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This document appears to be an agreement between a merchant (Lnn Wil) and a payment processing company (u2b) to set up ACH processing services. It includes the merchant's contact information and signatures agreeing to terms regarding processing fees, authorization requirements, security procedures, and a personal guarantee. Roles and permissions for user accounts are also defined.

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lnnwil401
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0% found this document useful (0 votes)
14 views14 pages

Apply Report

This document appears to be an agreement between a merchant (Lnn Wil) and a payment processing company (u2b) to set up ACH processing services. It includes the merchant's contact information and signatures agreeing to terms regarding processing fees, authorization requirements, security procedures, and a personal guarantee. Roles and permissions for user accounts are also defined.

Uploaded by

lnnwil401
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

u2b

+1-909-638-7136

646418483 [Link]

lnnwil401@[Link]

4 4

V V V

V V V

services

121141822 121141822

9096837136

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 1 of 13


Lnn Wil ceo 100

2509s seagull ave 641648483

ontario californa 91761 01/05/1999

y8960215 9096837136

100000000

100 100 100 100

100 100

V
V

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 2 of 13


V

Brittany Wilson
innwil401@[Link]
9096837136

2500 50000

2000 6000

10000 25000

V V V V

1000 25000

2000 20000

2000 35000

V V V

V V

V V V V V

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 3 of 13


CONTACT & USER ROLES

CONTACT EMAIL OFFICE PHONE CELL PHONE USER PERMISSION

CUSTOMER ADMINISTRATOR Has the ability to read and perform all customer level functions in the system (create payments is not default
and must be requested

CUSTOMER OPERATOR Create Users, Edit Users and Payment Approval (these are READ ONLY)

CUSTOMER READ ONLY Only has the ability to read all customer level functions in the system

NOTICES

»Authorizations must be kept on file for no less than (2) Two years.
» Existing relationship between Merchant and customer is required to process ACH initiated by phone authorization or Bill Pay.
»A relationship exists if the customer has purchased goods/services from the Merchant within the past two (2) years OR there is a written agreement in
place between the merchant and the customer for the provision of goods or services . EXAMPLE: The customer has an insurance policy with the Merchant.
» Services does not include verification if submitting transactions via File Transmission.
» Some banks will not honor an ACH Transaction from a "corporate account" Provided that the processor continues to receive transactions from the
Merchant, funds will be released in: 5-7 business days for ACH Debit; 5 business days for TEL and 3 business days for WEB and 7 business days for
eCommerce.

The signature page herein on the following page also serves as the signature page for the Personal Guarantee and Company Authorization of the
undersigned. By signing, the undersigned represents that he or she is authorized to sign and submit this ACH Services Merchant Agreement together with
the Terms and Conditions thereto, the Personal Guarantee, and the Company Authorization on behalf of undersigned and the Company, which agrees to be
bound thereby.

ACH SERVICES MERCHANT AGREEMENT I VERSION 2.12.15 I CONFIDENTIAL & PROPRIETARY 4

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 4 of 13


PERSONAL GUARANTEE
For and in consideration of the acceptance of the ACH Services Merchant Agreement by eProdigy ACH, LLC, the undersigned (herein referred to as
"Guarantor" unconditionally, personally, individually, jointly and severally guarantees performance of the Merchant's obligations under this Agreement and
payment of all sums duethereunder and herebycontinuestopersonally indemnifyEPAforanyand allfundsduefromtheMerchant'sunderthe termsof this
agreement. ACH Debit/ Credit Authorization: Merchant hereby authorizes EPA in accordance with this ACH Services Merchant Agreement to initiate debit/
credit entries to Merchant's checkingaccount,asindicated perthe attachedcopyof avoidedcheckfromsame. Theauthorityisto remain infull force andeffect
until(a)One hundred and twenty(120) daysafterEPAhasreceivedwrittennotification from Merchant ofitsterminationinsuchamanner astoaffordEPA
responsible opportunity to act on it,and (b)all obligation of Merchantto Bank and EPA that havearisen underthis agreement have been paid infull.

COMPANY AUTHORIZATION
As a duly authorized representative for the Company, the undersigned certifies the accuracy of all of the foregoing information and authorizes EPA or other
investigative entities employed by EPA, or its agents, to investigate the references and information given to EPA. The undersigned further agrees to notify
EPA or its processor(s) of any and all changes that may occur from time-to-time in the information and statements contained herein above. The undersigned
agrees that EPA will debit the account, specified by attached voided check copy or bank letter, for all setup fees, including the ACH License fee, as an ACH
item, upon receipt of the completed application, and all subsequent related monthly service and transaction fees, via an ACH transaction.

