Terms and conditions

I. Customer Services Terms and Conditions‍

These Customer Services Terms and Conditions constitute an agreement (“Agreement”) between Priority Build, LLC, d/b/a MX Build, a Delaware limited liability company, with offices at 8144 Walnut Hill Lane, Suite 350, Dallas, Texas 75231 (collectively, “PB”); and the entity accepting this Agreement, by signing a copy of this Agreement or clicking on “I agree” (or other similar verbiage) to accept the terms and conditions set forth herein (“Customer,” together with PB, the “Parties,” and each, a “Party”).

Recitals

1. PB owns a proprietary software platform, known as MX Build, through which it providesbusiness-to-business payment services, accounts payable automation, and other related services, as more specifically described in the addendum (the “Service Addendum”) attached hereto as Exhibit B.

2. Customer desires to use one or more of the services described in the Service Addendum (collectively, the “Services;” and each, a “Service”) in accordance with this Agreement.

3. Unless otherwise defined, capitalized terms used herein (including the Service Addendum) shall have the respective meaning set forth in Exhibit A.

Agreement

In consideration of the foregoing, the mutual promises set forth in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. Services to Be Provided by PB.

1.1. Services. Subject to the terms of this Agreement, Customer may deliver to PB an order form (the “Order Form”) for the Services; and PB shall, directly or through its Affiliates or contractors, provide the Services to Customer. In addition to the terms of this Agreement, the terms and conditions set forth in the MX Build End User License Agreement (the “MX Build EULA”) shall apply to Customer’s access and use of the MX Build platform. The MX Build EULA is accessible here and will be made available to the Customer when Customer registers for the Services. EP, in its sole discretion may amend, change or otherwise edit the form of the MX Build EULA from time to time. Customer’s continued use of MX Build constitutes Customer’s acceptance of the revised MX Build EULA.

1.2. Reliance on Information. The Parties acknowledge that the provision of Services is highly dependent on PB having accurate, complete, and timely information. In connection with its delivery of the Services, PB may rely on the information, feedback, and instructions provided by or on behalf of Customer and shall have no obligation to independently verify or validate the accuracy, completeness, or timeliness thereof.

1.3. Methods of Operation. Subject to the terms of this Agreement, (i) PB shall have the right to determine the methods, processes, technology, and resources used in providing the Services, and (ii) may modify or expand the Services at its reasonable discretion. The Parties acknowledge that aspects of the Services may be subject to limits or other restrictions imposed by regulatory agencies, Banking Partners, card issuers, or other third parties, and that the Parties’ respective compliance with those requirements shall not be considered a breach of this Agreement even if it conflicts with, or prevents the fulfillment of, a contractual obligation of such Party hereunder.

2. Fees and Compensation.

2.1. Fees and Payment. In consideration for the Services, PB’s representations, warranties and covenants contained herein, Customer will pay to PB the fees (the “Service Fees”) for each Services as set forth in the Order Form.The Service Fees may be in the form of a monthly subscription fee (the “Subscription Fee”) if Customersubscribes to the Services for recurring monthly terms, as set forth in the Order Form. Subscription Fees are due and payable in advance on or before the first day of each month. If Customer does not purchase any monthly subscription for the Services, PB will invoice Customer for the Service Fees monthly on or before the 5th day of the month, and each invoice is due and payable within thirty (30) days of the date of the invoice.PB may debit Customer’s designated deposit account for any payments, including the Subscription Fees and other Service Fees, due to PB. If Customer is required to set up a MX Build Account as provided in Section 4.4, Customer hereby acknowledges and agrees that Processor may, pursuant to its agreement with PB, debit Customer’s MX Build Account for any payments, including the Subscription Fees and other Service Fees, due to Processor or PB. If any Transaction or the payment of Service Fees involves a foreign currency, PB will charge Customer a currency conversion fee equal to one percent (1%) of the payment amount. Such currency conversion fee shall not be included in the calculation of the Revenue Share, if any. In the event any Service Fees remain unpaid as of the due date, PB has the option in its sole discretion to charge Customer a late fee equal to 1.5% of the outstanding balance, or offset the unpaid portion of the Service Fees against the RevenueShare otherwise due to Customer for the month, if any. In addition, in the event the Revenue Share for that month is insufficient to cover the unpaid portion of the Service Fees, PB shall have the option to (i) off set the unpaid portion of the Service Fees against the Revenue Share for the following month, or (ii) suspend the Services until Customer’s account is current. PB’s rights and options set forth in this Section are cumulative and in addition to other rights and remedies PB has under this Agreement. All Service Fees are subject to change by PB upon ninety (90) days’ prior written notice to Customer.

2.2. Revenue Share. If applicable, PB will credit to Customer a rebate or revenue share (the “Revenue Share”) as set forth in the Order From. Revenue Share, if any, may be redeemed by Customer at any time following the procedure prescribed by PB. Customer acknowledges and agrees that the crediting of Revenue Share may be subject to additional terms and conditions set forth in the Order Form. PB has the right to reduce the amount of Revenue Share to be credited to Customer by the amounts owed by Customer to PB pursuant to this Agreement. Customer shall be responsible for the payment of all sales, use, excise, value added, or other similar taxes relating to the Revenue Share redeemed by Customer. Any Revenue Share not redeemed by Customer as of the termination or expiration of this Agreement will be cancelled.

2.3. Errors. PB will provide Customer a monthly statement setting forth the Revenue Share that has been credited to Customer for the previous month. Notwithstanding anything to the contrary in this Agreement, Customer shall notify PB in writing of any errors in the calculation of Revenue Share within ninety (90) days of the receipt of the monthly statement of Revenue Share. The Parties agree that under no circumstance shall PB be responsible for any error in any Revenue Share that is not disputed as provided herein within such 90-day period. In addition, Customer must notify PB of any error in any invoice for Service Fees within ninety (90) days of the payment due date. Customer is deemed to have waived the right to dispute any invoice after such 90-day period.

