TERMS OF PLATFORM

1. Your Acceptance

Welcome to goscanpay.com (the “Website”), the website and online service of StorePay, Inc. and its affiliates (“ScanPay”, “we”, or “us”). This page explains the terms by which you may use our online service, website, web-based or mobile-based applications and software provided or in connection with the service (collectively the “Platform”). By accessing or using the Platform, you agree to be bound by this Terms of Platform (these “Terms”) and to the collection and use of your information as set forth in the Privacy Policy available at goscanpay.com/privacy-policy, whether or not you are a registered user of our Platform. These Terms apply to all visitors, users, members, contributors and others who access the Platform (“you” or “Merchants”).

In some instances, a separate document that provides additional conditions may apply to a service or product offered via the Platform (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

If you do not agree to these Terms or the Privacy Policy, please stop using the Platform immediately.

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THESE TERMS CONTAIN ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 16 OR IF YOU OPT OUT. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 16 BELOW, WHICH ALSO DESCRIBES YOUR RIGHT TO OPT OUT.

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2. Definitions

As used in these Terms, the following definitions apply:

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Banking Partner means any federally chartered bank, state-chartered bank, or licensed financial institution engaged by ScanPay to hold, process, or facilitate the movement of funds on behalf of Merchants, including for the purpose of receiving Customer Payments, holding funds, or initiating Payouts. The identity of ScanPay’s Banking Partner(s) in Licensed States is disclosed on the License Page at goscanpay.com/licenses.

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Customer means any person who contracts with you for the purchase of goods and/or services and makes a payment or remittance thereunder.

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Customer Payment means the amount paid by the Customer to you, using the Platform, for purchase of goods and/or services as offered by the Merchant.

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FBO Account means a For-Benefit-Of account or pooled custodial account held by ScanPay or its Banking Partner, in which Customer Payments are received and held for the benefit of Merchants pending disbursement. For MTL-licensed states, the FBO Account is maintained at ScanPay’s Banking Partner as a pooled custodial account structure, under which individual Merchant balances are tracked by ScanPay on a virtual ledger basis and do not constitute separate bank accounts in the Merchant’s name. In non-MTL states, an equivalent custodial or pass-through structure may be used through a licensed Service Provider.

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Licensed States means the states in which StorePay, Inc. holds an active Money Transmitter License, as listed at goscanpay.com/licenses (the “License Page”), which may be updated from time to time without amendment to these Terms.

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Merchant Account means the external U.S. bank account or financial account designated by the Merchant to receive Payout disbursements from ScanPay, as registered through the Platform at onboarding or as subsequently updated in accordance with these Terms.

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Payout means a transfer of funds initiated by ScanPay to a Merchant Account or other destination account designated by the Merchant, using any available payment rail including ACH, Real-Time Payment (RTP), wire transfer, or push to debit card, as determined by ScanPay or selected by the Merchant.

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Service Provider means any third-party company, financial institution, payment processor, bank verification service, lending partner, or technology vendor engaged by ScanPay from time to time to facilitate any aspect of the Platform’s services, including but not limited to payment collection, payout disbursement, bank account verification, identity verification, fraud screening, or installment financing. Service Providers may change from time to time.

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Settlement Infrastructure means the systems and accounts used by ScanPay to receive Customer Payments and disburse Payouts, which may include an FBO Account in Licensed States or a Service Provider’s settlement infrastructure in other states, as applicable.

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Transaction means an electronic financial transaction completed with the Platform.

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3. Use of Platform

Platform in a Snapshot.

The ScanPay Platform enables Merchants to request and receive Customer Payment for a Customer’s purchase of goods and/or services from Merchant by generating a unique QR code. Merchant may select the preferred payment methods, including credit or debit card, bank transfer or other methods made available on the Platform.

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Eligibility.

You may use the Platform only if (i) you are a legal person; (ii) you can form a binding contract with ScanPay; (iii) your employees, representatives and agents using the Platform are duly authorized to access the Platform and to legally bind you to these Terms and all actions; (iv) all registration information you submit is accurate and complete; (v) you will promptly update any information provided to ScanPay to maintain the accuracy of such information; (vi) you are not barred or otherwise legally prohibited from accessing or using the Platform under applicable local, state or federal law; and (vii) your use of the Platform is permitted only for persons physically located in the United States. The Platform may not be available to any Merchants previously removed from the Platform by ScanPay.

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License to use the Platform.

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Platform as permitted by the features of the Platform. ScanPay reserves all rights not expressly granted herein in the Platform and the ScanPay Materials (as defined below). ScanPay may terminate this license at any time for any reason or no reason.

