Pay Terms of Service

These Tabs Pay Terms and Conditions (these “Pay Terms”) form part of, and are incorporated into, the Tabs Payment Services Order Form (the “Order Form”), between Tabs Platform, Inc. (“Tabs”) and the customer set forth on the Order Form (“Merchant”).

PLEASE READ THESE PAY TERMS CAREFULLY. NOTE THAT SECTION 19.2 OF THESE PAY TERMS REQUIRES THE PARTIES TO RESOLVE MOST DISPUTES BETWEEN THEM BY BINDING AND FINAL ARBITRATION, AND THAT SECTION 19.5 CONTAINS A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER.

1. Structure, Applicability and Order of Precedence

1.1. Structure.

These Pay Terms contain the operating terms applicable to all merchants using the Payments Services. Where the parties require an executed instrument for the Payments Services, or where the parties agree commercial terms specific to Merchant, the parties may execute a Payments Addendum in the form of Exhibit B (“Payments Addendum”). A Payments Addendum incorporates these Pay Terms by reference and does not restate them; it may set out commercial terms and may vary a provision of these Pay Terms only where it identifies that provision expressly and states that it is varied. A Payments Addendum does not amend the Master Agreement.

1.2. Acceptance and effectiveness.

These Pay Terms take effect on the earliest of the date Merchant executes an Order Form referencing the Payments Services, executes a Payments Addendum, or enables, accesses or uses the Payments Services (the “Pay Effective Date”), and must be accepted before Tabs submits, processes or instructs the Payment Provider in respect of any Transaction for Merchant. The individual accepting these Pay Terms represents and warrants that they are duly authorized to bind Merchant, and Merchant is bound by the acts and omissions of each of its personnel who accesses the Payments Services.

1.3. Relationship to the Master Agreement.

These Pay Terms are separate and distinct from the Master Agreement, except that the Payments Services are deemed “Services” under the Master Agreement solely for the purposes of the provisions of the Master Agreement addressing ownership and intellectual property, restrictions on use, Customer Data, confidentiality and publicity, and for no other purpose, and in each case subject to the order of precedence set out in this Article. Merchant may access and use the Payments Services only while a Master Agreement is in force between the parties. If no Master Agreement is in force, or if the Master Agreement is terminated, held unenforceable or ceases to apply while any amount remains owing or any Transaction remains within a Chargeback, dispute or return period, these Pay Terms constitute the entire agreement of the parties as to the Payments Services and are enforceable according to their terms without reference to any other agreement.

1.4. Order of precedence.

In the event of a conflict, the following order of precedence applies, in descending order: (a) Applicable Law; (b) the Payment Provider Terms and the Network Rules, to the extent they impose a requirement that cannot lawfully be varied, and any direct merchant agreement between Merchant and an Acquirer as to the subject matter it governs; (c) these Pay Terms, including Schedule 1 and Schedule 2, with respect to the Payments Services; (d) the applicable Order Form and any Payments Addendum (except to the extent an Order Form or Payments Addendum expressly identifies a provision of these Pay Terms and states that it is varied); and (e) the Master Agreement.

1.5. Business use only.

Merchant will not use the Payments Services to accept payment from an individual acting primarily for personal, family or household purposes, or to debit an account established primarily for those purposes, unless Tabs has approved that use in writing in advance. Merchant will notify Tabs promptly if it becomes aware that it is doing so. Where Merchant accepts payment from any such individual or account, whether or not approved, Merchant is solely responsible for compliance with all Applicable Laws. Merchant will provide all required authorizations, disclosures, notices and error-resolution and stop-payment rights. Tabs may decline, condition, suspend or reverse any Transaction it identifies as a consumer transaction.

1.6. Documents incorporated.

These Pay Terms incorporate by reference: (a) Schedule 1 (Fee Disclosure); (b) Schedule 2 (ACH Authorization and Origination Terms); (c) Exhibit A (Payment Provider and Network Documents), which lists documents published by the Payment Provider and the Payment Networks with which Merchant must comply and which the Payment Provider and the Payment Networks may amend from time to time; and (d) Exhibit B (Form of Payments Addendum), where executed.

2. Definitions

Capitalized terms used but not defined in these Pay Terms have the meanings given in the Master Agreement. The following terms have the meanings set out below:

2.1. “ACH Payment” means a Transaction processed as a debit or credit entry through the automated clearing house network in accordance with the NACHA Operating Rules.

2.2. “Acquirer” means a financial institution licensed by a Payment Network to acquire Transactions, whether directly or through the Payment Provider.

2.3. “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the ownership, directly or indirectly, of more than fifty percent of the voting interests of an entity or the power to direct its management and policies.

2.4. “Agreement” means, collectively, the Master Agreement, each Order Form, these Pay Terms, any Payments Addendum, and all schedules, exhibits and policies incorporated into any of them.

2.5. “Applicable Law” means all laws, statutes, regulations, rules, orders, licensing requirements and binding regulatory guidance applicable to a party, the Payments Services or a Transaction, including anti-money laundering, sanctions, money transmission, consumer protection, privacy, data security and tax laws.

2.6. “Authorized User” means an individual whom Merchant permits to access or use the Payments Services on Merchant’s behalf, including any employee, contractor or agent of Merchant to whom credentials for the Payments Services are issued or disclosed.

2.7. “Card Payment” means a Transaction initiated with a Payment Device under the Network Rules of a Payment Network other than NACHA, whether presented in person, online, by telephone, by mail order or on a stored-credential or recurring basis.

2.8. “Chargeback” means a Transaction that is reversed, returned, refused, charged back, disputed or otherwise not honored, in whole or in part, by a Payor, an issuing bank, a receiving depository financial institution, a Payment Network, an Acquirer or the Payment Provider, together with any associated fee, fine or cost.

2.9. “Collected Funds” means amounts received by the Payment Provider for Merchant’s account in respect of a Transaction, net of Fees, Chargebacks, Refunds, Fines, Reserve Amounts and any other amounts deducted, withheld or set off under the Agreement.

2.10. “Confidential Information” means non-public information disclosed by or on behalf of one party to the other in connection with the Payments Services, whether or not marked as confidential, that a reasonable person would understand to be confidential, including the Fees and the Payment Provider’s pricing, Tabs’ pricing methodology, Merchant Data, Transaction data, and each party’s technology, security practices and business plans. Confidential Information does not include information that (a) is or becomes publicly available other than through breach of the Agreement, (b) was known to the receiving party without obligation of confidence before disclosure, (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information, or (d) is rightfully received from a third party without restriction on disclosure.

2.11. “Enterprise Terms” means the Enterprise Terms of Service available at https://www.tabs.com/enterprise-terms, as in effect from time to time, or, where Tabs and Merchant have negotiated those terms, the negotiated version executed by the parties and attached to or incorporated into any order form between Tabs and Merchant.

2.12. “Fees” means all amounts payable by Merchant under the Agreement, as set out in Schedule 1 and the Order Form, or otherwise incurred in connection with the Payments Services, including the Fees set forth on the Order Form or otherwise communicated to Merchant.

2.13. “Fines” means any fine, penalty, assessment, monitoring-program fee, registration fee, audit cost, case-management fee or similar charge imposed by a Payment Network, an Acquirer, the Payment Provider, a sponsoring bank, NACHA, or a governmental or regulatory authority.

2.14. “General Terms” means the Terms and Conditions available at https://www.tabs.com/terms-and-conditions, as in effect from time to time, or, where Tabs and Merchant have negotiated those terms, the negotiated version executed by the parties and attached to or incorporated into any order form between Tabs and Merchant.

2.15. “Master Agreement” means the General Terms and the Enterprise Terms.

2.16. “Merchant” has the meaning given in the preamble to these Pay Terms.

2.17. “Merchant Data” means information and documentation provided by or about Merchant, its principals, beneficial owners, business, financial condition, Payors and Transactions.

2.18. “Network Rules” means the rules, regulations, operating regulations, bylaws, standards, technical specifications and guidance of the Payment Networks and of NACHA, in each case as amended from time to time.

2.19. “Payment Data” means account numbers, Payment Device numbers, authentication and authorization data, security and validation codes, tokens, credentials and other data relating to a Payment Method, a Payment Device or a Payor that is used to initiate, authenticate or settle a Transaction.

2.20. “Payment Device” means any card, token, credential, account, device or other instrument, whether physical or virtual, issued or provisioned to a Payor and used to initiate a Card Payment, including a virtual card number and a wallet- or device-provisioned credential.

2.21. “Payment Method” means a means of payment that Tabs makes available through the Payments Services from time to time, including Card Payments and ACH Payments.

2.22. “Payment Network” means Visa, Mastercard, American Express, Discover, NACHA and any other card scheme, payment network, payment method provider or automated clearing house through which a Transaction is processed.

2.23. “Payment Provider” means Adyen N.V. and its Affiliates, and any other payment service provider, acquirer or financial institution engaged or designated by Tabs from time to time to provide payment processing, acquiring, settlement, payout or related services in connection with the Payments Services.

2.24. “Payment Provider Terms” means the terms, conditions, policies and requirements of the Payment Provider applicable to Merchant, including the documents identified in Exhibit A, in each case as amended from time to time.

2.25. “Payments Services” means the payment acceptance, orchestration, instruction, settlement, reporting and related functionality made available by Tabs through the Tabs Platform, together with the related implementation, onboarding and support services.

2.26. “Payor” means a customer or other counterparty of Merchant that owes Merchant payment for goods or services and from which a Transaction is collected.

2.27. “Refund” means a return of all or part of a Transaction amount to a Payor initiated by or on behalf of Merchant.

2.28. “Reserve” means funds withheld, held, deducted or required to be deposited under Article 8, and “Reserve Amount” means the amount of the Reserve required from time to time.

2.29. “Settlement” means the crediting of Collected Funds to Merchant’s designated bank account.