2.4. Reseller. If Customer obtains the Services through an authorized reseller of Priority (each, a “Reseller”), notwithstanding anything contained in Section 2.1, the Services Fees shall be in the amounts agreed to between Customer and Reseller; and unless otherwise agreed to between Customer and Reseller, Customer will pay the applicable Service Fees to Reseller.

3. Term and Termination.

3.1 Cancellation of Subscription. If Customer has purchased a monthly subscription for the Services as set forth in the Order Form, Customer may cancel such subscription by notifying PB in writing at least seven (7) days prior to the due date for the next payment of the Subscription Fee, and such cancellation will be effective as of the first day of the following month. Subscription Fees are not refundable once they are paid. If Customer continues to use the Services after the cancellation of the subscription, Customer will be billed the Service Fees as provided in this Agreement at PB’s then current rates.

3.2. Term. Except for subscription plans, this Agreement commences on the effective date set forth in the Order Form for an initial term set forth in the Order Form (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term,” and together with the Initial Term and all Renewal Terms, the “Term”), unless either Party notifies the other Party in writing at least ninety (90) days prior to the end of the then-current Term of its intent not to renew, in which this Agreement shall expire at the end of the then-current Term. Notwithstanding the foregoing, if Customer obtains the Services through a Reseller, this Agreement will terminate automatically if Priority’s agreement with Reseller terminates, or if Customer’s agreement with Reseller terminates.

3.3. Termination; Suspension.

3.3.1. PB may terminate this Agreement or Customer’s subscription if Customer fails to make a payment hereunder when due and payable and such failure remains uncured within ten (10) Business Days after written notice thereof from PB, except where Customer has disputed the payment in good faith.

3.3.2. Either Party may terminate this Agreement upon delivering thirty (30) days written notice thereof to the other Party if the other Party breaches a material term (other than the payment obligations) of this Agreement or any Applicable Laws, and such breach remains uncured during the 30-day notice period

3.3.3. Either Party may terminate this Agreement immediately upon delivering written notice thereof to the other Party if the other Party (A) is involved in such events, activities, or government investigations that could, in the reasonable judgement of the non-defaulting Party, damage the reputation or goodwill of the non-defaulting Party; or (B) becomes subject to any case or proceeding under the U.S. Bankruptcy Code or any other Federal or State bankruptcy, insolvency, reorganization, or otherlaw affecting creditors’ rights generally, or any other similar proceedings seeking any stay, reorganization, arrangement, composition, or readjustment of obligations and indebtedness.

3.3.4. In addition to the termination rights set forth above, PB may suspend any Services immediately upon notice to Customer for such time as PB deems necessary if PB reasonably determines that such action is required to comply with Applicable Law, or if any fraudulent activity is suspected. Unless prohibited by Applicable Law, PB shall inform Customer with reasonable details of the causes for such suspension and shall resume the provision of Services once such causes cease to exist, as determined in PB’s reasonable sole discretion.

3.4. Effect of Termination.

3.4.1. PB shall cease providing the Services as of the effective date of the termination or expiration of this Agreement. Upon the delivery of a notice of termination by either Party, the Parties shall in good faith agree to a reasonable plan for the wind down of the Services in an orderly manner. If Customer requests any post-termination transition services, the Parties shall negotiate in good faith any associated fees for such transition services.

3.4.2. Termination or expiration of this Agreement shall not release a Party from any liability or obligation accrued to the other Party or that is attributable to a period prior to such termination, nor shall it preclude a Party from pursuing any rights and remedies it may have under this Agreement or at law or in equity with respect to any breach of this Agreement. The rights and remedies of the Parties under this Agreement shall be cumulative and nonexclusive. All amounts owed by Customerunder this Agreement shall become immediately due and payable upon termination.

4. Customer Registration.

4.1. Customer Information and Underwriting. Before using the Services, Customer shall register with PB at the Internet link provided by PB. In connection therewith, Customer will be required to provide (i) various identifying information that PB, the Processor or its Banking Partners may reasonably request to properly identify Customer, its principals, and its beneficial owners, in order to comply with any Applicable Law or PB’s and Processor’s anti-money laundering policies; and (ii) financial information that PB may reasonably request to assess Customer’s creditworthiness. Customer hereby authorizes PB, Processor and its Banking Partners and their respective agents to (i) check with credit reporting agencies, credit references, and other sources in investigating and verifying the information provided by Customer; (ii) obtain additional information from credit reporting agencies and other lawful sources regarding Customer’s credit standing, credit capacity, general reputation, or characteristics; (iii) to obtain consumer reports from consumer reporting agencies on Customer and its beneficial owners; and (iv) to do all other things that they deem necessary to comply with Applicable Laws or PB’s and Processor’s anti-money laundering policies.

4.2. Authorization. Customer shall timely provide to PB all information, consents, authorizations required for PB to provide the Services, including consents and authorization from third parties. If any such authorization is revoked, Customer shall immediately cease using the Services. Customer shall notify PB promptly (and no more than two (2) Business Days following receipt) of any notice revoking authorization for any Service or if Customer becomes aware that the continued use of the Services by Customer would violate Applicable Law or that any past use of the Services by Customer has violated Applicable Law. Customer shall retain a copy of each third-party authorization for a period of two (2) years after receipt thereof or, if longer, such time period as is required by Applicable Law, and will furnish a copy thereof if requested by PB. Authorizations received by PB shall remain in full force and effect, and PB has the right to rely on them unless and until PB receives written notification from Customer that an authorization has been terminated. Such notice of termination must be provided to PB in such manner and with such advance notice as to allow PB and any affected financialinstitution a reasonable opportunity to comply with such notice, which reasonable opportunity shall no less than three (3) Business Days’ after receipt of such notice.