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4. ScanPay Accounts

Your ScanPay account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users. By connecting to ScanPay with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another user’s ScanPay account without such person’s express written permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your account. You may not allow any other party to access or use the Platform with your unique username, password, or other security code. ScanPay will not be liable for any losses caused by any unauthorized use of your account.

You may control your profile and how you interact with the Platform by changing the settings in your account. By providing ScanPay your email address you consent to our using the email address to send you Platform-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Platform and special offers. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

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5. Payments

5.1 Payment Authorization

By accepting these Terms, you expressly authorize ScanPay to act as your agent for the purpose of receiving, holding, processing, and disbursing funds on your behalf. This authorization permits ScanPay to:

(a)  receive Customer Payments on your behalf through the Settlement Infrastructure;

(b)  hold funds pending Payout, subject to applicable processing timelines and these Terms;

(c)  initiate Payouts to your Merchant Account or other destination account you designate; and

(d)  deduct Transaction Fees, Chargeback amounts, and any other amounts owed by you to ScanPay before or after initiating any Payout.

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This authorization applies regardless of the Settlement Infrastructure used in the state where you operate and remains in full force until specifically terminated in writing. You acknowledge that your receipt of any Customer Payment processed through the Platform satisfies the Customer’s payment obligation to you for the goods and/or services sold, regardless of when ScanPay disburses those funds to your Merchant Account.

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5.2 Settlement Infrastructure — MTL Licensed States

In Licensed States, Customer Payments are received into an FBO Account maintained at ScanPay’s Banking Partner. Your funds are tracked on a virtual ledger basis within this account structure. You acknowledge and agree that:

(a)  your balance within the FBO Account is a ledger allocation and does not constitute a separate bank account held in your name;

(b)  ScanPay holds the FBO Account as custodian for the benefit of Merchants, and you do not have a direct account relationship with the Banking Partner;

(c)  funds within the FBO Account are commingled with funds of other Merchants at the banking level but tracked separately by ScanPay on its ledger; and

(d)  funds held in the FBO Account are not guaranteed to be FDIC insured on a pass-through basis. Whether pass-through FDIC insurance applies depends on applicable law, the FBO Account structure, and the adequacy of records at the time of any bank insolvency event. ScanPay makes no representation or warranty regarding the availability or amount of FDIC insurance coverage for your funds.

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5.3 Settlement Infrastructure — Non-Licensed States

In states where ScanPay does not hold its own Money Transmitter License, the payment processing and payout disbursement services that constitute money transmission are provided by a licensed Service Provider acting as the regulated money transmitter for those services. In such states, the licensed Service Provider is the regulated entity responsible for the money transmission component of the Platform. ScanPay’s role in non-licensed states is limited to providing the merchant-facing technology platform and associated services that do not themselves constitute money transmission under applicable state law.

Your rights and obligations with respect to your Merchant Account, Transaction Fees, Payouts, Chargebacks, and all other Platform services are governed by these Terms regardless of the regulatory structure applicable in your state.

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5.4 Payouts

ScanPay will initiate Payouts to your Merchant Account in accordance with the payout schedule and method reflected in your account settings on the Platform. Payout timing may vary based on the payment rail used, your bank’s processing times, and applicable cut-off times.

ScanPay reserves the right to select the payout rail for any Payout where you have not specified a preferred method, based on factors including recipient bank participation in applicable payment networks, transaction amount, and operational considerations.

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5.5 Transaction Fees

The current Transaction Fees applicable to your account are always available under the Payment Methods section of your ScanPay account settings. Fees may vary by merchant based on risk profile, volume, payment method, and other factors determined by ScanPay. ScanPay reserves the right to update Transaction Fees at any time, and updated fees will be reflected in your Payment Methods settings. Your continued use of the Platform constitutes your acceptance of the fees as displayed in your account settings at the time of each transaction.

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5.6 Right to Withhold, Hold, and Offset

Notwithstanding any other provision of these Terms, ScanPay reserves the right to:

(a)  withhold or delay any Payout to the extent of any amounts owed by you to ScanPay, including Transaction Fees, Chargeback amounts, fines, penalties, or any other amounts due under these Terms;

(b)  place a hold on any or all funds in your Settlement Infrastructure balance if ScanPay has reason to believe, in its sole discretion, that: (i) a Chargeback, reversal, or dispute is likely or pending; (ii) your account shows indicators of fraud, money laundering, or other suspicious activity; (iii) ScanPay is required to do so by applicable law, regulation, court order, or governmental authority; or (iv) you are in default under these Terms;

(c)  apply any funds held in your Settlement Infrastructure balance to satisfy any amounts you owe ScanPay, without advance notice, to the extent permitted by applicable law; and

(d)  suspend Payouts entirely in the event your account is suspended or terminated.