Brittany Wilson ceo

PRINTED NAME POSITION/TITLE


{signature:s1________} 02/15/2024

SIGNATURE DATE

** CORPORATE RESOLUTION VERIFYING SIGNATURE AUTHORITY MUST BE INCLUDED IF SIGNED BY SOMEONE OTHER THAN THE PRESIDENT OR CEO **

ACH SERVICES MERCHANT AGREEMENT I VERSION . .1 I CONFIDENTIAL & PROPRIETARY 0 5

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 5 of 13


No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sub license or otherwise distribute, transfer or dispose of
any of EPA Proprietary Property, as defined in Section 4 below, in whole or in part, is granted except as expressly provided by this Agreement. Neither
Company nor any of its affiliates shall reverse, engineer, decompile or disassemble the Proprietary Property. Additionally, nothing in this Agreement shall
be construed to provide Company with a license of any third-party proprietary information or property.

4. OWNERSHIP
» All computer programs, trademarks, service marks, patents, copyrights, trade secrets, know-how, and other proprietary rights in or related to EPA's
products and services (the "Proprietary Property"), are and will remain the sole and exclusive property of EPA, whether or not specifically recognized or
perfected under applicable law.

5. SECURITY PROCEDURES
» Company and EPA shall comply with the security procedures requirements described in the ACH Rules with respect to entries transmitted by Company to
EPA. Company acknowledges that the purpose of such security procedures is for verification of authenticity and not to detect an error in the transmission
or content of an entry. No security procedures for the detection of any such error have been agreed upon between EPA and the Company.
» Company is strictly responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions. Company warrants that no
individualwillbeallowedtoinitiatetransfersintheabsenceofpropersupervisionandsafeguards,andagreestotakereasonable steps tomaintainthe
confidentiality of the security procedures and any passwords, codes, security devices and related instructions provided by EPA in connection with the
security procedures described inthe ACH Rules. If Company believes or suspects that any such information or instructions have been known or accessed
by unauthorized persons, Company agrees to notify EPA, followed by written [Link] occurrence of unauthorized access will not affect any
transfersmadeingoodfaithbyEPApriortoreceiptofsuchnotificationandwithinareasonEPA stimeperiodto prevent unauthorized transfers.

6. COMPLIANCE WITH SECURITY PROCEDURES


» If an Entry (or request for cancellation or amendment of Entry) received by EPA purports to have been transmitted or authorized by
Company, it will be deemed effective as Company’s Entry (or request) and Company shall be obligated to pay EPA the amount of such
Entry even though the Entry (or request) was not authorized by the Company, provided EPA accepted the Entry in good faith and acted
in compliance with the security procedures referred to in ACH Rules with respect to such Entry.

» If an Entry (or request for cancellation or amendment of an Entry) received by EPA was transmitted or authorized by Company, Company
shall pay EPA the amount of the Entry, whether or not EPA complied with the security procedures referred to in the ACH Rules with
respect to that Entry or whether or not that entry was erroneous in any respect or that error would have been detected if EPA had
complied with such procedures.

7. ACH PROCESSING AND TRANSMITTAL SERVICES


»Company and EPA agree that all entries transmitted to EPA for processing shall comply with the formatting and other requirements set
forth in the ACH Rules in regards to the following Standard Entry Class Codes ("SEC Codes"):

PPD - Prearranged Payment


and Deposit
CCD - Cash Concentration
and Disbursement
TEL - Telephone Initiated
Payment
WEB - Internet Initiated Payment
ARC - Accounts Receivable Conversion
POP - Point of Purchase
BOC - Back Office Conversion

Please note that ARC, POP, and BOC programs are not supported on EPA's Virtual Terminal though you can send files in either a NACHA
File or CSV File Format.

ACH SERVICES MERCHANT AGREEMENT I VERSION I CONFIDENTIAL & PROPRIETARY 7

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 6 of 13


»EPA shall (i) process Entries from Company to conform with the file specifications set forth in the Rules (ii) transmit such Entries as an Originating
Depository Financial Institution to the ACH Operator, and (iii) settle for such Entries as provided in the Rules.