4.3. Third Party Requirements. Customer acknowledges that in addition to the terms and conditions set forth in this Agreement, Customer will be subject to requirements imposed by the Processor, Banking Partners, card issuers and other applicable third parties in order to participate in and receive payments through the Services; and Customer hereby agrees to such terms and conditions provided to Customer by PB, Processor or such Banking Partners, card issuers or other third parties. These terms and conditions may be changed upon the request of Processor, Banking Partners, card issuers and other applicable third parties.

4.4. Additional Terms for MX Build Account.

4.4.1. MX Build Account. Through its relationship with Priority, PB makes available to its customers a banking-as-a-service solution which enables the customers to set up accounts (each, an “MX Build Account”) to collect, store, and send money; and which provides other related services. In connection with some of the Services, Customer may be required to set up an MX Build Account to facilitate the Services. Customer acknowledges that the MX Build Account and the services related theretoare subject to terms and conditions imposed by Priority, including the Account Agreement and, if applicable, the Services Agreement, each to be provided by Priority.

4.4.2. Authorization relating to MX Build Account. In connection with the BillPay Services (described in the Service Addendum), Customer hereby delegates to PB, as agent for Customer, full power and authority to manage the Customer’s MX Build Account and to direct the deposit and disbursement of funds into and from Customer’s MX Build Account. In connection with such delegation of authority, Customer hereby authorizes Priority to accept and act on the instructions received from PB, in additionto taking directions from Customer, with regard to the MX Build Account. If Priority receives any inconsistent communication from PB and Customer with regard to any funds in the MX Build Account, Priority may, in its sole direction, (i) follow the instructions of either party; (ii) suspend any services with regard to the MX Build Account until it has received joint instructions from both PB and Customer withregard to the MX Build Account; or (iii) institute an appropriate interpleader action in any federal or state court located in Fulton County, Georgia, to determine the rights of the parties involved with regard to the funds, in which case, the funds in dispute shall be deposited with such court, and Priority shall be relieved of and discharged from any and all obligations and liabilities under and pursuant to any agreement with Customer with respect to such funds or the MX Build Account, as applicable. Notice of any change affecting the authorization set forth in this section (including termination) must be jointly provided by Customer and PB to Priority in such manner and with such advancement as to allow Priority and any affected financial institutions a reasonable opportunity to act on such notice, and in any event with no less than three (3) business days prior to the effectiveness of such change.Customer expressly agree that Priority is a third-party beneficiary with regard to this section.

4.5. Additional Terms for MX Build Cards.

4.5.1. MX Build Card. PB has entered into an agreement with WEX Bank, a Utah industrial bank (“Issuing Bank”), pursuant to which Issuing Bank will, upon application and satisfactory underwriting, establish for PB’s customers a commercial non-revolving credit account and issue to such customers a card associated with such account which may be used to purchase goods and services from merchants and vendors accepting such card as payment (each, an “MX Build Card”). All MX Build Cards will remain the property of Issuing Bank and must be returned or destroyed (with certification of destruction) upon request. The Issuing Bank, or PB at the direction of the Issuing Bank, may cancel, revoke, repossess or restrict the use of any or all MX Build Cards at any time, and reserve the right to decline to process any individual transactions. The MX Build Cards and the use thereof are subject to theWEX Bank MasterCard® Card Program Terms and Conditions, which is an agreement between WEX and Customer (the “Cardholder Agreement”), and which may be amended, changed or otherwise edited by the Issuing Bank as provided therein. In addition, the MX Build Cards may be subject from time to time toadditional terms and conditions that will be provided by PB and the Issuing Bank.

4.5.2. Credit Limit. If Customer is approved for MX Build Card accounts (each, a “Card Account”), PB will establish a credit limit for each Card Account and allow Customer to make purchases on credit through a MX Build Card up to such credit limit within the specific payment terms set forth in Card Account application (the “Payment Terms”). PB, in its sole discretions, will be responsible for determining theamount of any such credit limit according to its underwriting criteria and other relevant factors. Customer may not be eligible, and PB reserves the right to reject Customer, for Card Accounts. PB may also revoke, limit, reduce or increase a credit limit in its sole discretion. Any credit limit established for any Card Account established for Customer will be subject to periodic review and adjustment by PB.PB will communicate the initial amounts of any approved credit limits for any Card Accounts to Customer at the time Customer’s Card Accounts are approved or activated. Approved credit limits, Payment Terms and manner of payment are incorporated herein.

4.5.3. Repayment. PB will invoice Customer for purchases made using MX Build Cards according to the Payment Terms and credit limits. Customer will designate a deposit account for the repayment of MX Build Card transactions (the “Customer Bank Account”), which may be the MX Build Account. If Customer selected or is required to make payment through ACH debit (debit initiated by PB or the Issuing Bank via Automated Clearing House or other electronic means against the Customer BankAccount), Customer must ensure it has at all times sufficient funds in its Customer Bank Account to cover the amounts due on any given day according to the repayment terms for the Customer’s Card Accounts. In all cases, Customer will be required to ensure that its unpaid balance on each Card Account, including all pending or unbilled transactions, fees, and other charges, does not exceed theestablished credit limit for such Card Account. PB may require immediate payment of outstanding amounts, suspend further use of the MX Build Card, and/or impose additional fees, if Customer exceeds its credit limits or fails to make full or timely payment on any amounts owed. Customer agrees to pay the reasonable costs of collection undertaken with respect to any delinquent amounts payable by Customer or any PB Services provided hereunder.