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ScanPay will notify you of any hold on your funds as soon as reasonably practicable, except where prohibited by law or where prior notice would compromise a fraud or compliance investigation. Held funds will be released promptly upon resolution of the circumstances giving rise to the hold.

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5.7 Refunds

By accepting Customer Payment through the Platform, you agree to process returns and provide refunds through your ScanPay account in accordance with these Terms and your stated refund or cancellation policy. You must disclose your refund or cancellation policy to Customers at the time of purchase.

Refund amounts must include any associated taxes required to be refunded and may not exceed the original transaction amount. By processing a refund through the Platform, you authorize ScanPay to deduct the refund amount from your Settlement Infrastructure balance or from future Payouts. If your balance is insufficient to cover a refund, you authorize ScanPay to recover the shortfall through any other means available under these Terms, including initiating a debit to your Merchant Account or invoicing you directly.

If your refund policy prohibits returns or is unsatisfactory to a Customer, you may still be subject to a Chargeback.

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5.8 Chargebacks

A Chargeback occurs when a Customer or the Customer’s financial institution disputes, reverses, or refuses a transaction. You agree to comply with the Chargeback process and accept liability for Chargebacks in accordance with these Terms. These provisions apply regardless of the Settlement Infrastructure used to process the original transaction.

For any Chargeback, you authorize ScanPay to recover the Chargeback amount plus any associated fees, fines, or penalties from: (a) your Settlement Infrastructure balance; (b) future Payouts; or (c) any other means available under these Terms or applicable law, including debit to your Merchant Account. If ScanPay is unable to recover Chargeback amounts from available balances, you agree to pay the full amount immediately upon written demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by ScanPay for the collection of all amounts unpaid by you.

If you have pending Chargebacks, ScanPay may delay Payouts or withhold funds equal to the estimated Chargeback exposure until the matter is resolved. ScanPay may exercise this right without advance notice.

Notwithstanding the foregoing, ScanPay is not a party to and shall not be held liable for any disputes, Chargebacks, or reversals between you and a Customer.

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5A. Bank Account Linking

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5A.1 Requirement

To receive Payouts, you must link a valid U.S. checking account as your Merchant Account. ScanPay offers two methods for linking a bank account:

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5A.2 Manual Linking

You may link your bank account by manually entering your routing number and account number, together with supporting documentation (such as a voided check or recent bank statement) as requested by ScanPay. By submitting your bank account information, you represent and warrant that: (a) you are the authorized account holder or an authorized representative of the entity holding the account; (b) the information provided is accurate and current; and (c) you authorize ScanPay to initiate credit and, where necessary to recover amounts owed, debit entries to the account.

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5A.3 Automatic Linking

You may link your bank account through an automated bank verification service provided by a third-party Service Provider. Automatic linking involves authenticating directly with your bank through the Service Provider’s interface. By using automatic linking, you authorize the Service Provider to authenticate with your bank on your behalf and provide ScanPay with a secure token representing your verified bank account. ScanPay does not receive your bank account number, routing number, or login credentials through this process. The token is used solely to facilitate Payouts to your verified account. The Service Provider’s own terms of service and privacy policy govern their handling of your credentials and data during this process.

ScanPay may change the Service Provider(s) used for automatic bank linking at any time. If the linking interface changes, ScanPay will notify you through the Platform.

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5A.4 Changing Your Linked Account

You may update your linked Merchant Account at any time through your account settings. A change of linked account does not affect ScanPay’s right to debit the previously linked account for any amounts owed that arose prior to the account change. ScanPay will use the most recently confirmed active Merchant Account for Payouts following a successful account update.

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5A.5 ACH Authorization and Post-Termination Rights

By linking a bank account and using the Platform, you authorize ScanPay to initiate:

(a)  ACH credit entries to your Merchant Account for Payout disbursements; and

(b)  ACH debit entries to your Merchant Account to recover any amounts you owe ScanPay, including Transaction Fees, Chargeback amounts, refund shortfalls, and any other amounts owed under these Terms.

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This ACH authorization remains in effect throughout the term of your use of the Platform and, following the closure or termination of your ScanPay account, until all obligations arising from transactions processed prior to termination are satisfied, and in no event for less than one hundred eighty (180) days following the date of termination.