» EPA shall transmit such Entries to the ACH Operator by the deadline of the ACH Operator One Banking Day prior to the Effective Entry Date shown in such
Entries, provided (i) such Entries are received by 7:30 pm EST ("Company Cut-Off Time") on a Banking day, (ii) the Effective Entry Date is at least one (1)
day after such banking day, and (iii) the ACH Operator is open for business on such banking [Link] purpose of this Agreement, Entries sent via
electronic transmission shall be deemed received by EPA when the transmission which is in compliance with any related security procedures provided for
herein is completed and confirmation of transmission has been received by Company .

» If any of the requirements of clause (i), (ii), or (iii) of Section 7(b) is not met, EPA shall use reasonable efforts to transmit such Entries to the ACH Operator
by the next deposit deadline of the ACH Operator.

8. REJECTION OF ENTRIES
» EPA may reject any Entry that does not comply with the requirements of Section 5, Security Procedures or Section 7, ACH Processing andTransmittal
Services, or that contains an Effective Entry Date more than twenty-one (21) calendar days after the banking day such Entry is received by EPA. EPA may
reject any Entry if Company has failed to comply with its account balance obligations under Section 14, The Settlement Account. EPA shall notify
Company by phone, electronic transmission, or in writing of such rejection no later than the banking day such Entry would otherwise have been
transmitted by EPA to the ACH Operator. Notices of rejection shall be effective when given. EPA shall have no liability to Company by reason of rejection
of any such entry or the fact that such notice is not given at an earlier time than that provided for herein.

9. CANCELLATION OF AMENDMENT BY THIRD-PARTY SENDER


» Company shall have no right to cancel or amend any Entry after its receipt by EPA. However, if such request complies with the security procedures
described in the ACH Rules for the cancellation of data, EPA shall use reasonable efforts to act on a request by Company for cancellation of an Entry prior
to transmitting it to the ACH Operator, but shall have no liability if such cancellation is not effected. Company shall reimburse EPA for any expenses,
losses, or damages EPA may incur in effecting or attempting to effect the cancellation or amendment of an entry.

10. NOTICE OF RETURNED ENTRIES AND NOTIFICATIONS OF CHANGE


»EPA shall notify Company by electronic transmission of the receipt of a returned entry from the ACH Operator no later than one business day after the
business day of such receipt. EPA shall have no obligation to retransmit a returned Entry to the ACH Operator if EPA complied with the terms of this
Agreement with respect to the original Entry. EPA shall provide Company all information, as required by the NACHA Operating Rules, with respect to each
Notification of Change (NOC) Entry or Corrected Notification of Change (Corrected NOC) Entry received by EPA relating to Entries transmitted by Company.
EPA must provide such information to Company within one banking day of the Settlement Date of each NOC or Corrected NOC Entry. Company shall ensure
that changes requested by the NOC or Corrected NOC are made within six (6) banking days of Company's receipt of the NOC information from EPA
or prior to initiating another entry to the Receiver's account, whichever is later.

11. PROCESSING LIMITS


» EPA will apply a cap on the single entry amount, daily total amount and monthly total amount it will process for the Company, as shown the ACH Services
Approval Form attached hereto. These limits may be changed by EPA from time-to-time, upon notice to Company. If the Company exceeds the
established limits EPA may temporarily suspend Transaction processing or temporarily hold the funds that are in excess of the established limits. EPA will
notify Company in writing of any suspension or holding of funds. Company will incur an Over-Limit fee for each occurrence, as shown in the ACH Services
Approval Form attached hereto.

12. HOLDING OF FUNDS


»The standard hold time for debit entries is three (3) business banking days from the Effective Entry Date of the entries. Credit Entries are settled same day
as the Effective Entry day of the Entry. Company may request a reduction in the hold time for debit entries by submitting a written request to EPA. EPA
may require a separate security deposit to support such a reduction, but is under no obligation to grant Company's request for reduction.

ACH SERVICES MERCHANT AGREEMENT I VERSION 2.12.15 I CONFIDENTIAL & PROPRIETARY 8

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 7 of 13


»EPA shall (i) process Entries from Company to conform with the file specifications set forth in the Rules (ii) transmit such Entries as an Originating
Depository Financial Institution to the ACH Operator, and (iii) settle for such Entries as provided in the Rules.

» Should EPA observe any irregular Entry or suspect fraudulent activity by Company, or as required by law, EPA reserves the right to place a longer hold
time on any Entries without prior written notice to Company. If hold time is increased, EPA will notify Company in writing within 2 (two) business
banking days of increase.