4.5.4. Non-Revolving. Credit extended through any MX Build Card is not revolving and the total amount due on each periodic statement is due and payable in full by the date shown on the statement. This amount includes transactions posted since the last statement date, applicable fees, amounts past due, late payment charges, charges for returned checks and other applicable charges.

4.5.5. Compliance with Law. Customer agrees to use the MX Build Card only for legitimate business purposes in compliance with the Cardholder Agreement and Applicable Laws and shall promptly notify PB if it becomes aware or suspects that the MX Build Card has been compromised, unauthorized access to the Card Account has occurred, or there has been any other fraudulent activity with regard to the MX Build Card or the Card Account. Customer will cooperate with PB and the Issuing Bank in preventing, investigating and prosecuting any and all fraudulent activity with respect to the MX Build Card or the Card Account. Unless it is prohibited by Applicable Laws, Customer shall indemnify and hold harmless PB, and their respective Affiliates, officers, directors, employees, agents, and permitted assigns from and against any and all expenses, losses, liabilities, damages, fines, or costs, including reasonable attorneys’ fees, resulting from Customer’s use of the MX Build Card.

4.6. Additional Terms for Merchant Services. Through a proprietary platform known as MXM, owned by Priority, PB makes available to its customers who accept credit or debit cards for products or services the processing of credit card, debit card, stored value card, smart card or other payment device transactions (the “Merchant Services”). The Merchant Services allow Customer to manage and process incoming payments from clients. Among other things, Customer will be able to create invoices on MXM, which will then send a payment link to the payor. To receive Merchant Services, Customer must submit to PB a services application in the form provided by PB (the “Services Application”) and agree to the Merchant Services Program Terms and Conditions of the Member Bank identified in the Services Application (collectively, the “Merchant Agreement”). Customer acknowledges and agrees that the Merchant Agreement is an agreement amount Customer, Priority, and the Member Bank and may be amended, changed or otherwise edited by the Member Bank from time to time. As used herein, “Member Bank” means a financial institution which is a principal member of VISA U.S.A. Inc. or Mastercard International, Incorporated, and which sponsors Priority, as a payment services provider, to provide Merchant Services pursuant to Applicable Law.

5. Licenses and Restrictions on Use.

5.1. Grant of Licenses. Conditioned upon Customer’s compliance with this Agreement, PB hereby grants to Customer, during the Term, a nonexclusive, nontransferable, non-sublicensable, limited right and license to use the Services and the PB Technology in the U.S. for the benefit of Customer. The rights and licenses granted hereunder shall terminate as of the termination or expiration of this Agreement for any reason.

5.2. Trademarks. Each Party hereby grants to the other Party, during the Term, a nonexclusive, nontransferable, limited right to use and display such Party’s Marks solely in connection with the performance of its obligations under this Agreement.

5.3. Restrictions. Customer may not (i) attempt, cause, or permit any modification, alteration, decompilation, disassembly, core dumps, reverse engineering, or other internal analysis of the software associated with the PB Technology for any purpose; or (ii) modify or obscure any copyright, trademark, or other proprietary rights notices used in conjunction with the PB Technology. Neither Party may brand its products or services or obtain domain names, social media identifiers, email addresses, or trademark registrations with any name, mark, logo or brands that are similar to the Marks of the other Party.

6. Use of Customer Information; Data Security.

Customer Information. Subject to its confidentiality obligations hereunder, PB shall have the right to use, and may authorize Processor to use, the information provided by Customer (“Customer Information") solely as necessary to provide the Services under Agreement during the Term and, thereafter, to meet its, or Processor’s, legal or regulatory obligations. During the Term and thereafter, PB and its Affiliates may use anonymized information of the Customer for internal analytics, to improve PB’s and its Affiliates’ services, and to inform PB’s and its Affiliates’ marketing efforts with respect to those services.

6.2. Data Security.

6.2.1. Customer shall comply with all Applicable Laws, take reasonable steps, and adhere to the security procedures reasonably required by PB for any Service, including, without limitation, applying and implementing appropriate security devices such as passwords, user identification technology, or other methods of authentication used in connection with any Service (collectively, “Security Devices”), in order to prevent any unauthorized access or use (collectively, the “Security Procedures”). Customer acknowledges that the Security Devices are intended for authentication purpose only. They are not intended to detect errors in any Transactions initiated by Customer. Customer shall be responsible for detecting and preventing such errors. PB may change or replace any of the Security Procedures with regard to any Service from time to time as necessary to maintain the security of the CustomerInformation and Transaction data and to comply with Applicable Laws. Unless PB, in its sole discretion, believes that any immediate change is necessary, PB shall give Customer reasonable advance notice of any such change.

6.2.2. Customer authorizes PB to follow the instructions entered into the MX Build platform, and execute the Transactions initiated, using the applicable Security Procedures. Submission of Transactions and instructions using the Security Procedures shall be considered Customer’s written authorization for PB to execute such Transactions on behalf of Customer. Customer shall be bound by all Transactions that are initiated (i) through the use of such Security Procedures, whether authorized or unauthorized; or (ii) by any person authorized by Customer to initiate Transactions (each, an “Authorized User”).

6.2.3. Customer shall take reasonable steps to maintain the confidentiality of the Security Procedures and shall provide them only to the Authorized Users. Customer shall notify PB immediately if it believes that any Security Procedures have been compromised or otherwise become known to or accessible by persons other than the Authorized Users, or if Customer believes that any Transaction is unauthorized or in error. Customer shall notify PB immediately if the access of any Authorized User is changed or revoked. Notwithstanding the foregoing, the occurrence of any unauthorized access will not affect any Transaction executed in good faith by PB prior to the receipt of such notification and within a reasonable time thereafter.

