet, stored value, top-up wallet, prepaid companies, prepaid phone cards or cash services, sale of mobile minutes, or quasi cashCash at Point of SaleCondo (real estate) down paymentsInvestment of futuresCommercial leasing merchantsLicensed insolvency practitionersMortgage paymentsCannabisYou agree to provide additional documentation upon request for risk assessment purposes and to verify that you have not engaged in prohibitedactivity.If WePay determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser,or seized.In addition, if we reasonably suspect that your Profile has been used for an unauthorized, illegal, or criminal purpose, you give us express authorizationto share information about you, your Profile, your access to the Service, and any of your transactions with law enforcement.6. Our Role and Your ResponsibilitiesThe Service collects, analyzes and relays information generated in connection with payments between Purchasers and Merchants. You authorizeWePay to provide this information to the Bank in order for the Bank to facilitate payments from Purchasers to Merchants through the Card Networks.WePay instructs the Bank to conduct the settlement of card transactions to Merchants.WePay has entered into agreements with the Card Networks and the Bank. You are not a third-party beneficiary of these agreements. Each of theCard Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement againstyou. Some of the Card Networks may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, wemay suspend your access to the Service.You acknowledge that, if you receive payments from American Express exceeding the threshold specified by American Express, you will be convertedto a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Cardacceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance.If you receive payments from any Card Network exceeding the threshold specified by that Card Network, you agree that (i) Paymentech shall be a thirdparty beneficiary of all of WePay’s rights under this Agreement and (ii) this Agreement shall be deemed the Commercial Entity Agreement as describedin the Card Network Rules.Furthermore, you must abide by the applicable Card Network Rules. For example, you will display each card’s logo with equal size and prominence,and you shall not display a preference for, or discriminate against, one card brand over another.Notwithstanding WePay’s assistance in understanding the Card Network Rules, you expressly acknowledge and agree that you are assuming the riskof compliance with all provisions of the Card Network Rules, regardless of whether you have possession of those provisions. You agree to reimburseus and the Bank for all fines, fees, penalties, liabilities, or other charges or assessments by a Card Network or other payment network relating to youractions or your transactions (“Payment Network Liabilities”). The Card Networks make excerpts of their respective Card Network Rules available ontheir websites (including usa.visa.com, www.mastercard.com, www.americanexpress.com, and www.discover.com). Exhibit A to this Agreement setsforth certain specific requirements of the American Express Merchant Regulations, U.S.4 of 15

7. Your ACH Payment AuthorizationYou authorize WePay and the Bank to initiate electronic National Automated Clearing House (“ACH”) debit and credit entries toyour Bank Account, and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by theNational Automated Clearing House Association Operating Rules (“NACHA Rules”), as in effect from time to time, and you agree thatall ACH transactions that you initiate will comply with all applicable laws. Your authorization will remain in full force and effect untilyou notify us that you revoke it by contacting Customer Support. You understand that WePay requires a reasonable time to act onyour revocation, not to exceed five (5) business days.You authorize WePay to instruct the Bank to hold, receive, disburse and settle funds on your behalf. Subject to this Agreement, youalso authorize WePay to instruct the Bank to debit or credit your Bank Account, to initiate adjustments for any transactions creditedor debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement, the Card Network Rules andNACHA Rules.8. Accepted Forms of PaymentThe Service supports most domestic and international credit, debit, prepaid or gift cards with a Visa, MasterCard, American Expressor Discover logo. We may add or remove support for certain payment cards at any time without prior notice. We may elect only toprocess cards that receive an authorization from the applicable issuer. You agree to accept all of the cards issued by CardNetworks that the Service supports in accordance with the terms of this Agreement.The Service may support payments via Apple Pay to Merchants in the U.S. The Apple Pay Web Merchant Terms and Conditionsapply, and Merchant agrees to be bound by them.9. Sharing InformationWe may share some or all of the information about you provided to WePay and your transactions using the Service with the Bank, the CardNetworks, and our other service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this informationto perform their obligations under their agreements with WePay, to operate and promote their respective networks, to perform analytics andcreate reports, to prevent fraud, and for any other lawful purpose. American Express and other Card Networks may use your name, address,and website address (URL) in any media from time to time. At any time, WePay, the Bank, the Card Networks or our other service providers maysuspend or terminate your use of the Service.You agree that WePay is permitted to contact and share information about you with the Bank, the Card Networks, other financial institutions, andgovernment agencies. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use inconnection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist themin better serving you, (d) for use in connection with their agreement with us, to operate and promote their business, perform analytics and createreports, and for any other lawful business purpose, and (e) to conduct risk management.10. Settlement ScheduleWePay will instruct the Bank to settle funds to your Bank Account on a daily basis. Payments processed and approved by 5:00 pm Pacific Time(PT) / 8:00 pm Eastern Time (ET), Sunday through Friday (including holidays), will be deposited into your Bank Account that night. All paymentsprocessed and approved by 5:00 pm PT / 8:00 pm ET on Saturdays will be deposited into your Bank Account Sunday morning by 7:30 am ET.Settlements are subject to the terms of this Agreement including provisions governing risk assessment and fraud monitoring. If the Bank cannottransfer the funds to your Bank Account for any reason, WePay may instruct the Bank to refund the funds to the Purchaser or escheat thempursuant to Section 20 below. Neither the Bank, WePay, nor the Purchaser will have any liability to Merchant for funds so refunded orescheated.Settlements to your Bank Account may be limited or delayed based on your perceived risk and history with the Service. Should WePay or theBank need to conduct an investigation or resolve any pending dispute related to your use of the Service, WePay may instruct the Bank to defersettlement or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer settlement or restrict access to yourfunds as required by law or court order, or if otherwise requested by law enforcement or governmental entity. WePay may respond to andcomply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Order”). WePay may instruct the Bank to deliver orhold any funds or any information as required under such Legal Order. Neither WePay nor the Bank is responsible for any losses that you mayincur as a result of our response or compliance with a Legal Order.Furthermore, if WePay or the Bank suspects future chargebacks or disputes as a result of transactions associated with your use of the Service,WePay may instruct the Bank to defer settlement and/or restrict access to your funds until WePay and the Bank reasonably believe, in theirrespective sole discretion, that the risk of receiving a chargeback or dispute has passed. All settlements to Merchants are subject to review forrisk and compliance purposes and can be delayed or postponed at WePay’s or the Bank’s respective sole discretion. If your use of the Serviceis terminated, you agree that you will not close your Bank Account for at least 180 days afterwards (or longer as we may request). For theavoidance of doubt, Chase may close your Bank Account at any time for any reason or no reason without prior notice in accordance wi

WePay provides Chase Payment SolutionsSM , including "QuickAcceptSM" (collectively the "Service"), provided through integration with the Chase Mobile app (the "App"), other proprietary applications and terminal devices. QuickAccept is a feature of your eligible Chase Business Banking Account (the "Bank Account").

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