You may revoke ACH debit authorization for future transactions by providing written notice to ScanPay at least three (3) business days before a scheduled debit; however, revocation does not extinguish any existing obligation you owe to ScanPay, and ScanPay reserves all other remedies available under these Terms to recover such amounts after revocation.

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6. Representations, Warranties and Covenants

Representations and Warranties

You hereby represent, warrant and covenant with ScanPay that:

• all information submitted by you to ScanPay is and shall during the tenure of the engagement be maintained as true, correct and accurate in all respects;
• you are not barred or otherwise prohibited from accessing or using the Platform in any manner;
• you are and shall, during the tenure of this engagement, remain at all times the legal and beneficial owner of the Merchant Account and keep all details thereof up to date;
• all goods and/or services provided by you to a Customer shall be lawfully sold/provided and that you shall not sell or provide products that are or may be perceived as illegal, offensive or prohibited;
• you shall not impersonate any person or entity, falsely claim or otherwise misrepresent an affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signatures or perform any other fraudulent activity; and
• you shall promptly provide all information and assistance as may be required by ScanPay from time to time in dealing with requests or queries of any governmental or judicial authority.

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Covenants

You covenant to ScanPay that:

• You will provide KYC and similar relevant details and documents to ScanPay, in electronic and physical form, as may be required by ScanPay. You hereby authorize ScanPay to use your KYC details for all such services that ScanPay may offer, by itself or through third parties, from time to time.
• You authorize ScanPay to read and access messages on the device utilizing the Platform for retrieval and use for the enhancement of ScanPay’s services.
• You understand that the QR Code generated by ScanPay for you is unique and specific to you and that you shall at all times maintain the secrecy of this QR Code. ScanPay shall not be liable in any manner for any negligence or misuse of the QR Code by you or your agents, employees, representatives or Customers.
• You agree and understand that at the time of registration with ScanPay, a username and password shall be generated which enables you to access your unique and personal dashboard on the ScanPay interface. You shall not share the username and password with other persons and acknowledge that such sharing shall cause irreparable harm to ScanPay and that you shall be liable to indemnify ScanPay for any loss or damage suffered as a result of any unauthorized use.
• You shall deliver goods/services promptly to Customers upon receiving confirmation of payment.
• ScanPay shall be entitled to rely upon all electronic communications, orders or messages sent to ScanPay in processing Transactions. ScanPay shall not be obligated to verify or make further inquiry into the identity of the sender or integrity of any communications. ScanPay shall not be responsible for any losses sustained through the use of stolen or hacked devices or fraudulent electronic transactions.
• You authorize ScanPay to obtain your credit report from credit bureaus for the purpose of assessing your creditworthiness in relation to the use of our Platform or other products or services. You agree that ScanPay may report the status of your account to credit bureaus as permitted by law.
• To the extent deemed necessary in ScanPay’s sole discretion, ScanPay may require you to sign a personal guarantee in the form attached hereto as Exhibit A before permitting your use of our Platform or other products or services.
• You will promptly notify ScanPay of any change to your Merchant Account information, business structure, beneficial ownership, or any information previously submitted during onboarding. Failure to maintain accurate account information may result in failed Payouts, account suspension, or termination.
• The individual accepting these Terms represents that they have full authority to bind the entity on whose behalf they are acting and that all information submitted during onboarding is accurate and complete.

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Prohibited Activities

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots”, “spiders”, “offline readers”, to access the Platform in a manner that sends more request messages to the ScanPay servers than a human can reasonably produce in the same period of time using a conventional online web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform; (v) taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Platform; (vii) collecting or harvesting any personally identifiable information, including account names, from the Platform; (viii) using the Platform for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or attempting to hide your identity; (x) interfering with the proper working of the Platform; (xi) accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform; (xii) bypassing any measures we may use to prevent or restrict access to the Platform; (xiii) using any ScanPay Materials, including any ScanPay trademarks, in any manner that might tarnish, disparage, or reflect adversely on such ScanPay Materials; (xiv) using the Platform or any ScanPay Materials to support, incite or promote discrimination, hostility or violence; (xv) using any ScanPay trademark or any variant thereof as a domain name, metatag, keyword, or any other type of programming code or data without our prior written consent; (xvi) adopting or using without our prior written consent any word or mark which is similar to or likely to be confused with ScanPay trademarks; (xvii) copying, imitating, or using in whole or in part the look and feel of the Platform without the prior written consent of ScanPay; or (xviii) framing or hotlinking to the Platform or any content other than your own without the prior written consent of ScanPay.

You are solely responsible for your interactions with other ScanPay users. We reserve the right, but have no obligation, to monitor disputes between you and other users. ScanPay shall have no liability for your interactions with other users, or for any user’s action or inaction.