13. SECURITY DEPOSIT


» A security deposit or "Reserve" may be required by EPA which shall be used by EPA to offset any returned items or chargebacks that EPA is unable to
collect from Company's Settlement Account or other means as prescribed herein. Should EPA determine that a Reserve is required such deposit will be
established through the ACH Services Approval Form. Reserve amount shall be revised based on periodic review of Company's transaction volumes,
amounts and return ratios. Company hereby grants a security interest in any such Reserve funds held by EPA to secure Company's existing and future
obligations to EPA under this Agreement. The Reserve funds shall be held by EPA for ninety (90) calendar days beyond the date of the last item processed
by EPA on Company's behalf. In the event EPA has reason to believe that Company has acted in a fraudulent manner or has not obtained proper
authorization from the receiver for transaction processed, EPA may extend the hold on the Company's Reserve funds up to the maximum time allowed by
law.

14. THE SETTLEMENT ACCOUNT


»EPA may, without prior notice or demand, obtain payment of any amount due and payable to it under this Agreement by debiting the settlement account
of Company identified in the ACH Services Approval Form. Company shall at all times maintain a balance of available funds in the Settlement Account to
cover Company's obligations under this Agreement. Company agrees that EPA or any affiliate of EPA may have the right to debit the Settlement Account
in order to collect funds owed to EPA in regards to this Agreement at any time deemed necessary by EPA. Also, EPA may set off against any amount it owes
to Company, in order to obtain payment of Company's obligations under this Agreement. Upon request of EPA, Company agrees to promptly provide to
EPA such information pertaining to Company's financial condition as EPA may reasonably request.

15. PAYMENT BY COMPANY FOR ENTRIES; PAYMENT BY EPA FOR ENTRIES


» Company shall pay EPA the amount of each credit Entry transmitted by EPA pursuant to this Agreement at such time on the Settlement Date with respect
to such credit Entry. Payment will result in a single debit to the Company's Settlement Account on the Settlement Date for the sum of all credit Entries
with that day's Settlement Date.

»Company shall promptly pay EPA the amount of each debit Entry returned by an RDFI that was transmitted by EPA pursuant to this Agreement. In the
case of a Company on Straight Settlement all debit Entries returned by an RDFI will result in a debit to the Settlement Account the day the return is
received by EPA from the ACH Operator. If more than one return is received, the debit to the Settlement account will be a total of all returns received for
that day by EPA. In the case of a Company on Net Settlement, all debit Entries returned by an RDFI will result in a reduction of the settlement for the
original Entry. If return is received after the settlement date of the original entry, the return will result in a reduction in settlement due the day the return
is received by EPA from the ACH Operator. If no settlement is due the date the return is received, there will be a debit to the Settlement Account for the
amount of the return.

»In the case of a Company on Straight Settlement, EPA shall pay Company the total amount of all debit Entries transmitted by EPA pursuant to this
Agreement on the Settlement Date with respect to such debit Entries, resulting in a sing le credit to the Settlement Account. In the case of a Company on
Net Settlement, EPA shall pay Company the total amount of all debit Entries transmitted by EPA pursuant to this Agreement minus the amount of any
returns received for the original debits on the Settlement Date with respect to such debit Entries, resulting in a single credit to the Settlement Account.

16. VOLUME AND FINANCIAL RE-EVALUATION


» Company shall provide EPA and the ODFI with copies of its annual financial statements within 45 days of Company's fiscal year end. EPA reserves the
right to re-evaluate Company's financial position at its own discretion throughout the course of EPA's business relationship with Company. Such
re-evaluation may result in modification of the fee structure, reserve amount, applicable discount fees or termination of this Agreement in accordance
with the terms herein.

9
ACH SERVICES MERCHANT AGREEMENT I VERSION I CONFIDENTIAL & PROPRIETARY

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 8 of 13


17. COMPANY REPRESENTATIONS AND AGREEMENTS; INDEMNITY
» With respect to each and every Entry transmitted by Company, Company represents and warrants to EPA and agrees that (i) each person shown as the
Receiver on an Entry received by EPA from Company has authorized the initiation of such Entry and the crediting or debiting of its account in the amount
and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal or crediting or debiting by EPA as
provided herein, (iii) entries transmitted to EPA by Company are limited to those types of credit and debit Entries set forth in Section 6, (iv) Company shall
perform its obligations under this Agreement in accordance with all applicable laws, regulations, and orders, including, but not limited to, the sanctions
laws, regulations, and orders administered by OFAC, laws, regulations, or orders applicable to the FinCEN; laws applicable to the Unlawful Internet
Gambling Enforcement Act, and any state laws, regulations, or orders applicable to the providers of ACH payment services, and (v) Company shall be
bound by and comply with the provision of the Rules (among other provisions of the Rules) making payment of an entry by the RDFI to the Receiver
provisional until receipt by the RDFI of final settlement for such entry. Company specifically acknowledges that it has received notice of the rule
regarding provisional payment and the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount
credited and Company shall not be deemed to have paid the Receiver the amount of the entry. Company shall indemnify EPA against any loss, liability or
expense (including attorney's fees and costs) resulting from or arising out of any breach of any of the foregoing warranties, representations, or
agreements.

