These Supplemental Terms of Service (as amended or otherwise modified from time to time, the “Service Terms”) govern access to and use of the MAXIO Payments (as defined below) service offering by MAXIO Subscribers (as defined below). These Service Terms are in addition to the general Terms and Conditions (“Terms”) and Privacy Policy (as each may be amended or otherwise modified from time to time), which govern all Services (as defined below). Collectively, these Service Terms, the Terms, the Privacy Policy, any applicable Supplemental Terms of Service or Orders, and all documents or other terms incorporated herein or therein, are referred to herein as the “Agreement”. “MAXIO”, “our”, “we” and “us” refer to SO Holdco, LLC, a Delaware limited liability company d/b/a MAXIO and its affiliated companies and subsidiaries worldwide. “MAXIO Subscriber”, “Subscriber”, “You” and “Your” refer to the individual (if you are a sole proprietorship), company, firm or entity subscribing to the technology platform offered through the http://www.maxio.com website, the MAXIO mobile application (the “MAXIO Website” or “MAXIO Platform”), and/or any other services, applications and features offered or enabled by or through us with respect thereto, except where we explicitly state otherwise (all services offered through the MAXIO Website or the MAXIO Platform, collectively, “Services”). These Service Terms (as amended from time to time) are effective as of the date You access or use MAXIO Payments and replace any previous versions of the Service Terms. Capitalized terms used herein and not defined have the meaning assigned in the Terms or applicable Order.

PLEASE READ THE ENTIRETY OF THESE SERVICE TERMS CAREFULLY. By accessing or using MAXIO Payments, You acknowledge and agree that You have read and agree to be bound by these Service Terms, the Terms (and all incorporated documents), the Processor Terms (as defined and detailed below), and all Applicable Laws. You further acknowledge that You have read the Privacy Policy. If You do not wish to comply with any terms of the Agreement, You should not access or use MAXIO Payments.

1. GENERAL; PRIORITY OF TERMS

A. General.

The MAXIO Payments offering enables the ability of Subscribers located in the United States and other jurisdictions approved by MAXIO and its Processor as listed at https://www.maxio.com/payment-jurisdictions (each of the foregoing, an “Included Jurisdiction”) to connect their websites and MAXIO Accounts to certain credit cards and debit cards, whether online or in person, and/or other payment processing methods provided by the Processor (as defined below) and other financial service providers, in order to receive payments from Subscribers’ customers (herein, a “Customer”) for products and/or services (each, a “Subscriber Product”), in transactions carried out through and on their websites, the MAXIO Platform or Services, POS Products (defined below) or otherwise (each, a “Transaction”).

B. Processing Services

MAXIO allows the enablement and integration of Processing Services (as defined below) to Your website and Account, and other related services enabling You to accept payments from Your Customers, as further described in these Service Terms. You hereby fully authorize MAXIO to enable the Processing Services, access Transaction level data, submit Transactions, debit Your Subscriber Payment Account (as defined below), make decisions regarding the Processing Services and request changes to the setup of these Services on Your behalf and as directed by You.

The Processing Services include the acceptance and processing of Transactions, transaction reporting, settlement of funds and other services provided by the Processor (as defined below) (the “Processing Services”). The Processing Services, together with the activities and services provided by MAXIO, constitute “MAXIO Payments”.

The Processing Services are currently provided by Adyen N.V. (“Adyen”; together with any subsequent or replacement payment vendors, each, a “Processor”), its affiliates, and the acquiring bank. In order to use MAXIO Payments, You, in addition to satisfying the other requirements detailed herein, hereby consent to and agree to be bound by the Processor Terms and Conditions (located at https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms; the “Processor Terms”), which are incorporated herein by reference. For further details about the Processor and the acquiring bank, including to find the acquiring bank’s contact information, please read the Processor Terms. In providing the MAXIO Payments services with Adyen as the Processor, MAXIO is the acting as the “Marketplace” for You as the “Merchant”, and the MAXIO Platform is the “Marketplace Platform”, pursuant to the Processor Terms. However, MAXIO is not a party to the Processor Terms and is not liable to You with respect to the Processing Services, which are provided solely by the Processor. To the extent MAXIO utilizes multiple Processors, MAXIO may allocate different Processors to certain transactions or transaction types. MAXIO may, subject to Applicable Law and Operating Regulations (as defined below), replace Processors. In such event, You will receive notice of the other Processor’s terms to the contact information You provide, and such terms of the other processor shall apply. The Processor’s platform is a Third-Party Platform for purposes of the Terms.