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7. Default

If you fail to make any payment hereunder within 10 days of the due date, engage in any prohibited actions as specified hereunder, or fail to fulfil any other term or covenant in this Agreement, you will be in default under these Terms. In addition, if you fail to properly respond to and/or resolve any Chargeback initiated for any transaction processed through the Platform as per our Chargeback resolution process, or fail to pay any applicable Chargeback fee and Chargeback transaction amount, you will be in default under these Terms.

In addition to any other remedies we may have, if you owe fees under this Agreement upon default, including Chargeback fees, penalties, and the Chargeback transaction amount, we shall be entitled to all legal remedies to collect such fees, including interest on the amount owed at the rate of 1.5% per month, or the highest amount permitted by applicable law, whichever is less. If legal action is initiated to enforce our rights under this Agreement, you also agree to pay all court costs and other expenses we incur, including reasonable attorneys’ fees of 15% of the outstanding balance owed.

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8. Security Interest

You grant us a security interest in all funds processed for you, including those in your Merchant Account, and any substitute accounts, as well as in all tangible and intangible assets of your business, to secure any amounts owed under these Terms, including fees, charges, and liabilities related to disputes or Chargebacks. In the event of default, we reserve the right to file a UCC-1 financing statement or other necessary documentation with the Secretary of State to perfect this security interest and lien. You agree to provide any documentation required to facilitate this process and appoint us as your attorney-in-fact to execute such filings. This appointment is irrevocable until all amounts owed to ScanPay are paid in full.

We may exercise this security interest, including by withdrawing from accounts or taking possession of secured assets, without advance notice. This security interest shall survive termination of these Terms until all obligations are satisfied.

For the avoidance of doubt, the security interest granted to ScanPay in this Section extends to all funds held in the Settlement Infrastructure for your benefit, including ledger balances attributable to your account in any FBO Account, and to any Payouts that have been initiated but not yet settled to your Merchant Account. ScanPay’s right to apply funds in the Settlement Infrastructure balance to satisfy amounts owed under these Terms is in addition to, and not in limitation of, the security interest and UCC-1 filing rights described in this Section.

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9. Intellectual Property Rights

The Platform is owned and operated by ScanPay. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Platform provided by ScanPay (the “ScanPay Materials”) are protected by United States or foreign copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Feedback that is provided and owned by the applicable user(s), all Materials contained on the Platform are the property of ScanPay or its subsidiaries or affiliated companies or third-party licensors. All trademarks, service marks, and trade names are proprietary to ScanPay or its affiliates or third-party licensors. Except as expressly authorized by ScanPay, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. ScanPay reserves all rights not expressly granted in these Terms.

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10. Feedback

ScanPay shall be entitled to unrestricted use of any and all comments, suggestions, ideas, concepts with respect to the Platform disclosed or offered or submitted by you to us (collectively, “Feedback”). We may use the said Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the Feedback.

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11. Disclaimer of Warranties

THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL MATERIALS, ARE MADE AVAILABLE ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. SCANPAY AND ITS EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SHAREHOLDERS, PARENT COMPANY, AGENTS, VENDORS AND CONTRACTORS (COLLECTIVELY, THE “SCANPAY PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO (A) THE PLATFORM; (B) THE MATERIALS ON OR PROVIDED THROUGH THE PLATFORM; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE PLATFORM; (D) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE PLATFORM; OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM SCANPAY OR VIA THE PLATFORM. IN ADDITION, THE SCANPAY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM VIRUS.

THE SCANPAY PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE PLATFORM IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE SCANPAY PARTIES DO NOT WARRANT THAT YOUR USE OF THE PLATFORM OR ITEMS ARE LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE SCANPAY PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.

BY ACCESSING OR USING THE PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THOSE SERVICES.

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12. Limitations on Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ANY OF THE SCANPAY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE ACCESS OF, USE OF, OR INABILITY TO USE OUR SERVICES AND/OR CONTENT, INCLUDING WITHOUT LIMITATION USE OF OR RELIANCE ON INFORMATION, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NON-DELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.

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13. Indemnity

You agree to defend, indemnify and hold harmless the ScanPay Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (a) your use of and access to the Platform; (b) your violation of any term of these Terms, including any breach of your representations, warranties and/or covenants; (c) any use that constitutes a prohibited activity described in Section 6; or (d) your violation of any third-party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms and your use of the Platform.