»Company bears all responsibility for its own employees' actions while in Company's employ. Company shall indemnify and hold harmless EPA and its
officers, directors, employees and agents, from and against any and all claims, demands, actions, losses, damages, liabilities, expenses, expenditures, and
costs including but not limited to attorney's fees and other costs of defense, including settlement costs, that relate to or result from (i) any material breach
of Company's representations and warranties contained herein, (ii) any alleged violation by Company of any applicable law, Rule or Regulation, or (iii)
any action of Company, it's agents or employees in connection with any Entry subject to this Agreement. Further Company acknowledges that EPA may
rely solely on identifying numbers provided by Company to determine the bank and account in question for each Entry even if the numbers identify a
bank or account holder that differs from the one Company has identified by name. Company shall indemnify EPA for any losses, liabilities, costs or
expenses EPA or any third party suffers or incurs as a result of an incorrect account or other error. All disputes between Company and its Receiver(s)
relating to any Entry will be settled by and between Company and Receiver. Company agrees that EPA bears no responsibility or involvement in any such
dispute .

»Company is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization.

»Company has full power and to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes valid and
legally binding obligations of Company and is enforceable in accordance with its terms and conditions.

»Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will violate any statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, government agency, or court to which Company is subject
or any charter of Company, or conflict with or create any right to accelerate, terminate, modify, or cancel or require any notice under any other agreement,
or other arrangement to which Company is a party or by which either is bound.

» The information, documents, reports, financial statements, and other documentation provided by Company pursuant to this Agreement are correct,
accurate, and complete and do not contain any untrue or misleading statement or fact.

»The representations and warranties contained in this section do not contain any untrue statement of fact or omit to state any fact necessary in order to
make these statements and information contained in this section not misleading.

»The representations and warranties contained in this section do not contain any untrue statement of fact or omit to state any fact necessary in order to
make these statements and information contained in this section not misleading .

»Indemnification. In the event of any breach of any of the warranties stated above or otherwise contained in this Agreement, the Company shall indemnify
and defend EPA and the ODFI and hold each harmless against and from any pecuniary loss arising out of or in respect of any such breach, including all
damages, reasonable expenses, court costs, and attorney's fees incurred in connection therewith.

18. CUSTOMER AUTHORIZATIONS; RECORD RETENTION


» Authorization. Before the Company initiates any Entry on behalf of a Customer, the Company shall obtain from the Customer such authorization as is
required by the Rules. The Company shall initiate no Entry after such authorization has been revoked or the arrangement between the Company and the
Customer has terminated.

»Records .Company shall retain the original or copy of each authorization for the period specified by the Rules, and will furnish a copy thereof if requested
by EPA or the ODFI.

PRIORITY ACH SERVICES MERCHANT AGREEMENT I VERSION I CONFIDENTIAL & PROPRIETARY 10


PAYMENT SYSTEMS®

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 9 of 13


19. RULES AND REGULATIONS VIOLATIONS
» Company shall reimburse EPA for any fines or loss of funds imposed on EPA for any violation of the Rules or Regulations by the Company. EPA shall
provide Company written notice of any such fine. In the event Company fails to comply with this remedy within thirty (30) days of notice, Company shall
be assessed a fee per item in violation of the Rules or Regulations, in addition to any fees imposed by NACHA or any other governmental or legal
authority. Assessment of such additional fee will in no way limit EPA's right to obtain other remedies available under applicable law.

20. EPA RESPONSIBILITIES; LIMITATIONS ON LIABILITY; INDEMNITY


»In the performance of the services required by this Agreement, EPA shallbe entitled to rely solely on the information, representations, and warranties
provided by Company pursuant to this Agreement, and shall not be responsible for the accuracy or completeness thereof . EPA shall be responsible only
for performing the services expressly provided for in this Agreement, and shall be liablee only for its negligence or willful misconduct in performing those
services. EPA shall not be responsible for Company's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or
authorization of any Entry received from Company) or those of any other person, including, without limitation, any Federal Reserve Bank, ACH Operator or
transmission or communications facility, any Receiver or RDFI (including, without limitation, the return of an Entry by such Receiver or RDFI}, and no such
person shall be deemed Financial Institution's agent. Company agrees to indemnify EPA against any loss, liability, or expense (including attorneys' fees
and costs) resulting from or arising out of any claim or any person that EPA is responsible for any act or omission of Company or any other person.