C. POS Products

Subject to territorial restrictions, MAXIO’s Point of Sale (POS) terminal and related products (to the extent purchased) (“POS Products”) may be available to You for purchase from MAXIO and allow You to accept card-present transactions. The use of POS Products is subject to these Service Terms and any other Supplemental Terms of Service that may be published by MAXIO from time to time with respect to the POS Products.

D. Apple Pay

Subject to territorial restrictions, MAXIO Payments may permit you to accept payments with Apple Pay. The use of Apply Pay is subject to these Service Terms and any other terms and conditions that may be required by Apple or published by MAXIO from time to time with respect to Apple Pay.

E. Google Pay

Subject to territorial restrictions, MAXIO Payments may permit you to accept payments with Google Pay. By activating and using Google Pay (if such feature is made available by MAXIO Payments), Your customers may purchase goods and services using Google Pay. By using Google Pay, You accept and agree to be bound by the Google Pay API Terms of Service, Google Payment APIs Acceptable Use Policy, and Google Privacy Policy (collectively, the “Google Pay Terms”) as they may be amended by Google (or its affiliates) from time to time. Your continued use of Google Pay after the amended Google Pay Terms are posted constitutes Your agreement to, and acceptance of, the amended Google Pay Terms. If You do not agree to any changes to the Google Pay Terms, You must deactivate your Google Pay account and do not continue using Google Pay.

F. Priority of Terms & Regulations

In the event of any contradiction or inconsistency between these Service Terms, the Terms (including the Privacy Policy), or the Order, the following order of precedence shall apply: (i) these Service Terms; (ii) the Order; and (iii) the Terms (including the Privacy Policy). In the event of a discrepancy or contradiction between these Service Terms and the Processor Terms, the Processor Terms shall prevail. In the event of any inconsistency between any provision of any of the Agreement and the Operating Regulations (as defined in Section 5 below), the Operating Regulations shall prevail.

2. REGISTRATION, SUBSCRIBER PAYMENT ACCOUNT & SUBSCRIBER INFORMATION

A. Registration

In order to use MAXIO Payments, You must register and provide certain information (“Registration”). The information You are required to provide as part of the Registration may include personal information (such as Your name, birthdate and identification number), physical address, phone number, tax identification details, email address, bank account details, payment card (credit or debit) information, other identification information about Your business, its principals, beneficial owners, shareholders and Representative (as defined below), trade names under which You do business (DBA), a full description of the goods sold and/or services You provide and other information as requested by MAXIO (“Subscriber Information”). MAXIO may further require You to provide documentation supporting Your Subscriber Information and/or documentation regarding Your business activities and business risk, such as financial statements, invoices, licenses and/or government-issued identification documents. By registering, You hereby authorize MAXIO to share such Subscriber information with either or both of the Processor. You further authorize MAXIO to take any action together with the Processor in order for You to use the Processor’s services, in accordance with and subject to the Agreement and Processor Terms.

To access and use MAXIO Payments, You must be an active MAXIO Subscriber in good standing. We may require that you provide MAXIO with a valid credit, debit card or ACH authorization (which may be provided in connection with Your subscription to the Services generally), to be stored by MAXIO in accordance with Agreement. This payment information may be used in connection with any amounts You may owe to MAXIO from time to time. Failure to provide valid payment information, or to keep valid credit payment information on file with MAXIO, or to otherwise pay any fees or amounts due to MAXIO hereunder, may result in suspension or termination of MAXIO Payments.

B. Verification & Underwriting

After obtaining the required Subscriber Information and documentation (if required), such Subscriber Information and documentation, together with other information about You and Your website, will be used to verify and assess Your eligibility to use MAXIO Payments. MAXIO will notify You of Your account status and will, on Your behalf, instruct the Processor to establish a payment account for You to be used to account for and settle amounts as part of Your use of MAXIO Payments (“Subscriber Payment Account”). Notwithstanding the above, MAXIO and/or the Processor may, at any time and in its exclusive discretion, reject the attempted Registration of a Subscriber to use MAXIO Payments, or suspend or discontinue any Subscriber’s use of MAXIO Payments, at any time and for any reason, according to MAXIO’s internal rules, risk considerations, any of the policies, procedures or instructions of the Processor, acquiring bank, Payment Networks (as defined below), and/or under any of the Agreement and/or Processor Terms. MAXIO may further limit Your use of MAXIO Payments (including based on the amounts You processed) and Subscriber Payment Account, and require further information and documentation in order to allow the use, or continued use, of MAXIO Payments or the payout of any Settlement Amounts (as defined hereunder), all in accordance with MAXIO’s internal rules, its risk considerations, any of the policies, procedures or instructions of the Processor, and/or under any of the Agreement and/or Processor Terms.