2.30. “Tabs Platform” means the Tabs software products and services made available to Merchant under the Master Agreement and the applicable Order Form.

2.31. “Transaction” means a payment, authorization, capture, charge, debit, credit, Refund or reversal initiated, submitted, processed or collected through the Payments Services using a Payment Method.

2.32. “User” means any person Merchant authorizes to access, receive, send, initiate or otherwise participate in Transactions through the Payments Services, including Authorized Users, vendors, suppliers, payees and other counterparties.

3. The Payments Services; Roles of the Parties

3.1. The services.

Subject to the Agreement, Tabs will, through one or more Payment Provider, make the Payments Services available to Merchant and will, in the manner and to the extent Tabs determines, submit Transactions to the Payment Provider, and transmit instructions to the Payment Provider on Merchant’s behalf. Tabs is a software provider and is not a bank, an Acquirer, a Payment Network, or a depository or lending institution.

3.2. Appointment of Tabs as Merchant’s agent and authorized representative.

Merchant hereby appoints Tabs as Merchant’s agent and authorized representative, and directs Tabs to act for and on behalf of Merchant, for the purposes of: (a) submitting Merchant’s Transactions to the Payment Provider; (b) giving, transmitting and confirming Merchant’s instructions to the Payment Provider, including instructions as to the receipt, application, settlement, payout, withholding, deduction and reserve of amounts owed to Merchant; (c) submitting onboarding, verification and compliance information; (d) configuring payment, risk and settlement settings; and (e) receiving notices and reporting from the Payment Provider. Tabs does not receive, hold, control or transmit funds. In respect of each Transaction, the Payment Provider, and not Tabs, provides the Payments Services.

3.3. Payment Provider transition.

Tabs may suspend the Payments Services or transition Merchant to a replacement Payment Provider, and Merchant will cooperate with that transition, including by executing the replacement Payment Provider’s terms.

3.4. Receipt by the Payment Provider discharges the Payor.

Merchant agrees and acknowledges that, upon receipt of a payment by the Payment Provider for Merchant’s account, on Merchant’s instruction given through Tabs: (a) payment for the goods or services to which the payment relates is treated as received by Merchant; (b) the Payor’s obligation to Merchant for that payment is thereupon fully and irrevocably extinguished and discharged, to the extent of the amount received, whether or not that amount is subsequently settled or paid out to Merchant; and (c) the Payor bears no risk of loss if the amount is for any reason not remitted to Merchant.

3.5. No recourse to the Payor.

Merchant irrevocably waives, and will not exercise, any right to re-invoice, demand, collect, sue for, set off, suspend or condition performance on account of, charge interest or late fees on, refer to collection, or report to any credit reporting agency, any amount discharged under Section 3.4. This Section does not apply to an amount that is the subject of a Chargeback or that is otherwise not finally received, which is addressed in Section 3.6.

3.6. Chargebacks and failed payments.

If a payment is reversed, returned or charged back, or is otherwise not finally received, then to the extent of the reversed amount the payment was not received and no discharge under Section 3.4 occurred, and Merchant’s rights against the Payor in respect of that amount are unaffected. For the avoidance of doubt, this Section addresses the failure of a payment itself and does not allocate to any Payor any risk of loss arising from a failure to remit collected amounts to Merchant.

3.7. The Payment Provider; direct relationship.

The Payments Services are provided by one or more Payment Providers. Merchant acknowledges that: (a) Merchant must enter into and comply with, and will ensure that Users review, accept and comply with, the Payment Provider Terms directly with the Payment Provider, and that agreement is between Merchant and the Payment Provider and not with Tabs; (b) the Payment Provider, an Acquirer or a Payment Network may in its sole discretion approve, reject, condition, limit, suspend or terminate Merchant’s ability to process, and may delay, decline, reverse or withhold any Transaction or settlement; (c) Tabs is not a party to the Payment Provider Terms and is not responsible or liable for any act or omission of the Payment Provider, any Acquirer, any Payment Network, any sponsoring bank or any other financial institution; and (d) Tabs may change, add or replace the Payment Provider at any time, in which case Merchant will promptly execute and comply with the replacement Payment Provider’s terms as a condition of continued use of the Payments Services. Merchant agrees that: (i) a breach by Merchant of the Payment Provider Terms is also a breach of these Pay Terms; (ii) where Merchant is obliged under the Payment Provider Terms to indemnify, defend or hold harmless the Payment Provider, an Acquirer or a sponsoring bank in respect of an event, Merchant owes Tabs the same obligation in respect of that event, whether or not that party asserts a claim; and (iii) Tabs may exercise in its own name, as against Merchant, rights and protections equivalent to those the Payment Provider and each Acquirer have against Merchant under the Payment Provider Terms. These rights are in addition to, and do not limit, Tabs’ other rights under the Agreement.

3.8. Flow of funds; no custodial or fiduciary relationship.

Transaction funds are received, held and disbursed by the Payment Provider and are credited to a balance account owned and maintained by the Payment Provider. Disbursement from that balance account is effected by the Payment Provider, in accordance with the standing instructions given by Merchant under Section 3.9 and transmitted by Tabs, and with the settlement configuration established under those instructions. Tabs’ Fees are paid to an account of Tabs maintained at the Payment Provider after the relevant Transaction has been processed. Tabs does not receive, hold, control or transmit Merchant’s funds or Payor funds, does not maintain any account into which Payor funds are received, and does not act as a bank, trustee, escrow agent or fiduciary with respect to any funds. Where the Agreement refers to Tabs withholding, deducting, applying or holding an amount, that is effected by the Payment Provider on Merchant’s instruction given through Tabs under Section 3.9, or by direct debit under Schedule 2. Nothing in this Section limits the agency created by Section 3.2 or the discharge effected by Section 3.4.

3.9. Standing settlement instructions.

Merchant hereby authorizes Tabs to act as its authorized representative toward the Payment Provider and to submit instructions to the Payment Provider on Merchant’s behalf, and gives Tabs the following standing, binding and irrevocable instructions, which Tabs may transmit to the Payment Provider as Merchant’s own settlement instructions: (a) to settle and pay out Collected Funds in accordance with the payout schedule, triggers and settlement configuration established under these instructions, which Tabs is authorized to set, adjust and transmit to the Payment Provider on Merchant’s behalf and as Merchant’s instruction; (b) to withhold and pay to Tabs all Fees; (c) to withhold, deduct and apply amounts on account of Chargebacks, Refunds, Fines, negative balances and any other amount owed by Merchant under the Agreement; (d) to establish, fund, maintain and apply the Reserve; and (e) to delay, condition or suspend settlement or payout in the circumstances described in Article 6 or Article 8. Merchant acknowledges that any settlement or disbursement rule configured by Tabs in respect of Merchant is given and takes effect as Merchant’s own instruction to the Payment Provider under this Section, and not as an exercise by Tabs of control over funds. These instructions remain in effect until all obligations of Merchant under the Agreement have been satisfied in full.

3.10. Instructions; reliance.

Tabs may act on any instruction submitted through Merchant’s account, or otherwise given by a person Tabs reasonably believes to be authorized by Merchant, and has no obligation to investigate, confirm or independently verify any instruction, the authority of the person giving it, or the accuracy of the payment information it contains. Every such instruction is deemed given by Merchant and is binding on Merchant. Merchant is solely responsible for all instructions submitted through its account, for verifying the accuracy of payment information, for obtaining all consents and authorizations required from Payors, vendors and counterparties, for maintaining commercially reasonable internal controls, approval workflows and security procedures for the submission and approval of payments, for monitoring all activity occurring under its account, and for implementing commercially reasonable fraud prevention and cybersecurity measures. Nothing in this Section obliges Tabs to exercise any right of verification it holds under the Agreement, and Tabs’ election to verify an instruction on one occasion does not create an obligation to do so on any other.

3.11. Users.

Merchant is responsible for all acts and omissions of its Users as if they were Merchant’s own, and will ensure that its Users comply with Applicable Law, the Network Rules and the applicable terms of the Payment Provider. Merchant will procure from its Users, and from its Payors, any information, documentation or consent that Tabs, the Payment Provider, an Acquirer, a sponsoring bank or a Payment Network requires for onboarding, verification, sanctions screening, fraud prevention or any other compliance purpose.

4. Eligibility, Onboarding and Ongoing Diligence

4.1. Application and approval.

Access to the Payments Services requires application, underwriting and approval by Tabs, the Payment Provider and, where applicable, an Acquirer or sponsoring bank. Approval may be granted, withheld, conditioned, limited or revoked at any time by Tabs in its reasonable discretion, and by the Payment Provider, an Acquirer or a Payment Network in its sole discretion. Tabs makes no commitment as to approval, timing, or the giving of reasons, and has no liability for any decision to reject, condition, limit, suspend or terminate access.

4.2. Information and verification.

Merchant will promptly provide, and will cause its principals and beneficial owners to provide, all information, documentation, certifications, consents and assistance requested by Tabs, the Payment Provider, an Acquirer, a sponsoring bank or a Payment Network in connection with onboarding, merchant registration, underwriting, know-your-customer (KYC) and know-your-business (KYB) verification, beneficial ownership identification, anti-money laundering (AML) and sanctions screening, fraud review, periodic refresh, transaction monitoring, audit or any regulatory inquiry. Merchant authorizes Tabs, the Payment Provider, Acquirers, sponsoring banks, Payment Networks, regulators and governmental authorities to exchange Merchant Data among themselves for these purposes, and authorizes Tabs and the Payment Provider to obtain consumer and business credit reports and other background information about Merchant and its principals.