You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

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14. Third-Party Services

The Platform may contain links to third-party platforms or websites (each, a “Third-Party Platform”), and you may be able to share information through the Platform. You acknowledge and agree that we have no control over, and are not responsible for, these Third-Party Platforms or their use of your personal information. We do not endorse, recommend or vouch for the security of such Third-Party Platforms. We recommend that you review their terms of service and privacy policies before accessing and using them.

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15. Governing Law

You agree that (i) the Platform shall be deemed solely based in California; and (ii) the Platform shall be deemed a passive one that does not give rise to personal jurisdiction over ScanPay, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Mateo County, California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

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16. Arbitration

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

Except as provided in Section 16.9 below and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof, the Privacy Policy, our relationship, or your use or attempted use of the Platform or any product or service, shall be submitted to and finally resolved by individual, confidential arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. You, ScanPay, or any involved third party may pursue a claim. ScanPay agrees to final and binding confidential arbitration should it have any claims against you. Likewise, you agree to final and binding confidential arbitration should you have any claims against ScanPay. By agreeing to arbitrate, you waive the right to go to court and agree instead to submit any claims to final and binding confidential arbitration. This arbitration provision is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1–16, as amended.

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16.1 Required Pre-Dispute Procedures.

We acknowledge and agree that before initiating any claim against the other, we agree to first contact the other with a written description of the dispute, which shall include all relevant documents and information, and the proposed resolution. You may send the written description of any dispute you have with us by e-mail to legal@goscanpay.com. ScanPay will contact you by letter at the billing address you provided to us or at the email address you provided to us. You agree to negotiate with ScanPay or its designated representative in good faith about your problem or dispute. If for some reason the dispute is not resolved within 60 days after receipt of the written dispute, we agree to the dispute resolution provisions below. Notwithstanding the foregoing or any other term of this arbitration agreement, we will have the right to seek injunctive or other equitable relief in state or federal court located in San Mateo County, California to enforce these Terms or prevent an infringement of a third party’s rights or our intellectual property rights, as stated in Section 16.9 below.

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16.2 Commencing Arbitration.

You and ScanPay agree to commence any arbitration proceeding within 1 year after the claim arises (the 1-year period includes the required pre-dispute procedures set forth above) and that any arbitration proceeding commenced after 1 year shall be forever barred.

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16.3 Arbitration Location.

If the amount in controversy is $1,000 or less, then the arbitration may be conducted by telephone or by written submissions. Otherwise, the arbitration shall be conducted virtually through a secure and interactive video conferencing platform, unless both parties agree otherwise. The virtual arbitration shall be deemed to take place in San Francisco County, California, regardless of the physical location of the parties.

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16.4 Organization, Rules, and the Arbitrator.

We each agree that any and all claims other than those exempted under Section 16.9 below shall be submitted to final and binding confidential arbitration before a single arbitrator of the American Arbitration Association (“AAA”). Either party may commence the arbitration process by submitting a written demand for arbitration with the AAA, and providing a copy to the other party, within the time period set forth in Section 16.2 above. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Mediation Procedures in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, and this arbitration provision, and to determine whether this arbitration agreement can be enforced against a non-signatory.

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16.5 Fees.

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s Rules. We will reimburse the fees charged by the arbitrator for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including but not limited to those for any attorneys, experts, documents, and witnesses.

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16.6 Governing Law and Award.

The arbitrator shall follow the substantive law of the State of California without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the FAA. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

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16.7 Enforceability.

This provision survives termination of your account or relationship with ScanPay, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions shall remain in full force and effect.

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16.8 Miscellaneous.

Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims, except all claims must be brought within the 1-year limitation period set forth above. This provision is the entire arbitration agreement between you and ScanPay and shall not be modified except in writing by ScanPay.

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16.9 Exceptions.

Notwithstanding the foregoing, you and ScanPay both retain the right to pursue, in small claims court, any claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis. ScanPay will not demand arbitration in connection with any individual claim that you properly file and pursue in a small claims court, so long as the claim is and remains pending in that court. The following claims shall not be subject to final and binding arbitration and must be adjudicated only in the state or federal courts located in the State of California: (i) any dispute, controversy, or claim relating to the infringement or validity of our proprietary rights, including without limitation trademarks, service marks, trade dress, copyrights, trade secrets, or patents; or (ii) an action by ScanPay for temporary, preliminary, or permanent injunctive relief against you for breach or threatened breach of this Agreement. You expressly agree to refrain from bringing or joining any claims that are excluded from arbitration pursuant to this subsection in any representative or class-wide capacity. For all other matters excluded from final and binding arbitration by this subsection, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco County, California.

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16.10 Amendments.