C. Account Transfer

Unless otherwise confirmed to You in writing, Your MAXIO Payments Account and the Agreement is non-transferable, and any change of Your Subscriber Information shall require prior approval by the Processor in order to come into effect.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT IN THE EVENT THAT MAXIO OR THE PROCESSOR TERMINATE YOUR ACCOUNT AND DISCONTINUE THE USE OF MAXIO PAYMENTS, THE FUNDS ALREADY DEPOSITED TO YOUR SUBSCRIBER PAYMENT ACCOUNT SHALL NOT BE PAID TO YOU, AND SUCH FUNDS SHALL BE HELD BY THE PROCESSOR (AND TREATED ACCORDING TO ITS PROCEDURES) AND/OR REFUNDED TO THE RELEVANT CUSTOMERS. YOU HEREBY ASSUME ALL LIABILITY FOR ANY LOSS, COST OR DAMAGE YOU MAY INCUR DUE TO THE TERMINATION OF YOUR MAXIO PAYMENTS ACCOUNT AND RELEASE MAXIO AND ANY THIRD PARTY FROM ANY SUCH LIABILITY.

D. Registration Information

All Subscriber Information and documentation You provide in connection with MAXIO Payments as part of the Registration process or any subsequent inquiry or request, must be complete, up to date and accurate in all respects.

You are solely and fully liable for the accuracy, consistency and completeness of Subscriber Information and all other information provided by You or on Your behalf (including any authorized individual, in the case of a MAXIO Subscriber that is an entity) in connection with MAXIO Payments, including to MAXIO and/or the Processor as part of the Registration process or any subsequent inquiry or request. You are further responsible to update MAXIO to ensure such information remains true, complete, accurate and valid at any time. You shall be held responsible for any and all losses and/or damages directly or indirectly caused by providing incorrect, out of date, inaccurate or partial information. MAXIO may request, at any time, in its sole and exclusive discretion, and You will be obligated to provide, copies of documents that support any information provided by You or on Your behalf (including any authorized individual, in the case of a MAXIO Subscriber that is an entity) or otherwise required by MAXIO or the Processor, such as business invoices, financial statements or government-issued identification documents, as MAXIO or the Processor may deem necessary in order to allow You to access or use, or to provide You with any aspect of MAXIO Payments, including with respect to acceptance and/or the payout of funds to Your account. MAXIO may also require You to provide additional information or documentation in order to ensure Your compliance with these Service Terms, the Processor Terms, Operating Regulations (as defined below), Applicable Laws and any terms applicable to Subscriber Payment Account, in which case You will promptly provide such required information or documentation.

E. Collection & Provision of Information

The collection, use and storage of Subscriber Information is subject to the provisions of MAXIO’s Privacy Policy. You expressly acknowledge and agree that MAXIO collects data about You directly from You or from other legitimate sources, and You authorize MAXIO to share information provided by You, and provide instructions on Your behalf as may be received from You from time to time or as otherwise provided herein, to third parties (such as the Processor and/or any affiliates, the acquiring bank, other payment method providers with which You wish to accept payments, and the Payment Networks) in connection with the operation or management of MAXIO Payments. Such legitimate sources and third parties may include Alloy and certain telecommunications providers or mobile network operators, with whom we share data for the purposes of identity verification. You further authorize MAXIO to review any information related to Your Transactions made through the MAXIO Platform with any other payment provider and/or third party.

F. Sharing Information with Third Parties

MAXIO and/or the Processor may provide to each other, another Processor, competent authorities, applicable acquiring and issuing banks, payment networks such as Visa, Mastercard, American Express and Discover (“Payment Networks”) and other payment methods providers (such as ACH, SEPA and Apple Pay), information related to Transactions conducted through the use of MAXIO Payments, information regarding Your Subscriber Payment Account, Subscriber Information or any other information and documentation You provided during Your Registration or otherwise, and any other information held by MAXIO and/or the Processor. MAXIO may also share end user data with telecommunications providers or mobile network operators for the purposes of identity verification. In addition to the foregoing, MAXIO shall share Your information with third parties according to the provisions of the Privacy Policy.