6.2.4. In the event of a breach of any Security Procedure, Customer agrees to assist PB indetermining the manner and source of the breach. Customer further agrees toprovide to PB any analysis of any equipment, device, or software performed by oron behalf of Customer or law enforcement agencies.

7. Consent to Use Electronic Signatures and Communications.

7.1. Consent. To the fully extent permitted by Applicable Laws, Customer consents to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all Services provided hereunder and in connection with Customer’s relationship with PB (collectively, “Communications”). Electronic Communications will be sent to the email address on Customer’s profile on PB’s records. PB may, and may request Customer to, execute Communications electronically. Customer agrees that such electronically executed Communications will have the same legal effect as a signed physical document. By accepting and agreeing to this Agreement electronically, Customer represents that (i) Customer has read and understands this consent to use electronic signatures and to receive Communications electronically; (ii) Customer has the hardware and software necessary to receive and store electronic Communications; and (iii) Customer’s consent will remain in effect until Customer withdraws its consent as specified below. Customer must keep its email address current and notify PB of any change in its email address. Customer should print and save or electronically store a copy of all Communications that PB send to Customer electronically. Customer may also request paper copies of electronic Communications from PB by contacting Priority as provided herein.

7.2. Hardware and Software Requirements. In order to access, view, sign and retain electronic Communications provided by Priority, Customer must have:

7.2.1. An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;

7.2.2. A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;

7.2.3. A valid email account;

7.2.4. An operating system on the device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access to the Passport website using a supported browser, including any necessary software (e.g., Adobe to read PDF documents); and

7.2.5. A device capable of storing and printing Communications, if Customer wishes to store or print any Communications.

7.2.6. Take all actions necessary to avoid Communications from PB being blocked or going into any spam folder.

7.3. Right to Withdraw Consent. Customer’s consent to receive Communications electronically will remain in effect until Customer withdraws it. Customer may withdraw its consent to receive further Communications electronically at any time by contacting PB as provided herein. If Customer revokes its consent to receive Communications electronically, PB reserves the right to terminate Customer’s use of the Services. Such revocation will be effective after Priority has had a reasonable period of time to act on Customer’s withdrawal request. Such revocation of consent to receive Communications electronically will not apply to any Communications that were sent before Customer’s request to withdraw consent becomes effective.

7.4. Changes. PB may, in its sole discretion, communicate with Customer in paper form. In addition, PB reserves the right to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which it provides electronic Communications. Except as otherwise required by applicable law,PB will notify Customer of any such termination or change by providing the updates on MX Build ordelivering notice of such termination or change electronically.

7.5. U.S. Federal Law. Customer acknowledges and agree that the Services are subject to the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), and that the E-SIGN Act will apply to validate Customer’s ability to engage electronically in transactions related to the Services.

8. Representations and Warranties.

Each Party represents and warrants to the other as follows as of the Effective Date and with continuing effect during the Term.

8.1. Organization; Authority; Binding Agreement. Each Party represents and warrants to the other Party that:

8.1.1. it is duly organized, validly existing and in good standing under Applicable Laws and has full power and authority to enter into, and perform its obligations under, this Agreement;

8.1.2. this Agreement contains legal and valid obligations binding upon such Party and is enforceable in accordance with its terms;

8.1.3. the execution and delivery of this Agreement and the performance of its terms by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any Applicable Laws.

8.2. Services. PB represents, warrants and covenants to Customer that (i) the Services shall be performed in a professional and workmanlike manner; and (ii) it owns, or has the right to grant the use of, the PB Technology in connection with the provision of the Services as provided herein.

8.3. Use of Services. Customer represents, warrants and covenants to PB that it will not use the Services in connection with any illegal activity.

8.4. Compliance with Law. During the Term, each Party shall comply, in all material respects, with all Applicable Laws in connection with the performance of its obligations hereunder.

8.5. Warranty Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, PB DOES NOT MAKE ANYREPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THIS AGREEMENT, THESERVICES, OR THE PB TECHNOLOGY USED IN CONNECTION WITH THE SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, PB DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SECURITY, ADEQUACY OR SUFFICIENCY, UNINTERRUPTED SERVICE, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. THE PARTIES AGREE THAT ANY STATE LAWS ADOPTING THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) DO NOT APPLY TO THIS AGREEMENT.

9. Confidentiality.

9.1. Confidential Information. “Confidential Information” means any non-public or proprietary information (whether or not marked “confidential”) that a Party (“Disclosing Party”) discloses or makes accessible to the other Party (“Receiving Party”) or that a reasonable person would consider to be confidential or proprietary, without regard to form, including but not limited to, the Disclosing Party’s (i) business plans, strategies, know-how, portfolios, or objectives; (ii) products, technology, and marketing plans; (iii) pricing structure; (iv) financial information; (v) actual and potential customers and vendors lists; (vi) operating policies and manuals; (vii) personnel information; (viii) systems, software, programs, methods, techniques, formula, patterns, drawings, and processes; (x) other technical or nontechnical data; and (x) information of similar nature received from third parties that Disclosing Party treats as confidential. Confidential Information does not include any information that (a) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (b) was known by Receiving Party prior to Disclosing Party’s disclosure of such information; (c) became lawfully known to Receiving Party from a source that is not known to Receiving Party to owe any confidentiality obligation to Disclosing Party with regard to such information; or (d) is independently developed by Receiving Party without reference to or use of Confidential Information, as demonstrated by reasonable written records.

9.2. Ownership of Confidential Information. The Parties acknowledge and agree that as between the Parties, Confidential Information and all Intellectual Property Rights therein are the sole and exclusive property of Disclosing Party. Receiving Party acknowledges and agrees that the disclosure of the Confidential Information does not confer upon Receiving Party any license, interest or rights of any kind in or to the Confidential Information except for those limited rights as set forth in this Agreement.