» EPA shall be liable only for Company's actual damages due to claims arising solely from EPA's obligations to Company with respect to Entries transmitted
pursuant to this Agreement. In no event shall EPA be liable for any consequential, special, incidental, punitive, or indirect loss or damage which Company
may incur or suffer in connection with this Agreement, whether or not the likelihood of such damages was known or contemplated by EPA and
regardless of the legal or equitable theory of liability which Company may assert, including without limitation loss or damage from subsequent wrongful
dishonor resulting from EPA's acts or omissions pursuant to this Agreement.

»Without limiting the generality of the foregoing provisions, EPA shall be excused from failing to act or delay in acting if such failure or delay is caused by
legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond
EPA's control. Inaddition,EPAshallbe excused from failing totransmit ordelayintransmitting anEntryifsuchtransmittalwould resultinEPA'shaving
exceeded any limitation upon its intra-day funds position established pursuant to present or future Federal Reserve guidelines or in EPA's reasonable
judgment otherwise would violate any provision ofany presentorfuture riskcontrol programofthe FederalReserve or anyruleor regulation of any other
U.S. governmental regulatory authority.

»Subject to the foregoing limitations, EPA's liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the
average Federal Funds rate at the Federal Reserve Bank of New York for the period involved.

» EPA makes no warranty with respect to the services to be rendered under this Agreement, including without limitation, accuracy, merchantability, or
fitness for a particular [Link] no event will EPA be liable for direct, indirect, special, incidental, or consequential damages arising out of the use or
inability to use the services or faulty service even if EPA has been advised of the possibility of such damages. The warranty and remedies set forth above
are exclusive and in lieu of all others, either oral or written, expressed or implied.

» EPA is not responsible for any costs including, but not limited to, those incurred as a result of lost profits or revenue, loss of time or use of the services,
loss of data, costs of consultants, cost of substitute products, claims by third parties, or other similar costs. In no case will EPA's liability exceed the amount
of the fees of a single month of service.

21. PAYMENT FOR SERVICES


» EPA's charges for services rendered to the Company under this Agreement shall be computed in accordance with the ACH Services Approval Form. EPA may
change the fees upon 30 days' prior written notice to the Company .Payment of these fees will be made by a direct charge to the Settlement Account. If a
Debit for EPA's fees is returned or uncollectible for a period of three days after its transmittal, the EPA may cease providing services for Company and will
be excused from the performance of all its obligations hereunder until the fees and all service charges with respect thereto have been paid in good funds.

22. AMENDEMENTS
» From time to time EPA may amend any of the terms and conditions contained in this Agreement, including, without limitation, any cut-off time, any
business day, and any part of the Appendixes attached hereto. Such amendments shall become effective upon receipt of notice by Company or such later
date as may be stated in EPA's notice to Company.

11
ACH SERVICES MERCHANT AGREEMENT I VERSION I CONFIDENTIAL & PROPRIETARY

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 10 of 13


23. TERMINATION
» General. This Agreement may be terminated upon thirty (30) days' written notice by either party, provided that applicable portions of this Agreement
shall remain in effect for ninety (90) days after the effective date of termination with respect to the Reserve Account and any Entries that the Company
initiates prior to the effective termination date, to clear al I returns against the Settlement Account.

» Termination for [Link] shall also have the right to terminate this contract immediately for cause, which shall include but not be limited to (i) the
Company's failure to pay or settle Entries, (ii) the Company's failure to maintain the requisite balance in the Settlement Account or Reserve Account, (iii)
the Company's failure to pay EPA's fees or service charges within three days after transmittal of a Debit to the Settlement Account therefore, (iv) the
Company's noncompliance with applicable laws or the Rules, (v) excessive returned or rejected Entries submitted by the Company, in terms of number or
amount, (vi) EPA's receipt of unauthorized, false, or fraudulent Entries or files of Entries, or inaccurate or fraudulent authentication data, (vii) the
Company's failure to conform to EPA's specifications, (viii) the ODFI is required by the Agencies or other state or federal regulatory bodies to terminate its
contractual relationship with EPA.

» Notice Requirement. If the Company terminates this Agreement without the required notice, the Company authorizes EPA to debit the Settlement
Account (or, if applicable, the Company's Reserve Account) for an amount equal to the Company's average monthly billing.