4.3. Accuracy and continuing disclosure.

Merchant represents and warrants that all Merchant Data is complete, accurate and current, and will remain so. Merchant will notify Tabs in writing within five business days of any change in: its legal name, entity form, jurisdiction of organization or ownership; any person holding twenty-five percent or more of its equity or exercising control; its business model, products, services or the industries it serves; the jurisdictions in which it or its Payors operate; its financial condition, if materially adverse; its designated bank accounts; or any bankruptcy, insolvency, receivership, material litigation, regulatory action, license lapse, or data security incident affecting it. Merchant will also notify Tabs promptly of any material change in its Transaction patterns, including the mix, size, frequency or geography of the payments it processes.

4.4. Financial information.

On Tabs’ reasonable request, and not more than twice in any twelve-month period absent a Risk Event (as defined in Section 8.5), Merchant will provide financial statements, bank statements, deferred-revenue and delivery schedules, and information about the expected timing of delivery of goods or services for which payment has been collected. Merchant acknowledges that Tabs is required to provide equivalent information to the Payment Provider and that failure to provide it may require Tabs to suspend the Payments Services.

4.5. Volume thresholds; direct acquirer agreements.

Merchant acknowledges that the Network Rules require a sponsored merchant whose annual Transaction volume exceeds specified thresholds to enter into a merchant agreement directly with an Acquirer, in some cases before processing any Transaction. If Merchant exceeds or is reasonably expected to exceed any such threshold, Merchant will, promptly on Tabs’ request and as a condition of continued access to the Payments Services, execute and comply with a direct or tri-party merchant agreement with the applicable Acquirer. Where such an agreement is in effect, it controls over these Pay Terms as to the subject matter it governs, and these Pay Terms continue to apply in all other respects.

4.6. No sub-aggregation.

Merchant represents, warrants and covenants that it is not, and will not become, a payment facilitator, payment aggregator, staged digital wallet operator, money services business or money transmitter, and will not use the Payments Services to process, collect or receive payments for or on behalf of any other person. Merchant will use the Payments Services solely in respect of amounts owed to Merchant for goods or services provided by Merchant to its Payors. Merchant will notify Tabs immediately if any of the foregoing ceases to be true.

4.7. Affiliates and multiple legal entities.

Each legal entity is a separate merchant for the purposes of the Agreement. An entity is a separate legal entity if it has a taxpayer identification number different from Merchant’s, whether or not it is an Affiliate of Merchant or part of the same group. Each such entity must be separately enrolled and approved and must accept these Pay Terms before any Transaction is submitted in respect of amounts owed to it, and Merchant and each enrolled Affiliate are jointly and severally liable for all obligations under the Agreement. Merchant will not submit a Transaction for amounts owed to another legal entity, including an Affiliate. Where a single invoice covers goods or services supplied by more than one legal entity, Merchant will submit a separate Transaction for the amounts owed to each entity and will make clear to the Payor that more than one Transaction is being processed.

4.8. United States only.

The Payments Services are available only to merchants organized and located in the United States, excluding Puerto Rico, the U.S. Virgin Islands, Guam and any other territory or possession of the United States, holding a bank account at a United States depository institution, and only in respect of Transactions denominated in United States dollars. Merchant will not submit a Transaction originating outside that area or in any other currency without Tabs’ prior written consent. Tabs may decline or reverse any Transaction that does not meet these requirements.

5. Merchant Obligations and Restrictions

5.1. Permitted use.

Merchant will use the Payments Services only for bona fide business-to-business commercial Transactions arising from Merchant’s use of the Tabs Platform, for the products and services Merchant has disclosed to and that have been approved by Tabs and the Payment Provider, and only in jurisdictions Tabs permits.

5.2. Prohibited and restricted businesses.

Merchant will not use the Payments Services in connection with any product, service or activity that appears on the Payment Provider’s prohibited and restricted products and services list identified in Exhibit A, or that Tabs, the Payment Provider, an Acquirer, a sponsoring bank or a Payment Network prohibits or restricts, except to the extent Tabs has expressly agreed in writing to a specific exception. Tabs may add to the prohibited and restricted categories at any time, effective on notice, or immediately where required by Applicable Law, the Network Rules, the Payment Provider or an Acquirer.

5.3. Prohibited conduct.

Merchant will not, and will not permit any person to:

1. submit any Transaction that is fraudulent, unauthorized, deceptive, unlawful, or that lacks a bona fide commercial purpose, or that does not result from a bona fide act between Merchant and its Payor;
2. submit any Transaction on behalf of, or representing the sale of goods or services of, any other person, or otherwise engage in transaction laundering;
3. submit a Transaction for a product or service other than one Merchant has disclosed and that has been approved;
4. use the Payments Services in connection with any sanctioned person, embargoed jurisdiction, or person or entity identified on any applicable sanctions or denied-party list;
5. store, retain or transmit prohibited authentication data, including full magnetic stripe data, card validation codes or values, or PIN data;
6. copy, intercept, retain or improperly capture Payment Data, or misuse Payment Network, BIN or account-level information;
7. process in a manner that could reasonably be expected to result in excessive Chargebacks, returns, fraud or Fines;
8. split a single Transaction into multiple Transactions, or process a Transaction to collect a dishonored payment, unless expressly permitted by the Network Rules;
9. impose a surcharge, convenience fee, service fee or similar charge except through the Payments Services and in strict compliance with the Surcharging Section of these Pay Terms, the Network Rules and Applicable Law; or
10. take any action that interferes with or prevents the exercise by a Payment Network, the Payment Provider, an Acquirer or Tabs of any right under the Network Rules or the Agreement.

5.4. Network Rules compliance.

Merchant will comply with all Network Rules applicable to it and to the Transactions it submits, as amended from time to time. Merchant acknowledges that the Network Rules are incorporated into the Agreement, that no provision of the Agreement is to be construed in a manner that conflicts with the Network Rules, and that in the event of a conflict the Network Rules control. Merchant acknowledges that a Payment Network may, at any time and in its sole discretion, require the termination of Merchant’s ability to process, and may prohibit Merchant from participating in that Payment Network’s programs. Where these Pay Terms or a Schedule state a specific requirement of Applicable Law or the Network Rules, that statement is in addition to, and does not limit, Merchant’s general obligation under this Section, and the absence of a specific statement does not imply that a requirement is inapplicable or less material.

5.5. Payor-facing disclosures.

Merchant will present to each Payor, clearly and conspicuously and at each point of interaction: its legal and doing-business-as names, in a manner that allows the Payor to distinguish Merchant from any other party; the country of its merchant outlet; a customer service contact, including an email address or telephone number; and its refund, return, cancellation and dispute policies, in the format required by the Network Rules. Merchant will provide, and keep current, the name by which Merchant is to be identified in the Transaction descriptor presented to each Payor. That name need not be Merchant’s full legal name but must be one that Merchant’s Payors will recognize, and where Merchant has reason to believe that a Payor may not recognize it, Merchant will disclose the descriptor clearly and conspicuously on the invoice and at the point of payment. Merchant will present itself to each Payor as a business separate from Tabs, the Payment Provider and each Acquirer. Merchant will not object to, and will cooperate with, the inclusion of Tabs’ name together with Merchant’s name in transaction descriptors and in data submitted to the Payment Networks, in the format required by the Network Rules. Merchant’s use of the names, logos and marks of the Payment Networks is governed by the Network Rules. The Payment Networks are the sole owners of their respective marks, Merchant will not contest that ownership, and a Payment Network may prohibit Merchant’s use of its marks at any time. Merchant will make any change to its advertising or signage that Tabs or a Payment Network requires, and will cease using those marks on termination of the Payments Services or at the direction of a Payment Network.

5.6. Transaction records for Payors.

Merchant will provide each Payor with a clear and legible record of each Transaction, which may be provided electronically in a form the Payor is able to retain, containing the information required by the Network Rules and Applicable Law. Merchant will retain a copy of each such record for not less than two years following the date of the Transaction and will produce it to Tabs within two business days of request.

5.7. Self-dealing and test Transactions.

Merchant will not submit a Transaction to obtain payment from a principal, partner, proprietor, officer, director or beneficial owner of Merchant, except in the ordinary course of Merchant’s business on the same terms as apply to an unrelated Payor. Merchant will not submit a Transaction using a Payment Device or bank account of Merchant or of any such person, except for reasonable test Transactions in amounts and volumes Tabs has approved. Merchant will not ask or require any Payor to waive or limit any right that Payor has under the Network Rules or Applicable Law to dispute a Transaction.

5.8. Delivery dates and advance billing.

Merchant will not submit a Transaction in payment for goods or services with a delivery or performance date more than twelve months after the date the Transaction is submitted. Merchant will provide to Tabs, on request, the expected delivery or performance dates for Transactions it has submitted and the average period between authorization and delivery or performance, and will notify Tabs before offering any billing arrangement under which a Payor pays more than twelve months in advance of delivery or performance. Merchant acknowledges that amounts billed in advance of delivery or performance are taken into account in determining the Reserve.

5.9. Customer service, delivery and disputes.

Merchant will maintain commercially reasonable customer service, delivery, refund, cancellation, dispute resolution and fraud prevention practices; will deliver the goods and services for which it has collected payment, in accordance with its agreements with Payors and Applicable Law; will maintain accurate and complete records of Transactions, invoices, receipts, delivery and supporting documentation for the longer of five years and the period required by the Network Rules or Applicable Law; and will provide such records to Tabs promptly on request. A Refund must be made to the Payment Method used for the original Transaction, must not exceed the amount of the original Transaction, and must not be made in cash or by any other means. Where a Transaction was made using more than one Payment Method, Merchant will allocate the Refund across those Payment Methods. Merchant will not issue a Refund for a Transaction it did not process through the Payments Services.