9.3. Obligations. Receiving Party shall keep the Confidential Information confidential and shall exercise at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information as it employs with respect to its own information of a like nature. Receiving Party may use Confidential Information solely in connection with performance of its obligations and the exercise of its rights hereunder. Receiving Party may disclose Confidential Information only to its employees, officers, directors, agents, and professional advisors who have a need to know such Confidential Information in connection with Receiving Party’s obligations or rights under this Agreement, and who have agreed to be bound by confidentiality obligations at least as strict as those set forth herein. Receiving Party shall be responsible for any unauthorized use or disclosure of Confidential Information by such individuals. PB may also disclose the Confidential Information to (i) Processor, its Banking Partners, card issuers and other third parties, if applicable, for the purpose of facilitating the Services; and (ii) regulatory authorities as may berequired by Applicable Law. Receiving Party shall notify Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information and shall cooperate with Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. The obligations set forth in this Section 9.3 shall continue during the Term and for a period of three (3) years thereafter; provided, however, with regard to Confidential Information that constitutes a trade secret under Applicable Laws, Receiving Party’s obligations under this Section 9.3 shall remain in effect for as long as such information remains a trade secret under Applicable Law.

9.4. Return; Retention of Archival Copies. Upon written request of Disclosing Party, Receiving Party shall return to Disclosing Party or destroy, at Disclosing Party’s option, the Confidential Information together with any and all copies, reproductions and samples of any of the foregoing, except that Receiving Party may retain a copy of the Confidential Information for archival and audit purposes. The confidentiality obligations set forth in Section 9.3 shall continue to apply to such retained Confidential Information after the termination or expiration of this Agreement. Notwithstanding the foregoing, Receiving Party is not obligated to erase the Confidential Information commingled with other information or documents of Receiving Party or contained in an archived computer system backup made in accordance with Receiving Party’s security or disaster recovery procedures, provided that such commingled documents and archived copies: (i) are handled in the ordinary course of Receiving Party’s data processing procedures; and (ii) remain subject to the obligations of confidentiality set forth in Section 9.3 until the destruction of such Confidential Information or the expiration of the confidentiality obligations set forth herein.

9.5. Equitable Relief. The Parties agree that the breach of this Section 9 may cause the Disclosing Party irreparable harm for which monetary damages may not be adequate. As a result, the Parties agree that in the event of any breach or threatened breach of this Section 9, the non-breaching Party shall have the right, in addition to any other right or remedy available to the Disclosing Party at law or in equity, to seek equitable relief, including injunctive relief, without the need to post bond or to prove actual damage, to enjoin or restrain the disclosure or use of such Confidential Information in violation of this Section 9.

10. Indemnification.

10.1. Indemnification by Customer. Customer shall indemnify, defend and hold harmless PB, Processor, and their respective Affiliates, officers, directors, employees, agents, and permitted assigns from and against any and all expenses, losses, liabilities, damages, fines, or costs, including reasonable attorneys’ fees (collectively, “Losses”) arising from any action, claim, counterclaim, demand, or proceeding (each, a “Claim”) made or brought by a third party, including any regulatory authorities, as a result of (i) Customer’s breach of any representation, warranty, or covenant hereunder; (ii) Customer’s gross negligence or intentional misconduct in connection with the Services; (iii) any loss or corruption of data received from or in transit from Customer; or (iv) any Services provided by PB in reliance on instructions (including payment instructions) received from Customer; provided, that the foregoing provisions shall not apply if such Losses result from PB’s (A) gross negligence or intentional misconduct, or (B) failure to comply with, or to perform its obligations under this Agreement, such as to give rise to such Loss or Claim.

10.2. Indemnification by PB. PB shall indemnify, defend and hold harmless Customer, its Affiliates, and their respective officers, directors, employees, and permitted assigns, against any and all Losses arising from any Claims made or brought by a third party, including any regulatory authorities, as a result of PB’s (i) breach of any representation, warranty, or covenant hereunder; (ii) gross negligence or intentional misconduct in connection with the Services; or (iii) failure to comply with instructions (including payment instructions) received from Customer; provided, that the foregoing provision shall not apply if such Losses result from Customer’s (A) gross negligence or intentional misconduct, or (B) failure to comply with, or to perform its obligations under this Agreement, such as to give rise to such Loss or Claim.

10.3. Indemnification Procedures. If a Claim is asserted against a party entitled to indemnification under this Section 10 (“Indemnified Party”), Indemnified Party shall promptly notify the Party from whom indemnification is sought (“Indemnifying Party”) of such Claim. Indemnifying Party shall, at its sole expense, with counsel reasonably acceptable to Indemnified Party, assume the defense or settlement of the Claim. Indemnified Party shall, at Indemnifying Party’s expense, reasonably cooperate with, and provide assistance to, Indemnifying Party in the defense of the Claim. Indemnified Party may, at its own expense, employ its own counsel if it elects to participate in such defense. If Indemnifying Party fails to take charge of the defense of such Claim, Indemnified Party may, upon written notice thereof to Indemnifying Party, assume the defense or settlement of the Claim, and the fees and expenses related thereto shall be borne by Indemnifying Party.Neither Party may settle any Claim without the other Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

11. Intellectual Property Infringement.

11.1. If the use of any Services is held to, or if PB reasonably believes the use of any Services is likely to be held to, constitute an infringement or misappropriation of any Intellectual Property Rights, PB may, at its option and expense, (i) procure for Customer the right to continue using the applicable Service; (ii) replace the applicable Service with a non-infringing, non-misappropriating and functionally equivalent service; (iii) modify the applicable Service so that it is not infringing or misappropriating; or (iv) if options (i)-(iii) are not commercially reasonable as determined in PB’s reasonable discretion, terminate the applicable Service and refund a proportionate amount of any fees prepaid by Customer for such Service.