ScanPay reserves the right to amend this arbitration provision at any time. Your continued use of the Platform, purchase of any product or services on or through the Platform, or use or attempted use of a ScanPay product or service, is affirmation of your consent to such changes. Should the changes to this arbitration provision be material, ScanPay will provide you notice and an opportunity to opt-out.

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YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE OR ATTEMPT TO USE THE PLATFORM BY WRITING TO US AT support@goscanpay.com. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING THE PLATFORM OR SERVICE AND THE DATE YOU FIRST USED OR ATTEMPTED TO USE IT. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.

Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs up to $1,000.00.

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17. Personal Guarantee

In consideration of ScanPay providing services, including granting Merchant access to the Platform as set forth in these Terms, the individual accepting these Terms (whether as owner, representative, officer, employee, or agent) on behalf of the Merchant (in such capacity, the “Guarantor”), agrees to personally and unconditionally guarantee full and prompt payment and performance of all existing and future financial obligations of the Merchant under these Terms (“Applicable Liabilities”), including liabilities arising from any advances made by ScanPay to the Merchant that the Merchant’s customers fail to fulfil. The Guarantor acknowledges understanding the risks associated with this guarantee, including ScanPay’s right to seek repayment from the Guarantor without first requiring action against the Merchant or the Customer. Further, the Guarantor agrees to pay all Applicable Liabilities within ten (10) days upon ScanPay’s written demand. This guarantee remains effective until all obligations under these Terms are satisfied or until the Merchant ceases to use ScanPay’s services. The Guarantor shall be solely responsible for all collection-related costs ScanPay incurs to enforce ScanPay’s collection of the Applicable Liabilities.

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18. Severability

In the event that a provision of these Terms is found to be unlawful, conflicting with another provision of the Terms, or otherwise unenforceable, the Terms will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of these Terms are deemed to conflict with each other’s operation, ScanPay shall have the sole right to elect which provision remains in force.

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19. Non-Waiver

We reserve all rights permitted to us under these Terms as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of these Terms or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

20. Our Termination and Cancellation Rights

We may terminate or suspend the Platform or your account at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate these Terms or your ScanPay account, you are solely responsible for properly canceling your account. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability.

We may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms. If your account is terminated for any reason, you must obtain written authorization from ScanPay prior to establishing another account. If you attempt to establish another account without obtaining such authorization, ScanPay may permanently ban you from the Platform. You may not have more than one active account at any time without the written consent of ScanPay in each instance.

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21. Assignment

You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent. We may assign our rights and/or obligations under these Terms to any other party at our discretion.

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22. Modifications

We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms on a going-forward basis at any time by posting the amended Terms on our website. Please check these Terms periodically for changes. We may provide additional notice, such as an email message or a message within the Platform, of any material changes, but such changes will be effective as provided herein whether or not such message is sent or received. Unless we state otherwise, changes are effective seven (7) days following the date posted on our website. If you continue to use the Platform after the effective date, you agree to the changes. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms as in effect at the time the dispute arises.

We may also change or discontinue the Platform in whole or in part at any time, in our sole discretion. Such changes may include, but are not limited to, stopping the provision of the Platform or features of the Platform to you or to ScanPay users generally, or creating usage limits for the Platform. Your continued use of the Platform indicates your agreement to the changes.

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23. Amendments

We may amend these Terms from time to time. If we do so we may notify you by email to the email address you have provided us with; however, we are not obliged to do so, and such modification shall be effective upon our publishing of the revised Terms on the Website. You agree to be bound by any changes to these Terms when you use our Website and Platform after any such modification is posted. It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.

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24. Contact

Please contact us at support@goscanpay.com with any questions regarding these Terms. For legal notices, please contact legal@goscanpay.com.

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25. Third Party Service Providers

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25.1 Use of Service Providers

ScanPay may engage Service Providers to perform any aspect of the services offered through the Platform, including but not limited to payment processing, payout disbursement, bank account verification, identity verification, fraud screening, lending, and installment financing. The identity and nature of Service Providers may change from time to time as ScanPay’s business evolves. ScanPay is not required to notify you of changes to its Service Provider relationships unless such changes materially affect your rights or obligations under these Terms.

ScanPay is not liable for the acts or omissions of any Service Provider. Where a Service Provider’s failure directly causes a delay or error in processing a transaction or Payout, ScanPay will use commercially reasonable efforts to resolve the issue promptly.

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25.2 Service Provider Terms

Certain Service Providers may require that you separately agree to their own terms of service as a condition of their services being available to you through the Platform. Where such a requirement exists, ScanPay will present those terms to you at the appropriate point in your onboarding or transaction flow, and your acceptance will be required before those services are activated. Where no separate acceptance is required, your use of the Platform constitutes your acknowledgment that Service Providers may process your data and transactions in accordance with their own applicable terms.