5.10. Data security.

Merchant will comply with the Payment Card Industry Data Security Standard and the PCI Software Security Framework standards, in each case to the extent applicable to Merchant, and will maintain and on request evidence a current attestation of compliance. Merchant will maintain commercially reasonable administrative, technical, physical and organizational safeguards to protect Payment Data and Merchant Data. Merchant is responsible for all access to and use of the Payments Services by its Authorized Users and for the confidentiality of their credentials, and will promptly disable credentials of any individual who ceases to be an Authorized User. Merchant will notify Tabs within twenty-four hours of becoming aware of any actual or suspected compromise of Payment Data, credentials or systems used in connection with the Payments Services, and will cooperate fully with any resulting forensic investigation required by the Payment Provider, an Acquirer or a Payment Network.Merchant will notify Tabs within the same period of any suspected fraud, phishing, social engineering attempt, unauthorized Transaction or unauthorized access to its account, whether or not any system, credential or data has been compromised. Merchant will validate its compliance with the Payment Card Industry Data Security Standard within ninety days of first accessing the Payments Services and annually thereafter, or more frequently if Tabs reasonably requests. Tabs may suspend or disable any access credential or any Authorized User’s access where Tabs reasonably suspects unauthorized access, fraud, misuse or a security concern, without suspending Merchant’s access generally.

4.11. Anti-money laundering and sanctions.

Merchant represents, warrants and covenants that neither it, nor any of its principals, beneficial owners, Affiliates or Payors, is a person with whom dealings are restricted or prohibited under sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or other applicable sanctions authority; that it maintains policies and procedures reasonably designed to comply with applicable anti-money laundering, counter-terrorist financing and sanctions laws; and that it will not use the Payments Services to facilitate any transaction that violates such laws. Merchant acknowledges that Tabs, the Payment Provider and their respective financial institution partners may be required by Applicable Law to freeze, block, reject or report funds or Transactions, and may be prohibited from disclosing that they have done so, and that Tabs will have no liability to Merchant for any action taken or not taken, or any information not disclosed, in compliance with Applicable Law.

5.12. Audit and cooperation.

Merchant will cooperate promptly and fully with any audit, examination, investigation, compliance review, forensic review or information request by Tabs, the Payment Provider, an Acquirer, a sponsoring bank, a Payment Network or a regulator relating to Merchant, its Transactions or its use of the Payments Services, and will provide access to relevant records, systems and personnel. Tabs may conduct such a review on reasonable notice, or without notice where Tabs reasonably suspects fraud, illegality or a material Network Rules violation. Where an audit reveals material non-compliance, Merchant will reimburse Tabs’ reasonable costs of the audit. Merchant will correct any deficiency identified by an audit or compliance review promptly and in any event within fifteen days of notice of it. Tabs is not required to notify Merchant before commencing an investigation, and may as part of an investigation contact Payors and other persons who have transacted with Merchant through the Payments Services and request information from them about those Transactions.

5.13. Payment Methods.

As of the Pay Effective Date, Tabs makes available as Payment Methods credit Card Payments and ACH Payments in the form of debit entries. No other Payment Method is available unless Tabs enables it for Merchant in writing. Tabs may add, change, condition, restrict or discontinue any Payment Method at any time on notice, and immediately where required by Applicable Law, the Network Rules, the Payment Provider, an Acquirer or a regulator. The Payments Services do not support tips or gratuities, and Merchant will not present, collect or submit any tip, gratuity or similar amount through the Payments Services.

5.14. Surcharging.

Tabs may make available a surcharging feature that a merchant may elect to enable (a “Surcharge”). Surcharging is not enabled by default, and Tabs may decline to enable it, and may disable or suspend it, at any time and in its discretion. Any Surcharge is imposed by Merchant on Merchant’s own account and in Merchant’s own name. Tabs calculates, displays and transmits the Surcharge solely as Merchant’s agent and at Merchant’s direction, and does not impose, retain or receive any portion of the Surcharge.

Merchant will not alter, suppress or override any disclosure Tabs renders, and will not describe the Surcharge as imposed by Tabs, the Payment Provider or any Payment Network. Tabs may suppress or conform the Surcharge in any jurisdiction where Tabs or the Payment Provider determines that surcharging is prohibited or restricted, and Merchant will not surcharge in any jurisdiction Tabs has not enabled. Merchant will comply with the Network Rules and Applicable Law as they apply to surcharging at all times and is responsible for all Fines, claims and losses arising from a Surcharge applied at Merchant’s election, and will indemnify Tabs for them under Article 12.

6. Fees, Settlement and Payout

6.1. Fees.

Merchant will pay the Fees set out in Schedule 1 and the applicable Order Form. Schedule 1 sets out the methodology by which each Fee is calculated. Merchant is responsible for all Fees, Fines and third-party charges arising from its use of the Payments Services, whether or not Merchant is at fault. Except as expressly otherwise provided in these Pay Terms, all Fees and other amounts paid hereunder are non-refundable.

6.2. Authorization to deduct.

Merchant authorizes and instructs Tabs, and instructs Tabs to instruct the Payment Provider, to withhold and deduct all Fees and all other amounts owed under the Agreement from Transaction proceeds before Settlement, and to pay those amounts to Tabs. Where amounts cannot be so deducted, Tabs may invoice Merchant, and Merchant will pay each invoice within ten days of its date.

6.3. Changes to Fees.

Tabs will give Merchant at least thirty days’ advance notice, delivered separately from these Pay Terms, of any new Fee or any increase to an existing Fee. Notwithstanding the foregoing, Tabs may pass through, effective on the date they take effect and with such notice as is practicable (an “Increase Notice”), any increase in interchange, scheme, network, Acquirer, Payment Provider, NACHA or other third-party charges, and any Fine, in each case in the amount Tabs notifies. In such an event, the updated Fees shall become effective ten days after the date of such Increase Notice. Merchant may terminate these Pay Terms before the date that the applicable Increase Notice becomes effective by providing written notice of such termination to Tabs.

6.4. Settlement.

Tabs does not guarantee payment to Merchant. Tabs’ obligation to settle any amount to Merchant arises only if and to the extent that the corresponding funds have been finally received and are not subject to reversal, and is subject to deduction of all amounts owed under the Agreement. Merchant bears the risk of non-payment, insufficient funds, failed, returned, reversed or unauthorized Transactions, and of the insolvency or failure of any Payor. Nothing in the Agreement constitutes a guarantee by Tabs of payment to Merchant, and no such guarantee is to be implied.

6.5. Payout timing.

Payout timing varies by payment method, Transaction type, banking availability, risk review and the Payment Provider’s processing timelines. Where the Order Form states a target payout schedule, Tabs will use commercially reasonable efforts to meet it. Tabs does not guarantee any payout time, uninterrupted access to settlement functionality, or the availability of funds, and has no liability for any delay. Merchant acknowledges that the Payment Provider may pay out funds to Merchant’s designated bank account notwithstanding any hold, delay or Reserve applied by Tabs, and that Tabs is not in breach of the Agreement if it does so.

6.6. Bank account.

Merchant will designate and maintain at all times at least one bank account in Merchant’s name at a U.S. depository institution for Settlement and for debits under Schedule 2, and will keep the account details current. Merchant represents and warrants that each designated account is a business account not established primarily for personal, family or household purposes, and that Merchant is authorized to permit debits to it. Merchant will give Tabs at least ten days’ prior written notice, in the manner Tabs specifies, of any change to a designated account or to the information Tabs holds for it. Neither Tabs nor the Payment Provider is liable for any delay in, or misdirection of, a payout resulting from Merchant’s failure to give that notice. Tabs may delay or withhold a payout, and may require re-verification of the account details and of the identity and authority of the person requesting a change, where Tabs reasonably suspects that account information provided to Tabs is inaccurate or fraudulent, including where Tabs suspects that a person has provided account details in an attempt to divert Merchant’s funds. The character of an account is determined by the records of the depository institution that holds it and not by Merchant’s designation, and Merchant will notify Tabs immediately if a designated account ceases to be a business account.

6.7. Statements; reconciliation; errors.

Tabs will make available Transaction and settlement reporting through the Tabs Platform. Merchant will review that reporting promptly and must notify Tabs in writing of any claimed error, discrepancy or unauthorized activity within sixty days after the reporting is first made available. Failing to so notify is conclusive and Merchant waives the claim. Merchant acknowledges that amounts reported for tax purposes are calculated on a gross basis and will exceed amounts actually settled. Tabs will use commercially reasonable efforts to correct processing errors it identifies. Where an error results in Merchant receiving less than the amount to which it is entitled, Tabs will procure that the difference is reflected in a subsequent settlement. Where an error results in Merchant receiving more than the amount to which it is entitled, Tabs may recover the excess under Article 9.

7. Chargebacks, Refunds, Fines and Losses

7.1. Merchant liability.

Merchant is solely and fully liable for, and will pay or reimburse Tabs on demand for, all Chargebacks, Refunds, returns, reversals, adjustments, unauthorized or fraudulent Transactions, Fines, negative balances, and all related losses, costs, fees and expenses arising from or relating to Merchant’s Transactions or use of the Payments Services, in each case regardless of fault, of whether Merchant has already delivered the goods or services, of whether Merchant has been paid, and of when the amount is assessed. This liability is not limited by any provision of the Master Agreement and is expressly excluded from every limitation of liability in the Agreement.

7.2. Fines

Merchant is liable for all Fines. Tabs charges Fines to Merchant in the amount stated in Schedule 1 or the Order Form or notified to Merchant under Section 6.3. Any administrative or handling fee charged by Tabs in connection with a Chargeback or Fine is separately stated in Schedule 1 or the Order Form. Tabs does not itself levy fines or penalties.

7.3 Dispute handling and representment.

Merchant will cooperate promptly in responding to Chargebacks and disputes and will provide compelling evidence and supporting documentation within the time Tabs specifies, which will be not less than five business days except where a shorter period is required by the Network Rules or the Payment Provider. Tabs may, but is not obliged to, contest a Chargeback on Merchant’s behalf. Tabs may accept a Chargeback on Merchant’s behalf where Merchant fails to respond within the applicable period, where the evidence provided is insufficient, or where the Network Rules or the Payment Provider require it; where practicable Tabs will notify Merchant before doing so. Tabs is not liable for the outcome of any dispute.