11.2. Section 11.1 shall not apply and PB shall have no obligation to Customer to the extent any claim of infringement or misappropriation is based on any (i) modifications to the Services made by Customer, its Affiliates or their contractors, or other persons or entities, unless approved by PB; (ii) combination with other services, products, processes or materials of any third party, including without limitation, other third party equipment or systems used by Customer; and (iii) continued use of the Service after PB has made available a non-infringing replacement.

11.3. THIS SECTION 11 STATES THE ENTIRE LIABILITY OF PB AND ITS AFFILIATES, AND CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM THAT THE USE OF THE SERVICES INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12. Limitation of Liability.

UNLESS PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. IN NO EVENT WILL PB’S TOTAL LIABILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITYUNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF SERVICE FEES RECEIVED BY PB HEREUNDER, EITHER DIRECTLY FROM CUSTOMER OR VIA A RESELLER ON BEHALF OF CUSTOMER, AS THE CASE MAY BE (LESS ANY INCENTIVES PAID TO CUSTOMER PURSUANT TO THE AGREEMENT) IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; PROVIDED THAT SUCH LIMITATION DOES NOT APPLY TO ANY ACT OF FRAUD, CRIMINAL ACTIVITY, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF PB.

13. Miscellaneous.

13.1. Independent Contractors; No Third-Party Beneficiary. The relationship of the Parties hereunder shall be an independent contractor relationship. Nothing contained herein shall be construed to create any agency, fiduciary relationship, joint venture, or partnership. Neither Party has any authority, and neither Party may represent that it has any authority, to create any obligation, express or implied, on behalf of the other Party, except as specifically set forth in this Agreement. This Agreement is for the benefit of the Parties hereto and their respective Affiliates, successors and permitted assigns. Except as otherwise set forth herein, nothing herein is intended to confer on any third party any legal or equitable right or benefit hereunder, or any ability to independently enforce this Agreement. Notwithstanding the foregoing, the Parties expressly agree that Processor is a third-partner beneficiary under this Agreement and is entitled to enforce its independent rights and the rights of PB hereunder.

13.2. Assignment. Neither Party may assign or transfer (including by operation of law) this Agreement to any third party without the prior written consent of the other Party, except that PB may assign this Agreement without Customer’s consent to an Affiliate or any third party that acquires all or substantially all of the capital stock or assets of PB in one transaction or a series of related transactions, or that is the surviving entity in any merger or consolidation involving PB. This Agreement shall be binding on the Parties and their respective permitted successors and assigns. Any assignment in violation of this Section will be null and void.

13.3. Publicity. Neither Party may issue any press release and make any public announcement with regard to the subject matter of this Agreement without the prior written consent of the other Party, which consent may be withheld in either Party’s sole discretion; provided that either Party may disclose this Agreement and the relationship created hereunder without the consent of the other Party in filings required by securities laws and other Applicable Laws.

13.4. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations hereunder if such failure or delay is caused by conditions beyond its reasonable control, including but not limited to, acts of God, fires, floods, embargoes, governmental restrictions, strikes, riots, wars or other military action, acts of terrorism, civil disorders, or pandemics (each, a “Force Majeure Event”). Market conditions and fluctuations of either Party’s business shall not be deemed a Force Majeure Event. The Party whose performance is affected by a Force Majeure Event shall promptly notify the other Party with reasonable details. The obligations of the Party affected by a Force Majeure Event shall be suspended for the duration of such Force Majeure Event; provided that such Party shall use its commercially reasonable efforts to mitigate the impact of the Force Majeure Event and shall resume the performance as soon as such Force Majeure Event ends.

13.5. Notices; Customer Service. All notices and other communication required or permitted under this Agreement shall be in writing and delivered electronically as provided in Section 7. Notices shall be deemed given on the date when such notices are sent electronically. All notices and other communication required or permitted to be sent by Customer to PB shall be in writing and delivered electronically to help.mxbuild@prth.com. In addition, Customer may contact customer services at +1 (469) 283-0114.

13.6. Entire Agreement. This Agreement, together with all exhibits and other attachments hereto, constitutes the entire understanding and final agreement between the Parties with regard to the subject matter hereof. Any prior or contemporaneous agreements, understanding, proposals, presentations, promises, or representations between the Parties concerning the subject matter of this Agreement are merged into and superseded by this Agreement.

13.7. Modification; Waiver. No modification of this Agreement will be valid unless in writing and signed by authorized representatives of the Parties. No waiver of any of the provisions of this Agreement will be valid unless in writing and signed by the Party making the waiver. A waiver of one provision does not operate as a future waiver of that or any other provision of this Agreement.

13.8. Severability; Further Assurances. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed, limited, modified, or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected. Each Party agrees, without any additional consideration, to execute and deliver any further legal instruments and perform any acts which are or may become necessary to effectuate the purposes of this Agreement.

13.9. Survival. The obligations of the Parties incurred prior to the termination or arising from Services provided prior to the termination shall survive the termination of this Agreement. In addition to those sections which by their terms survive, Section 2 (Compensation), Section 3.3 (Effect of Termination), Section 5.3 (Restrictions), Section 6 (Use of Customer Information; Data Security), Section 7 (Consent to Use Electronic Signatures and Communication), Section 8.5 (Warranty Disclaimer), Section 9 (Confidentiality), Section 10 (Indemnification), Section 11 (Intellectual Property Infringement, Section 12 (Limitation of Liability), and Section 13 (Miscellaneous) shall survive the termination or expiration of this Agreement for any reason.