24. MISCELLANEOUS
» Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that the Agreement or any section thereof was
drafted by the party.

» Tapes and Records. All magnetic tapes and related records that EPA uses in rendering services hereunder shall be and remain its property. Upon
termination of this Agreement, EPA shall, at the Company's request and expense, make available information contained in such tapes or records then on
hand.

»Assignment. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of the Company and EPA, except that the
Company shall not have the right to assign this Agreement or any of the rights and duties hereunder to any person or entity without EPA written consent
upon 60 days' advance written notice.

» Entire Agreement. This Agreement, together with these Terms and Conditions, and including the ACH Services Approval Form, Personal Guarantee,
Company Authorization, and any applicable schedules or exhibits to any of the aforementioned documents, constitutes the entire agreement between the
parties, supersedes all prior agreements, oral or written, and may be modified or amended only by a writing signed by both parties.

»Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions
hereof.

» Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance
with the internal laws of the United States and the State of Tennessee .

» Jurisdiction and Venue . In the event that either party commences legal action seeking monetary, declaratory, or injunctive relief with respect to
enforcement, interpretation, or violation of this Agreement or any other agreement between EPA and the Company, the parties (i) agree that any such
action may be commenced only in a court of competent subject-matter jurisdiction in Fulton County, State of Georgia, (ii) consent to venue and personal
jurisdiction in such a court, and (iii) waive any defense of lack of venue or personal jurisdiction in any such suit, action, or proceeding .The parties further
(A) agree that process in any such suit, action, or proceeding may be served by mailing a copy thereof by certified mail, return receipt requested, to the
other party at the address set forth on the ACH Services Approval Form attached hereto, and (B) waive any defense of insufficiency of service of such
process.

»Attorney's Fees. The prevailing party in any legal action regarding the enforcement, interpretation, or violation of this Agreement shall be entitled to
recover it's expenses, court costs, and attorney's fees from the other.

»Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision
never comprised a part hereof; and the remaining provisions herein shall remain in full force and effect. Furthermore, in lieu of such illegal, invalid, or
unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.

PRIOR ITY ACH SERVICES MERCHANT AGREEMENT I VERSION 2.12.15 I CONFIDENTIAL & PROPRIETARY 12
PAYMENT SYSTEMS®

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 11 of 13


»Waiver. Waiver of the benefit of any provision of this Agreement must be in writing to be effective .The waiver by any party hereto of a breach of any
provision hereof shall not operate or be construed as a waiver of any subsequent [Link] action taken pursuant to this Agreement shall be deemed to
constitute a waiver by such party of compliance by the other party hereto with any of the covenants or other obligations contained herein. A failure by a
party to insist upon strict compliance with any term of this Agreement, enforce any right, or seek any remedy upon any default of any other party shall not
affect, or constitute a waiver of, such party's right to insist upon such strict compliance, enforce that right, or seek that remedy with respect to that default
or any prior, contemporaneous, or subsequent default.

» Notice. Any notice or other communication required or permitted by this Agreement shall be in writing and may be given by personal delivery, overnight
delivery service, or certified mail (return receipt requested) (postage prepaid). Notice shall be deemed given upon personal delivery thereof, on the day
after such notice is deposited with an overnight delivery service or upon receipt of delivery of such notice by certified mail. Notices shall be sentto the
addresses set forth on the ACH Services Approval Form. Failure or refusal of a party to accept receipt of a notice or other communication hereunder shall in
no manner invalidate the notice.

»Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument. This Agreement may be executed by facsimile signatures, which shall have the same force and effect as
original signatures .

[REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

ACH SERVICES MERCHANT AGREEMENT I VERSION 2.12.15 I CONFIDENTIAL & PROPRIETARY 13

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 12 of 13


AUTOMATED CLEARING HOUSE (ACH) AGREEMENT.

GENERAL. By signing this Agreement, Merchant hereby retains and appoints Company and any Third-Party Sender it may utilize
from time to time (“Third-Party Sender”) as Merchant’s exclusive data processing and collection agent for processing Entries
originated by Merchant for Credit and Debit to accounts of Customers, in accordance with the terms and conditions contained in the
Agreement (“Terms and Conditions”). The Terms and Conditions are incorporated by reference in this Agreement and, in addition to
any other exhibits, addenda, schedules, terms or amendments, shall comprise and be referred to as “the Agreement.”