7.4. Monitoring thresholds.

Merchant will maintain its Chargeback, dispute, fraud and ACH Payment return rates below the thresholds set by the Payment Networks, NACHA, the Payment Provider and Tabs, as notified to Merchant from time to time. Exceeding a threshold is a material breach and entitles Tabs to exercise any remedy in Article 8 or Article 10. Merchant will, on request, deliver a remediation plan and the information Tabs requires, and will reduce the relevant rate, in each case within the period Tabs specifies. Merchant is responsible for all costs of any monitoring, inquiry, enforcement or remediation program into which Merchant, or Tabs in respect of Merchant’s activity, is placed.

7.5. Excessive activity.

Tabs may require Merchant to adopt a remediation plan, reduce volume, change practices, implement additional fraud controls or fund an increased Reserve where Merchant’s activity presents elevated risk, and may condition continued access to the Payments Services on compliance.

8. Reserves and Risk Controls

8.1. Establishment and purpose.

Tabs may establish, maintain, increase, decrease and apply a Reserve to secure Merchant’s actual and anticipated obligations under the Agreement, including: (a) amounts owed to Tabs, the Payment Provider, an Acquirer or a sponsoring bank; (b) actual and reasonably anticipated Chargebacks, Refunds, returns, reversals, losses and dispute-handling costs; (c) Fines; and (d) exposure arising from goods or services for which payment has been collected but which have not yet been delivered, and from open return, cancellation or refund rights.

8.2. Amount; basis of calculation.

Tabs may require a Reserve at any time during the term and for any reason, and may change the Reserve Amount at any time in its discretion. In determining the Reserve Amount Tabs may take into account Merchant’s processing history, Chargeback, return and refund experience, delivery and deferred-revenue profile, financial condition, credit review, business model and compliance history, and any reserve, deposit, holdback or other security that the Payment Provider, an Acquirer or a sponsoring bank requires Tabs to fund or maintain to the extent attributable to Merchant’s Transactions, activity, business model or undelivered goods or services.

8.3. Funding.

Tabs may fund and replenish the Reserve by withholding or deducting from Transaction proceeds, by debiting a designated bank account under Schedule 2, by set-off against any amount payable to Merchant by Tabs under any agreement, by applying funds in any other account or reserve associated with Merchant or any of its Affiliates under Merchant’s control, or by demanding payment, in which case Merchant will fund the Reserve within three business days of demand. Merchant irrevocably assigns to Tabs all interest and other earnings that accrue on the Reserve.

8.4. Notice.

Tabs will notify Merchant when it establishes or materially increases the Reserve and will provide a written explanation of the basis for its determination.

8.5. Risk Events.

A “Risk Event” means any of the following: Merchant exceeds an applicable Chargeback, dispute, fraud or return threshold; Merchant’s processing volume, average Transaction size or Transaction velocity deviates materially from its approved or historical profile; Tabs, the Payment Provider, an Acquirer, a sponsoring bank or a Payment Network reasonably suspects fraud, illegality, transaction laundering or a material Network Rules violation; Merchant fails to deliver goods or services for which payment has been collected, or the undelivered balance increases materially; Merchant becomes subject to a bankruptcy, insolvency, receivership or assignment for the benefit of creditors, or Tabs reasonably determines that Merchant is unable to pay its debts as they fall due; Merchant fails to provide information required under Section 4.2 or 4.4; Merchant undergoes a change of control or a material adverse change in financial condition; or a Payment Network, the Payment Provider, an Acquirer or a regulator requires additional security.A Risk Event also occurs where Merchant, a User or a Payor presents a legal, regulatory, reputational or operational risk to Tabs, the Payment Provider, an Acquirer, a sponsoring bank or a Payment Network.

8.6. Release.

Following termination of the Payments Services, Tabs will release any remaining Reserve balance not applied to amounts owed in accordance with a schedule determined by Tabs that reasonably takes into account the number and value of Transactions still within the applicable Chargeback, return and dispute windows, the aggregate amount of Transactions for which the underlying goods or services have not been delivered, and Merchant’s other actual and reasonably anticipated liabilities under the Agreement. Tabs will provide Merchant with a written accounting of amounts applied against the Reserve.

8.7. Relationship to Payment Provider reserves.

The Reserve is separate from and additional to any reserve, rolling reserve, holdback, settlement delay or risk control the Payment Provider, an Acquirer or a Payment Network may independently impose, over which Tabs has no control and for which Tabs has no liability.

8.8. Fraud monitoring and transaction screening.

Tabs, the Payment Provider, Acquirers, sponsoring banks and Payment Networks monitor and screen Transactions, accounts and activity for fraud, suspicious activity, sanctions exposure, compliance concerns, excessive disputes or returns and other risk indicators. Tabs and the Payment Provider may reject, delay, reverse, suspend or cancel any Transaction, and may suspend or condition Merchant’s access to the Payments Services, where reasonably necessary to investigate suspected fraud or illegality, comply with Applicable Law or the Network Rules, address elevated risk, or protect Tabs, the Payment Provider, a Payor or a financial institution from loss. Monitoring, screening and controls applied for the detection or prevention of fraud, money laundering, terrorist financing, sanctions evasion or other financial crime, and any action taken under them, are undertaken to comply with Applicable Law, the Network Rules and the requirements of the Payment Provider, Acquirers and sponsoring banks. Tabs does not guarantee that any monitoring, screening or fraud prevention tool will identify or prevent any fraudulent, unauthorized or non-compliant Transaction, and Merchant remains solely responsible for its Transactions.

8.9. Risk scoring.

Merchant acknowledges that Tabs and the Payment Provider use risk scoring services, including machine-learning models operated by the Payment Provider, that generate risk scores and related signals in respect of Merchant, its Payors and its Transactions. Tabs determines, in its discretion, which score or signal warrants which action, and whether any flagged activity is treated as fraudulent or non-compliant. Scores and signals are indicative only. Neither Tabs nor the Payment Provider warrants the accuracy, completeness or outcome of any score or signal, and Tabs has no liability arising from any action or inaction taken on the basis of one, including any declined, delayed or reversed Transaction. Tabs is not obliged to disclose the parameters, logic, weightings or underlying data of any scoring model, which are confidential to Tabs or the Payment Provider.

8.10. Automated processing.

Merchant acknowledges that decisions relating to onboarding, underwriting, Transaction authorization, risk controls, Reserves, suspension and termination may be made or supported by automated tools, including fraud models, sanctions screening systems, transaction monitoring systems and risk scoring. Merchant is responsible for the accuracy of personal data it submits about any individual, and will notify Tabs promptly of any correction. Nothing in this Section requires Tabs to disclose information the disclosure of which is prohibited by Applicable Law or would compromise fraud prevention, and nothing in this Section limits Tabs’ rights under Article 10.

8.11. Limits and controls.

Tabs may establish, and may change at any time, limits and controls applicable to Merchant, including per-Transaction, daily, weekly and monthly volume and value limits, velocity controls, average-ticket limits, limits by payment method, currency or Payor, restrictions on new Payor enrollment, enhanced verification requirements, and payout delays. Tabs will give Merchant notice of a limit or control before it takes effect where practicable, and otherwise promptly and in any event within two business days. A limit or control may be imposed with immediate effect and without prior notice where a Risk Event has occurred, where Tabs reasonably suspects fraud, illegality or transaction laundering, or where required by Applicable Law, the Network Rules, the Payment Provider, an Acquirer or a regulator. Merchant will not structure, split or route Transactions to circumvent any limit or control.

9. Recovery, Set-Off and Security

9.1. Negative balances.

If at any time the amounts owed by Merchant under the Agreement exceed the amounts then payable to Merchant, Merchant will pay the difference to Tabs immediately on demand and in any event within three business days. Merchant acknowledges that the Payment Provider charges such amounts to Tabs and that Merchant owes them directly to Tabs, whether or not the Payment Provider has first recovered them from Merchant’s balance.

9.2. Set-off and recoupment.

Tabs may recover any amount owed by Merchant under the Agreement by any one or more of the following, in any order and without prior notice except as stated below: (a) withholding or deducting from Transaction proceeds or Settlement; (b) setting off against any amount owed by Tabs to Merchant or to any Affiliate of Merchant under the Agreement, the Master Agreement or any other agreement; (c) applying the Reserve; (d) debiting a designated bank account under Schedule 2; invoicing Merchant; or (e) exercising any other right at law or in equity.

9.3. ACH debit authorization.

Merchant grants the authorization set out in Schedule 2, which forms part of the Agreement and is a condition of access to the Payments Services. Schedule 2 also sets out Merchant’s obligations in respect of ACH Payments that Tabs transmits on Merchant’s behalf. That authorization continues until all amounts owed by Merchant under the Agreement have been paid in full. Merchant may revoke it as to a designated account by written notice to Tabs, effective when Tabs has had a reasonable opportunity to act on it and in any event no later than three business days after receipt. Revocation does not discharge, reduce or defer any amount owed, and Merchant will at or before revocation designate a replacement account and grant an equivalent authorization for it; failure to do so is a material breach.

9.4. Grant of security interest.

Merchant hereby grants to Tabs a continuing security interest in the following, whether now existing or hereafter arising (the “Collateral”): (a) all amounts now or hereafter payable by Tabs or the Payment Provider to Merchant in respect of Transactions; (b) all Reserve Amounts and all funds credited to any reserve account established under Article 8, and all of Merchant’s rights in and to any such account; (c) all of Merchant’s rights to receive payments and credits under the Agreement; (d) each deposit account designated by Merchant under Section 6.6 and all funds credited to it; and (e) all accounts, payment intangibles and general intangibles arising from or relating to any of the foregoing, together with all proceeds of each of the foregoing. Merchant authorizes Tabs to file financing statements describing the Collateral, including a description covering all assets or all personal property, and will execute control agreements, account designations and other documents Tabs reasonably requests to create, perfect, maintain, protect and enforce the security interest, at Merchant’s expense.