13.10. Construction. The headings are inserted for convenience only and are not intended to have any legal effect. Singular or masculine terms shall include the corresponding plural or feminine terms, and vice versa. The term “including” and its variants shall mean “including without limitation.” The term “shall” means “having a duty to.” Any references to laws or regulations are deemed to refer to such law or regulation as amended from time to time. This Agreement is the result of negotiations between equal Parties represented by counsel. This Agreement shall not be interpreted adversely to a Party based on any principle interpreting contract clauses against the drafter.

13.11. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles. Each Party irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the State of Delaware. The exclusive venue for any actions, claims or proceeding arising under or related to this Agreement shall be in the appropriate federal or state court located in the State of Delaware. Each Party hereby waives any objection to venue in such courts. The prevailing Party in any legal action relating to this Agreement shall be entitled to recover its expenses, court costs, and reasonable attorney's fees actually incurred from the other.

13.12. Waiver of Jury Trial and Class Action. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTSTHEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PERSON OR ENTITY. EACH PARTY FURTHER AGREES TO WAIVE, AND HEREBY WAIVES, THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO LITIGATE OR ARBITRATE ON A CLASS-WIDE BASIS AGAINST THE OTHER PARTY.

13.13. Electronic Signature. This Agreement may be accepted by Customer by electronic signature complying with the U.S. federal ESIGN Act of 2000. Such electronically signed Agreement shall have the same legal effect as a signed physical document.

Exhibit A

Definitions

In addition to the terms defined elsewhere in the Agreement, capitalized terms shall have the respective meanings set forth below.

“Affiliate” means, with respect to a Party, a corporation, partnership, limited liability company, association, joint stock company, governmental authority, business trust, unincorporated organization, a sole proprietorship, or other legal entity (each, a “Business Entity”) that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with that Party.

“Applicable Laws” means, with respect to a Party, any and all federal, state, and local laws, statutes, regulations, rules, codes, ordinances, court orders, and regulatory guidance that are applicable to, or govern, this Agreement, the subject matter hereof, the transactions contemplated herein, such Party’s obligations hereunder, and such Party’s business.

“Banking Partner” mean any financial institution with oversight authority over PB or Processor with regard to the Services, whether by contract or otherwise.

“Business Day” means Monday through Friday, 8:00 AM EST to 5:00 PM ET, excluding Federal holidays.

“Control” and variants thereof means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Business Entity, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, the direct and indirect ownership of more than 50% of the voting securities will be deemed to constitute “Control” of the Business Entity.

“Intellectual Property Rights” means any and all exclusionary, proprietary or other rights existing from time to time under patent, copyright, trade secret, trademark, unfair competition or similar laws, registered or unregistered, including all moral rights, design rights, and rights in or to, or relating to the Technology, databases, and rights in relation to domain names, throughout the world.

“Marks” means each Party’s company names, brand names, trade dresses, logos, slogans, trademarks, service marks, trade names, other identifying marks, internet domain names, web addresses, email addresses, and telephone numbers.

“PB Technology” means any Technology (and all Intellectual Property Rights therein) that PB or any of its Affiliates owns or uses as of the Effective Date, or obtains ownership of or uses subsequent to the Effective Date, including, without limitation, the MX Build platform, and all extensions, improvements, versions and derivative works of the foregoing.

“Processor” or “Priority” means Priority Technology Holdings, Inc. and its Affiliates, collectively, which (i) is the parent company of PB; (ii) holds money transmission licenses, directly or through its subsidiary Finxera, Inc. (NMLS #1168701); and (iii) provides money transmission services to PB’s customers in connection with PB’s provision of the Services.

“Technology” means any devices, hardware, information, designs, drawings, specifications, requirements, schematics, algorithms, software programs (including source and object codes), user interfaces, websites, manuals and other documentation, data, databases, technical or business processes, proprietary techniques, methods of operation, or methods of production; including any improvements, extensions, modifications, reproductions, or derivative works of any of the foregoing.

“Transaction” means a payment transaction that is transmitted using a Service.

Exhibit B

Service Addendum

1. BillPay Services. BillPay Services allow Customer to use MX Build to manage payments to variousthird-party payees (each, a “Payee”). To manage payments to Payees, Customer will make a lump sumpayment to PB or will cause PB to initiate payments from other sources. Such payments will bedeposited in Customer’s MX Build Account. When all payment conditions are met, Customer willinstruct PB to make payments to the Payees. Alternatively, Customer may pre-authorize PB to makepayments once certain preset conditions are met.

2. MX Build Card. MX Build Card (may also be called Theo Card) is a commercial charge card issued byWEX Bank, a Utah industrial bank (“Issuing Bank”), which may be used to purchase goods and servicesfrom merchants and vendors accepting such card as payment. Use of the MX Build Cards is subject toterms and conditions imposed on Issuing Bank. Customer may be entitled to Revenue Share as set forth in the Order Form. Revenue Share, if applicable, may be redeemed by Customer at any time.

3. MX Build Account. Through its relationship with Processor, PB makes available to its customers abanking-as-a-service solution which enables the customers to set up accounts (each, an “MX BuildAccount”) to collect, store, and send money; and which provides other related services. Customer maybe able to have a debit card associated with the MX Build Account. The MX Build Account and theservices related thereto are subject to terms and conditions imposed by Processor, including the Account Agreement and, if applicable, the Services Agreement, each to be provided by Processor.

4. Merchant Services. Through a proprietary platform known as MXM, owned by Priority, PB makesavailable to its customers who accept credit or debit cards for products or services the processing ofcredit card, debit card, stored value card, smart card or other payment device transactions. The Merchant Services allow Customer to manage and process incoming payments from clients.

5. Finance and Accounting Software. PB’s Finance and Accounting Software helps Customer trackfinancial transactions and manage accounts, and facilitates the budget management and invoicingprocesses.