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25.3 Banking Partner

ScanPay maintains an FBO Account with one or more Banking Partners for the receipt and custody of Customer Payments and initiation of Payouts in Licensed States. ScanPay’s Banking Partner(s) are engaged by ScanPay and are not parties to these Terms. You do not have a direct account relationship with any Banking Partner by virtue of your use of the Platform. All rights and obligations with respect to your funds are as between you and ScanPay under these Terms. The identity of ScanPay’s Banking Partner(s) is disclosed on the License Page at goscanpay.com/licenses.

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25.4 No Endorsement

ScanPay’s use of any Service Provider does not constitute an endorsement of that Service Provider’s products, services, or business practices. ScanPay does not control and is not responsible for the data practices, security, or reliability of any Service Provider’s own systems.

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26. Licensing and Geographic Restrictions

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26.1 Licensed States

StorePay, Inc. d/b/a ScanPay holds Money Transmitter Licenses in certain U.S. states. A current list of Licensed States, including applicable license numbers, is maintained at goscanpay.com/licenses and is incorporated into these Terms by reference. This list may be updated from time to time without amendment to these Terms.

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26.2 Services in Non-Licensed States

In states where ScanPay does not hold its own Money Transmitter License, payment processing and payout disbursement services may be provided through licensed Service Providers operating as the regulated money transmitter under their own regulatory authorizations. Your rights and obligations under these Terms are the same regardless of the regulatory structure applicable in your state.

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26.3 Changes in License Status

ScanPay reserves the right to restrict, suspend, or modify the availability of any service in any state at any time, including as a result of changes in ScanPay’s license status. ScanPay will provide notice to affected Merchants where required by applicable law.

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26.4 Merchant Responsibility

You are responsible for ensuring that your use of the Platform complies with all laws applicable to your business in your jurisdiction. ScanPay’s provision of services in your state does not constitute legal advice regarding the lawfulness of your specific business activities.

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27. Electronic Communications Consent

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27.1 Consent to Electronic Communications

By submitting your onboarding application and accepting these Terms, you consent to receive all notices, disclosures, agreements, statements, fee change notifications, and other communications from ScanPay electronically (“Electronic Communications”). Electronic Communications may be delivered by: (a) email to the address registered with your account; (b) in-app notifications within the Platform; (c) posting on the ScanPay website; or (d) such other electronic means as ScanPay may use from time to time.

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27.2 Electronic Signatures

Your electronic acceptance of these Terms and any other agreements presented through the Platform constitutes your electronic signature and has the same legal effect as a handwritten signature, pursuant to the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state electronic signature laws.

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27.3 Hardware and Software Requirements

To access and retain Electronic Communications, you must have: (a) an internet-connected device; (b) a current supported web browser or the ScanPay mobile application; (c) a valid, accessible email account; and (d) the ability to store or print documents if you wish to retain them. It is your responsibility to keep your contact information, including your email address, current in your ScanPay account settings.

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27.4 Paper Copies

You may request a paper copy of any Electronic Communication by contacting ScanPay at support@goscanpay.com. ScanPay may charge a reasonable administrative fee for paper copies. Requesting a paper copy does not withdraw your consent to receive Electronic Communications.

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27.5 Withdrawing Consent

You may withdraw your consent to receive Electronic Communications by contacting ScanPay at support@goscanpay.com. Withdrawal of consent does not affect the validity of Electronic Communications previously provided or accepted. ScanPay may suspend or terminate your Platform access if withdrawal of consent makes it impractical to provide services or comply with legal notification requirements.

ACKNOWLEDGMENT

By accessing or using the Platform, or by clicking “I Agree” or a similar button presented during onboarding or account registration, you acknowledge that you have read, understood, and agree to be bound by these Terms of Platform, the Privacy Policy available at goscanpay.com/privacy-policy, and the E-SIGN Disclosure available at goscanpay.com/esign-disclosure.

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28. Usage of Third Party Payment Processors

By using ScanPay, you acknowledge and agree that we may use third-party payment processors or other service providers (“Third-Party Payment Processors”) and that the terms and privacy policies of any such Third-Party Payment Processors are applicable to you. We currently use Stripe as our payment processor. By registering for or using ScanPay, you agree to be bound by the Stripe Services Agreement and Stripe Connected Account Agreement, and any other terms contained therein. ScanPay is not liable for the acts or omissions of any third-party, including any Third-Party Payment Processor.

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