9.5. Negative pledge; priority.

Merchant will not assign, transfer, pledge, hypothecate, encumber or permit to exist any lien or security interest in or over the Reserve, any reserve account, or amounts payable to Merchant in respect of Transactions, other than in favor of Tabs, the Payment Provider or an Acquirer. The security interest granted under Section 9.4 is subordinate to any security interest, lien or right of set-off held by the Payment Provider, an Acquirer or a sponsoring bank.

9.6. Interest and costs of collection.

Amounts not paid when due bear interest from the due date until paid at the lesser of 1.5% per month and the maximum rate permitted by Applicable Law. Merchant will reimburse Tabs for all costs of collection and enforcement, including collection agency fees, court costs and reasonable attorneys’ fees. Where Tabs is required, as a result of providing the Payments Services to Merchant, to respond to a subpoena, discovery request, garnishment, levy, regulatory demand or other compulsory process in a proceeding to which Tabs is not a party, Merchant will reimburse Tabs for the time its personnel spend at Tabs’ then-current professional services rates and for the fees and expenses of Tabs’ counsel, and Tabs may recover those amounts under this Article.

9.7. Additional credit support.

On or after the occurrence of a Risk Event, Tabs may require Merchant to provide additional credit support, including a guaranty from a parent, affiliate or principal of Merchant in a form Tabs reasonably specifies, a standby letter of credit, a cash deposit, a control agreement over a deposit account, or additional collateral. Merchant will provide the required credit support within five business days of Tabs’ written request. Failure to do so is a material breach and entitles Tabs to suspend or terminate the Payments Services immediately and to exercise any remedy under the Agreement.

10. Suspension and Termination

10.1. Suspension.

Tabs may suspend, limit or condition Merchant’s access to the Payments Services, or to any payment method or feature, immediately and without prior notice, where Tabs reasonably suspects or determines that:

1. Merchant has breached the Agreement, the Payment Provider Terms or the Network Rules;

1. a Risk Event has occurred;

1. Tabs, the Payment Provider, an Acquirer or a Payment Network suspects fraud, illegality, transaction laundering or excessive risk;

1. Merchant has failed to provide information or cooperation required under the Agreement;

1. suspension is required by Applicable Law, the Network Rules, the Payment Provider, an Acquirer, a sponsoring bank or a regulator; or

1. Merchant, a User or a Payor presents a legal, regulatory, reputational or operational risk.

10.2. Termination by Tabs.

Tabs may terminate the Payments Services: (a) immediately on notice, where a ground for suspension exists and, where Tabs has elected to specify a period for cure, that period has expired without cure; where Merchant exceeds an applicable Chargeback, dispute, fraud or return threshold; where Merchant is the subject of a bankruptcy or insolvency proceeding; or where required by Applicable Law, the Network Rules, the Payment Provider, an Acquirer or a regulator; or (b) for convenience on thirty days’ notice. Tabs will terminate immediately, without notice or cure, where a Payment Network, the Payment Provider, an Acquirer or a regulator directs it to do so, and Merchant acknowledges that Tabs has no discretion in that circumstance and no liability for acting on such a direction.

10.3. Cascade.

The Payments Services terminates automatically, without liability to Tabs, on termination or expiry of: the Payment Provider Terms as between Merchant and the Payment Provider; Tabs’ agreement with the Payment Provider; the Master Agreement; or Merchant’s access to the Tabs Platform. Termination of the Payments Services does not by itself terminate the Master Agreement.

10.4. Effect of termination.

On suspension or termination of the Payments Services: (a) Merchant will immediately cease submitting Transactions, and Tabs and the Payment Provider may reject any Transaction submitted after the effective date; (b) Transactions in flight may continue to be processed, settled or reversed, and Merchant remains fully responsible for them; (c) Tabs may maintain or increase the Reserve in accordance with Article 8; (d) all amounts owed by Merchant become immediately due; (e) the authorizations in Section 3.9 and Schedule 2, the security interest granted in Section 9.4, and Merchant’s reimbursement, indemnification and cooperation obligations remain in full force until all obligations have been finally satisfied; and (f) Merchant will cooperate in reconciliation, dispute handling, audits and orderly wind-down.

10.5. Reporting to networks and databases.

Merchant acknowledges that Tabs, the Payment Provider or an Acquirer may be required to report Merchant and its principals to a Payment Network or to a terminated merchant database, including the Mastercard MATCH system and the Visa Merchant Screening Service, and that such a listing may prevent Merchant from obtaining payment processing from other providers for several years. Tabs will make any such report where Tabs determines that the circumstances fall within a reason code defined by the applicable Payment Network.

11. Representations, Warranties and Covenants

Merchant represents, warrants and covenants, as of the Pay Effective Date, during the term of these Pay Terms, and on each date a Transaction is submitted, that: (a) it is duly organized, validly existing and in good standing, and holds all licenses, registrations and authorizations required for its business; (b) it has full power and authority to enter into and perform the Agreement, and the Agreement is enforceable against it; (c) each Transaction it submits represents a bona fide obligation of the Payor to Merchant for goods or services actually provided or to be provided by Merchant, is not disputed at the time of submission, and is not submitted to collect a dishonored payment or to refinance an existing obligation; (d) it has obtained all consents and authorizations required from each Payor for the Transaction and, for ACH Payments, holds a valid authorization from the account holder in the form required by the Network Rules and Applicable Law and will retain it and produce it on request; all Merchant Data is complete, accurate and current; (e) it complies and will comply with Applicable Law, the Network Rules and the Payment Provider Terms; and (f) it is not insolvent and will notify Tabs immediately if it becomes so. Merchant further represents and warrants that neither Merchant nor any of its principals has had a contract for payment network services terminated at the direction of a Payment Network, an Acquirer or a governmental authority, or has been listed on a terminated merchant database, and that Merchant will notify Tabs immediately if that ceases to be true.

12. Indemnification

12.1. Merchant indemnity.

Merchant will indemnify, defend and hold harmless Tabs, its Affiliates, and their respective officers, directors, employees, agents and representatives (collectively, the “Tabs Indemnitees”), and, as third-party beneficiaries of this Article, the Payment Provider, each Acquirer and each sponsoring bank, from and against all claims, demands, losses, liabilities, damages, Fines, judgments, settlements, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Merchant’s Transactions, goods, services, business or use of the Payments Services; (b) any Chargeback, Refund, return, reversal, negative balance, fraud loss or Fine attributable to Merchant or its Payors; (c) Merchant’s breach of the Agreement, the Payment Provider Terms, the Network Rules or Applicable Law; (d) any dispute between Merchant and a Payor, including any claim by a Payor that its obligation was not discharged; (e) any inaccuracy in Merchant Data, including any resulting information reporting or withholding penalty; (f) any compromise of payment data, credentials or systems within Merchant’s control; (g) any consumer transactions as described in Section 1.5; and (h) any act or omission of any person to whom Merchant has given access to the Payments Services.

12.2. Back-to-back indemnity.

To the extent Tabs or any other Tabs Indemnitee becomes liable to the Payment Provider, an Acquirer, a sponsoring bank or a Payment Network for any amount arising from or relating to Merchant, its Transactions or its use of the Payments Services, Merchant will indemnify and hold the Tabs Indemnitees harmless against that amount in full.

12.3. Procedure.

Tabs will notify Merchant of any claim for which it seeks indemnity, and Merchant will assume the defense with counsel reasonably acceptable to Tabs, provided that Tabs may participate with its own counsel at its expense and may assume control of the defense where the claim involves a Payment Network, a regulator, a criminal allegation, or injunctive relief against Tabs. Merchant will not settle any claim in a manner that imposes any obligation or admission on Tabs without Tabs’ prior written consent.

13. Disclaimers

TABS PAY IS PROVIDED “AS IS” AND “AS AVAILABLE.” TABS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Tabs does not warrant or guarantee: that any Transaction will be authorized, processed, settled, collected or funded; the timing or availability of any settlement or payout; the availability or continuation of any payment method, currency, feature or Payment Provider; that fraud, risk, screening or scoring tools will identify or prevent any fraudulent, unauthorized or non-compliant Transaction; any outcome of any dispute, Chargeback, audit, investigation or regulatory matter; or any compliance outcome for Merchant. Merchant is responsible for determining whether its use of the Payments Services complies with Applicable Law and for obtaining its own legal, tax, accounting and regulatory advice. Tabs does not provide banking, legal, tax or regulatory advice.

14. Limitation of Liability

14.1. Exclusion of indirect damages.

NO TABS INDEMNITEE WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PAY AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2. Cap on Tabs’ liability.

THE TABS INDEMNITEES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO TABS PAY AND THE PAY AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY MERCHANT TO TABS FOR TABS PAY IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS AND ACROSS ALL TABS INDEMNITEES AND IS SEPARATE FROM, AND NOT CUMULATIVE WITH, ANY CAP IN THE MASTER AGREEMENT.

14.3. No limitation on Merchant’s payment obligations.

NO LIMITATION OR EXCLUSION OF LIABILITY IN THE PAY AGREEMENT, THE GENERAL TERMS OR ANY OTHER AGREEMENT BETWEEN THE PARTIES APPLIES TO, OR LIMITS IN ANY WAY, MERCHANT’S OBLIGATIONS TO PAY OR REIMBURSE FEES, CHARGEBACKS, REFUNDS, RETURNS, REVERSALS, NEGATIVE BALANCES, FINES, RESERVE FUNDING, INTEREST, COSTS OF COLLECTION, OR AMOUNTS OWED UNDER ARTICLE 12 (INDEMNIFICATION). MERCHANT’S LIABILITY FOR THOSE AMOUNTS IS UNLIMITED.