AUTHORIZATION FOR AUTOMATIC FUNDS TRANSFER (ACH). By signing this Agreement, Merchant grants consent and
authorization to Company or its Third-Party Sender where applicable to initiate or transmit automatic Debit, Credit and Adjustment
Entries to the Merchant’s Settlement Account and Reserve Account. Each person signing below understands and agrees that
Company, or its Third-Party Sender, will debit the account specified by Merchant for all setup fees, including any non-refundable
application fee, as an ACH item and, upon receipt of the completed Application and Agreement, all subsequent monthly service and
transaction fees, Returned Entries, charge backs, required withholdings, fines, fees, damages, or any other cost of processing
transactions for Merchant via an ACH transaction in accordance with the Terms and Conditions included in this Agreement.

THIRD-PARTY BENEFICIARY. Merchant expressly acknowledges and agrees that Company’s Third-Party Sender
Checkgateway, LLC is an express and intended third-party beneficiary of the Agreement and has all the rights under the Agreement as
if it were a party thereto, including, without limitation, the right to enforce any terms of the Agreement or assert claims against
Merchant for breach of the Agreement.

AGREEMENT SIGNATURE. Each person signing below agrees that they have read and agree to the Terms and Conditions which
have been provided to them and certifies that all information provided in the Application or otherwise to Company or its Third-Party
Sender to provide services under this Agreement is true, correct and complete. Each person agrees to notify Company or its Third-
Party Sender where applicable of any and all changes which occur from time to time in the information and statements contained in
the Application and Agreement or otherwise provided to Company, Third-Party Sender, the ODFI, or anyone else relating in any way
to this Agreement.

PERSONAL GUARANTEE To endure and in consideration of Third-Party Sender’s acceptance of the Merchant Application and
this Agreement, the undersigned agrees to be bound by all terms and provisions of this Agreement (which includes this Addendum
and the Terms and Conditions) to the same extent and in the same manner as Merchant, and unconditionally and irrevocably
personally guarantees performance of all of Merchant's obligations under the Terms and Conditions provided
[Link] (URL) (as amended, renewed or extended) and payment of all sums due to Third- Party
Sender by Merchant thereafter and, in the event of a default, hereby waives notice of default and agrees to indemnify Third- party
Sender for any and all funds due from Merchant pursuant to terms of this Agreement. Guarantor(s) further agrees that Third- Party
Sender may proceed directly against Guarantor(s) without first exhausting Third-Party Sender’s remedies against the Merchant, any
other person or entity responsible to Third-Party Sender or any security held by Third-Party Sender.

PLEASE CAREFULLY REVIEW THE ACH TERMS AND CONDITIONS PROVIDED TO YOU AND AVAILABLE AT
[Link] [URL], WHICH ARE HEREBY INCORPORATED INTO THIS AGREEMENT BY
REFERENCE. THE TERMS AND CONDITIONS YOU ARE AGREEING TO ARE VERSION 2 (v.2). BY SIGNING BELOW YOU (I)
REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO BIND THE PARTY ON WHOSE BEHALF
YOU SIGN; (II) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THOSE TERMS AND CONDITIONS
AND (III) AGREE TO ACCEPT ELECTRONIC NOTIFICATION OF ANY CHANGES TO THOSE TERMS AND CONDITIONS.
CONTINUED ORIGINATION OR ACCEPTANCE OF DEBIT OR CREDIT ENTRIES FROM OR BY COMPANY OR ITS THIRD-
PARTY SENDER AFTER RECEIVING NOTIFICATION OF CHANGES TO THE TERMS AND CONDITIONS WILL CONSTITUTE
MERCHANT’S ACCEPTANCE OF THE CHANGES AND ITS AGREEMENT TO THE CHANGED TERMS AND CONDITIONS.

Merchant Brittany Wilson

Name Brittany wilson

Signature {signature:s1________}

IP: [Link]

Date: 02/15/2024

Document Ref: WDO7X-7FMZA-7YAJE-WMFBM Page 13 of 13


Signature Certificate
Reference number: WDO7X-7FMZA-7YAJE-WMFBM

Signer Timestamp Signature

Lnn Wil
Email: lnnwil401@[Link]

Sent: 15 Feb 2024 08:20:38 UTC


Viewed: 15 Feb 2024 08:20:59 UTC
Signed: 15 Feb 2024 08:22:18 UTC

Recipient Verification: IP address: [Link]


✔Email verified 15 Feb 2024 08:20:59 UTC Location: Bloomington, United States

Document completed by all parties on:


15 Feb 2024 08:22:18 UTC

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