14.4. Third parties.

No Tabs Indemnitee has any liability for any act or omission of the Payment Provider, an Acquirer, a sponsoring bank, a Payment Network, an issuing bank, a receiving depository financial institution, a Payor, or any other third party, or for any event outside Tabs’ systems.

15. Data, Privacy and Confidentiality

15.1. Roles and processing.

Merchant acknowledges that Tabs shares Merchant Data and Transaction data with the Payment Provider, Acquirers, sponsoring banks, Payment Networks, service providers, regulators and law enforcement as necessary for those purposes, and consents to such sharing. Merchant will provide all notices to, and obtain all consents from, its Payors and personnel necessary for that processing and sharing.

15.2. Use of data for security, fraud prevention and service improvement.

Tabs may use Merchant Data and Transaction data to provide, secure, operate, monitor, support, troubleshoot and improve the Payments Services and the Tabs Platform; to prevent, detect and investigate fraud, abuse, security incidents and financial crime; to assess and manage credit, settlement and portfolio risk; to produce reporting for Merchant; and to comply with Applicable Law, the Network Rules and the requirements of the Payment Provider, Acquirers, sponsoring banks and regulators. Tabs may also create data that is aggregated and de-identified so that it does not identify Merchant, any Payor or any individual, and may use and retain such data for any lawful business purpose. Tabs will not disclose Merchant Data or Transaction data in a form that identifies Merchant or any Payor to any other customer of Tabs, and will not sell personal data.

15.3. Models and automated tools.

Tabs and Payment Provider may use Merchant Data and Transaction data to develop, train, test, tune, evaluate and operate models, rules and automated tools used in the Payments Services and the Tabs Platform, including for fraud detection, risk scoring, cash application, reconciliation, dunning and reporting. Where a Tabs feature generates communications, calculations or instructions using automated or machine-learning tools, Merchant remains responsible for reviewing and approving output that is sent to a Payor or that determines an amount billed or collected, and Tabs’ liability in respect of such output is subject to Article 14.

15.4. Confidentiality obligations.

1. Each party will hold the other party’s Confidential Information in strict confidence, will use it only as necessary to perform or exercise its rights under the Agreement, and will protect it with no less care than it uses for its own confidential information of like importance and in no event less than a reasonable standard of care. A receiving party may disclose Confidential Information only to those of its Affiliates, employees, officers, directors, professional advisers and subcontractors who need it for that purpose and who are bound by confidentiality obligations no less protective than these, and the receiving party remains responsible for their compliance. Tabs may in addition disclose Merchant’s Confidential Information to the Payment Provider, an Acquirer, a sponsoring bank, a Payment Network, a regulator and its own service providers as necessary to provide the Payments Services or to comply with Applicable Law or the Network Rules. Confidential Information includes materials owned, published or provided by a Payment Provider or a Payment Network, including the Network Rules, which Merchant will not disclose or reproduce except as those rules permit.

1. Exclusions. Confidential Information does not include information that: is or becomes publicly available other than through a breach of the Agreement; the receiving party can demonstrate through competent evidence was known to it before disclosure; is disclosed to the receiving party by a third party legally entitled to make that disclosure without violation of any obligation of confidentiality; or is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, as evidenced by the written records of the receiving party.
2. Compelled disclosure. A receiving party may disclose Confidential Information to the extent required by an order of a court or governmental authority or by Applicable Law, provided that, to the extent legally permitted and practicable, it first notifies the disclosing party so that the disclosing party may seek a protective order or other remedy, and reasonably cooperates with the disclosing party’s efforts to obtain one at the disclosing party’s expense. Where a protective order is not obtained, the receiving party will disclose only that part of the Confidential Information it is legally required to disclose.
3. Return or destruction. On termination or expiry of the Payments Services, or on the disclosing party’s written request, the receiving party will return or destroy the disclosing party’s Confidential Information and, on request, certify that it has done so, except for copies retained in routine backup or archival systems or where retention is required by Applicable Law, the Network Rules or the NACHA Operating Rules. Confidential Information so retained remains subject to this Article for as long as it is retained.
4. Feedback. If Merchant or any of its Users provides Tabs with suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Payments Services, Merchant assigns to Tabs all right, title and interest in that feedback and agrees that Tabs may use it for any purpose without restriction, attribution or compensation. Nothing in this Section grants Tabs any right in Merchant Data.

16. Tax Information Reporting

16.1. Taxpayer information.

Merchant will provide a properly completed IRS Form W-9, or the applicable Form W-8 where Merchant is a non-U.S. person, before Tabs settles any amount to Merchant, and will provide a corrected form within ten days of any change to its legal name, taxpayer identification number or tax status. Provision of a correct name and taxpayer identification number is a condition of Settlement.

16.2. Withholding and suspension.

If Merchant fails to provide a correct name and taxpayer identification number, or if the Internal Revenue Service notifies Tabs of a name and taxpayer identification number mismatch, Tabs may withhold and remit backup withholding at the applicable rate, may suspend Settlement, or both, in each case until the matter is resolved. Tabs has no liability to Merchant for amounts properly withheld and remitted. Merchant will indemnify Tabs for any penalty, interest or liability arising from incorrect or incomplete taxpayer information.

16.3. Taxes

Merchant is responsible for all taxes arising from its use of the Payments Services other than taxes on Tabs’ net income.

17. Changes to These Pay Terms

Tabs may amend these Pay Terms on thirty days’ prior notice to Merchant, delivered in accordance with Article 18. Notwithstanding the foregoing, Tabs may amend these Pay Terms effective immediately, or on such shorter notice as is practicable, where the amendment is required by Applicable Law, the Network Rules, a regulator, the Payment Provider, an Acquirer or a sponsoring bank, or is necessary to address a security or fraud risk. Merchant’s continued use of the Payments Services after the effective date of an amendment constitutes acceptance of it.

18. Notices; Electronic Communications

Tabs may give notice under the Agreement by email to the address Merchant has designated in the Tabs Platform, by posting in the Tabs Platform, or by any other method reasonably designed to reach Merchant, and such notice is effective when sent or posted. Merchant will give notice to Tabs at the address in Article 20 and by email to the address Tabs designates, effective on receipt. Merchant consents to receive all communications, disclosures, statements, authorizations, notices and records relating to the Payments Services electronically, agrees that electronic records and signatures satisfy any requirement that a communication be in writing or signed, and is responsible for maintaining current contact information and for regularly reviewing communications from Tabs. Merchant may withdraw this consent only by terminating the Payments Services.

19. Dispute Resolution

19.1. Informal resolution.

The parties will attempt in good faith to resolve any Dispute within thirty days after it arises. A party intending to commence arbitration must first give the other written notice of Dispute. Notice to Tabs must be sent to Tabs Platform, Inc., Attention: Legal, at the address stated in Section 20.6, with a copy by email to the address Tabs designates for legal notices. Tabs will send notice to Merchant at the postal and email addresses associated with Merchant’s account. A notice of Dispute must state the name, postal address and email address of the party giving it, describe the Dispute and the facts on which it is based, and state the relief requested. If the parties have not resolved the Dispute within sixty days after the notice is received, the party that gave the notice may commence arbitration. The limitation period for any Dispute is tolled while this Section is being complied with.

19.2. Binding arbitration.

A “Dispute” means any controversy or claim arising out of or relating to the Agreement in any way, whether directly or indirectly, or to the relationship between the parties resulting from the Agreement, including any claim in contract, tort, statute, regulation or equity, any claim relating to the formation, interpretation, breach, termination, validity or enforceability of the Agreement, and any claim that arose before the Pay Effective Date. Except as provided in Section 19.6, every Dispute will be finally resolved by binding arbitration on an individual basis, administered by JAMS under its Comprehensive Arbitration Rules then in effect, before a single arbitrator with substantial experience in payments or commercial contract disputes, seated in New York, New York, and conducted in English. If JAMS is unavailable or declines to administer the arbitration, the parties will agree on a replacement administrator and, failing agreement within fifteen days, either party may apply to a court of competent jurisdiction to appoint one. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Article.

19.3. Parties bound; arbitrability.

This Article binds Merchant and Tabs and, at the election of the party against whom a claim is made, extends to claims brought against a party’s Affiliates, and against the officers, directors, shareholders, employees and agents of a party or its Affiliates. All issues are for the arbitrator to decide, except that any issue relating to the scope, validity or enforceability of this Article, or to whether a Dispute is arbitrable, is for a court of competent jurisdiction to decide.

19.4. Costs of arbitration.

The arbitrator’s fees and expenses and the administrator’s filing, administrative and hearing fees are allocated in accordance with the applicable rules of the administrator. Where Merchant has complied with Section 19.1 and the amount in controversy is one hundred thousand dollars or less, Tabs will pay Merchant’s share of those fees. This Section does not apply, and the applicable rules of the administrator govern the allocation of all fees, where the arbitrator determines that a claim or the relief sought is frivolous or was brought for an improper purpose, in which case the arbitrator may direct Merchant to reimburse Tabs for amounts Tabs paid on Merchant’s behalf. Each party otherwise bears its own attorneys’ fees and costs, except where the Agreement or Applicable Law provides otherwise, including Section 9.6.

19.5. Class action and jury waiver.

ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY. If this Section is held unenforceable as to any claim, that claim will be resolved in court under Section 19.7 and the remainder of this Article continues to apply. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim, and may not award relief that operates for the benefit of any person who is not a party to the arbitration. If a court determines that Applicable Law precludes enforcement of any limitation in this Section as to a particular cause of action or a particular remedy, then that cause of action or remedy, and only that cause of action or remedy, is severed from the arbitration and will be resolved in court under Section 19.7, and the remainder of this Article continues to apply to all other claims and remedies.

19.6. Exceptions.

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality obligations, and either party may bring an individual action in small claims court. In addition, Tabs may, at its election, bring in court any action to collect amounts owed by Merchant, to enforce the security interest granted in Section 9.4 or any other collateral or guaranty, or to obtain provisional remedies including attachment, replevin, receivership or injunctive relief in aid of collection. Each party acknowledges that a breach of the confidentiality obligations in Article 15 or of the intellectual property rights of the other party may cause irreparable harm for which damages are not an adequate remedy, and agrees that the other party is entitled to seek injunctive relief to restrain any actual or threatened breach without the necessity of posting a bond or other security. Nothing in this Article prevents either party from reporting a matter to, or bringing an issue to the attention of, any federal, state or local agency or regulator, and any such agency may seek relief on that party’s behalf.

19.7. Governing law and venue.

The Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules, except that the perfection and priority of the security interest granted in Section 9.4 are governed by the Uniform Commercial Code of the applicable jurisdiction. For any proceeding not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, and waive any objection to that forum.

19.8. Limitations period.

Any claim arising out of or relating to the Agreement must be brought within one year after the claim accrues, except for claims for amounts owed under the Agreement, which may be brought within the period allowed by Applicable Law.

20. General

20.1. Assignment.

Merchant may not assign or transfer the Agreement or any right or obligation under it, by operation of law or otherwise, including in connection with a merger, reorganization or sale of all or substantially all of its assets or a change of control, without Tabs’ prior written consent, which Tabs may withhold where the assignee would not satisfy Tabs’ or the Payment Provider’s underwriting criteria. Tabs may assign the Agreement freely, including to an affiliate, a successor or in connection with a financing. Merchant will notify Tabs at least thirty days before any change of control.

20.2. Force majeure.

Tabs is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control.

20.3. Third-party beneficiaries.

The Payment Provider, each Acquirer, each sponsoring bank and each Payment Network is an intended third-party beneficiary of the provisions of the Agreement that are expressed to be for its benefit, including Article 12, and may enforce them directly. There are no other third-party beneficiaries.

20.4. Survival.

Articles 2, 3, 7, 8, 9, 11, 12, 13, 14, 15, 16, 18, 19 and 20, and any other provision that by its nature should survive, survive termination or expiry of the Agreement until all obligations of Merchant have been finally satisfied.

20.5. Miscellaneous.

The Agreement is the entire agreement of the parties as to the Payments Services and supersedes all prior and contemporaneous understandings as to that subject matter. No failure or delay in exercising a right operates as a waiver, and no waiver is effective unless in writing. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder continues in effect. Nothing in the Agreement creates a partnership, joint venture, employment or fiduciary relationship between the parties, except as expressly provided in Section 3.2. Headings are for convenience only. The Agreement may be executed and accepted electronically. Where a provision is held unenforceable, it will first be reformed by the court or arbitrator to the minimum extent necessary to accomplish its purpose to the fullest extent permitted, and severed only if it cannot be so reformed. The rights and remedies in the Agreement are cumulative and are in addition to, and not exclusive of, any other right or remedy at law or in equity. No term contained in a purchase order or other document issued by Merchant has any effect, and any such term is rejected. Tabs may perform its obligations through subcontractors and may provide similar services to any other person, including a competitor of Merchant. Merchant acknowledges that the warranty disclaimers and the limitations and exclusions of liability in the Agreement reflect an agreed allocation of risk between the parties, form an essential basis of the bargain, and that Tabs would not provide the Payments Services on an economically reasonable basis without them.

20.6. Contact.

Tabs Platform, Inc., 161 6th Ave, New York, NY 10013. Questions regarding the Payments Services may be directed to support@tabsplatform.com.

Schedule 1 — Fee Disclosure

This Fee Disclosure describes the methodology by which each Fee payable in connection with the Payments Services are calculated. The rates and amounts applicable to Merchant are set out in the Order Form.

1. Pricing model

The Payments Services is priced on an interchange plus mark-up basis for Card Payments and on a flat per-transaction basis for ACH Payments, in each case as stated in the Order Form. Merchant’s total cost for a Card Payment is the sum of (a) interchange, (b) scheme and network fees, and (c) Tabs’ mark-up, plus any per-transaction amount. Interchange and scheme and network fees are set by the issuing bank and the Payment Networks respectively, are not set or controlled by Tabs, and change from time to time.

2. Explanation of pricing terms

The following terms are used in the Order Form and in this Fee Disclosure and have the meanings given below.

Failed ACH / Returns. An amount charged where an ACH debit is returned or fails, as stated in the Order Form, if and when ACH debit functionality is enabled.

Pass-through. An amount charged to Merchant to recover a charge imposed on Tabs by a third party, including interchange, scheme and network fees, Fines and Payment Provider charges. The Order Form states which amounts are charged on a pass-through basis and the amount or method of calculation applicable to each.

Cross-Border / Interchange. A pricing model in which interchange and scheme and network fees are passed through at cost and Tabs’ compensation, if applicable, is stated separately as a percentage of the Transaction amount and, where applicable, a fixed amount per Transaction.

Foreign Exchange / Multi-Currency. Optional services priced separately if enabled.

Bundled pricing. A pricing model in which interchange, scheme and network fees and the provider’s mark-up are combined into a single undifferentiated rate. Tabs does not use bundled pricing.

Tiered rate; qualified rate; mid-qualified rate; non-qualified rate. A pricing model in which Transactions are sorted into tiers, each carrying a different rate, according to card type and how the Transaction was processed. Tabs does not use tiered pricing, and no Transaction will be downgraded to a mid-qualified or non-qualified rate.

3. Other amounts

Chargeback, dispute, return and administrative fees, and any other amounts charged by Tabs, are stated in the Order Form. Fines are charged in the amount stated in the Order Form or notified under Section 6.3. Tabs will give at least thirty days’ advance notice, delivered separately, of any new or increased Fee, other than pass-through increases imposed by a third party, which take effect on the date they are imposed.

Schedule 2 — ACH Authorization and Origination Terms

This Schedule is Merchant’s authorization for ACH entries to Merchant’s own accounts and sets out Merchant’s obligations in respect of entries Tabs transmits on Merchant’s behalf. Merchant agrees to comply with the NACHA Operating Rules, as amended from time to time, with respect to every entry initiated under this Schedule.

1. Authorization

Merchant authorizes Tabs, the Payment Provider and each originating depository financial institution or other party through which Tabs transmits entries on Merchant’s behalf, to initiate ACH debit and credit entries, and any reversing or reinitiated entry the NACHA Operating Rules permit, to and from each account Merchant designates under Section 6.6 of the Pay Terms or otherwise affirmatively designates for this purpose, in order to settle Transaction proceeds, to fund the Reserve and to collect any amount owed by Merchant under the Agreement. Debit amounts vary with the amounts owed and may be initiated on any business day; because each designated account is a business account, no advance notice of an individual debit is required and Merchant waives any such right, except as to an account that is or becomes a consumer account.

2. Entries Tabs originates on Merchant’s behalf

Where Merchant instructs Tabs to initiate an entry to the account of a Payor or other third party, Merchant is the Originator of that entry under the NACHA Operating Rules and Tabs acts as an intermediary in transmitting it. Merchant: (a) authorizes Tabs, and each financial institution through which Tabs transmits entries, to originate entries on Merchant’s behalf; (b) assumes the responsibilities of an Originator under those Rules and agrees to be bound by them; (c) will not originate an entry that violates the laws of the United States; (d) will originate only the types of entry Tabs permits, and will not originate entries on behalf of, or to collect amounts owed to, any other person without Tabs’ consent; (e) agrees that Tabs and each such institution may suspend or terminate Merchant’s ability to originate entries immediately and without liability where necessary to comply with those Rules or where directed by NACHA, a financial institution partner or a regulator; and (f) agrees that Tabs and each such institution may audit Merchant’s compliance with this Schedule and those Rules.

Merchant warrants that it holds a valid, current authorization from each account holder in the form those Rules require, that each entry conforms to it, and that it has no knowledge that the authorization has been revoked. Merchant will retain each authorization for the period those Rules require and will produce it, and any other record relating to an entry, within two business days of request. Merchant will not instruct an entry to a consumer account unless Tabs has enabled consumer entries for Merchant in writing.

3. Exposure limits and information

Tabs may establish, review and change an exposure limit for Merchant, being the maximum aggregate value of entries Merchant may originate over a stated period, and may enforce it by rejecting, delaying or holding entries in excess of it, and Merchant agrees that Tabs is legally able to do so. Merchant will provide, within two business days of request, any information Tabs must supply to a financial institution partner or to NACHA in respect of Merchant.

Exhibit A — Payment Provider Terms

Merchant will review and comply with the documents listed below, each as amended from time to time by its publisher. These documents are published and maintained by the Payment Provider and the Payment Networks, not by Tabs, and Tabs does not control their content. Merchant is responsible for reviewing the current versions.

Payment Provider documents (Adyen N.V.)

Adyen for Platforms Terms and Conditions — https://www.adyen.com/legal/adyen-for-platforms-terms-and-conditions

Adyen Terms and Conditions — https://www.adyen.com/legal/terms-and-conditions

Adyen Prohibited and Restricted Products and Services List — https://www.adyen.com/legal/list-restricted-prohibited

Adyen Acceptable Use Policy — https://www.adyen.com/legal/acceptable-use-policy

Adyen Privacy Statement — https://www.adyen.com/policies-and-disclaimer/privacy-policy

Adyen Data Processing Terms — https://www.adyen.com/legal/data-processing-terms

Adyen for Platforms Sales Day Payout Terms of Service — https://www.adyen.com/legal/afp-sales-day-pay-out