3. SUBSCRIBER BANK ACCOUNT

As part of the Registration process and in order to receive payouts, You must provide details of an active bank account under Your control and ownership and under Your business name, which shall be the account to which all Transaction amounts shall be settled (“Subscriber Bank Account”). Subscriber Bank Account shall be subject to the Processor’s approval. You hereby warrant and represent that Subscriber Bank Account is registered under Your name (and in the event of a legal entity, under the name of the legal entity). You are solely responsible for the accuracy of Subscriber Bank Account details You provide to MAXIO and/or the Processor.

You may request to change Your Subscriber Bank Account on file. Such change of Your Subscriber Bank Account shall be subject to the Processor’s approval, and may not be in effect in relation to Transactions conducted prior to the processing of such change.

You must ensure that Your Subscriber Bank Account remains active, in good standing and fully capable of being used in connection with MAXIO Payments, for as long as the Transactions conducted by You are subject to cancellation or reversal (and as otherwise specified or required by the Payment Network(s) and/or Processor). You may close Your Subscriber Bank Account only after satisfying Your obligations under these Service Terms, including those referenced in Section 8.B.

4. SUBSCRIBER OBLIGATIONS, REPRESENTATIONS & WARRANTIES

A. Subscriber Obligations

In addition to all other obligations under the Agreement and Processor Terms, Subscriber will at all times:

(i) fully comply with all provisions and requirements of the Agreement and the Processor Terms;

(ii) provide true, complete, accurate and valid information as requested by MAXIO and/or the Processor in connection with MAXIO Payments, including Registration, and update MAXIO to ensure such information (including all Subscriber Information) remains true, current, complete, accurate and valid;

(iii) without derogating from Section 4.A(ii) above, promptly notify us in writing no more than three (3) days after any of the following occur: You are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; there is a materially adverse change in Your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of Your business; You transfer or sell 25% or more of Your total assets, or there is any change in the control or ownership of Your business or parent entity; or You receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of Your total assets.

(iv) comply with all Applicable Laws, including but not limited to those defined by MAXIO, the Processor, Payment Networks, U.S. Export Administration Regulations (15 C.F.R., Chapter VII), the sanction programs of the U.S. Office of Foreign Assets Control (“OFAC”), and any other competent authority;

(v) not offer or sell any Subscriber Products, or provide any information, content or material, including regarding Subscriber Products, which are prohibited by law, included in the list of Restricted and Prohibited Products and Services (as may be amended from time to time), seen as high risk by any of the Payment Networks, or is otherwise prohibited under these Service Terms, MAXIO’s policies and/or the Processor Terms; and

(vi) promptly, and in any event within no later than 7 days, provide MAXIO with any information and documents that may be requested in relation to the full performance of the obligations under these Service Terms and the Processor Terms, to enable the verification of Your compliance; and

(vii) be responsible for determining threshold values and other settings applicable to the fraud control set made available by the Processor

B. Subscriber Representations, Warranties

You hereby warrant, represent and undertake that: (i) You are of legal age of the majority in Your jurisdiction, and in any event above the age of eighteen (18); (ii) You and the legal entity You represent (if applicable) are authorized to conduct business in the jurisdictions in which You operate; (iii) You are not a resident of any country embargoed by the United States, nor are You on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List or any other applicable trade sanctioning regulations; (iv) Your business is located and You are conducting Your business from an Authorized Jurisdiction; (v) You will use the MAXIO Payments Services only for Your business and not for the benefit of any third party; (vi) You will use the MAXIO Payments Services for commercial purposes only (or, if applicable, to collect charitable or campaign donations), and not for any personal, family, money transfer or household purposes; (vii) if You register on behalf of a legal entity, You are an authorized representative of such entity that has the full power and authority to agree to the Agreement on behalf of such legal entity, and bind it to these Service Terms and other Agreement (“Representative”); (viii) all Subscriber Information provided, including with respect to any legal entity You register on behalf of, its beneficial owners and principals, is complete and accurate; (ix) You will not use MAXIO Payments for any fraudulent or illegal purposes or in breach of these Service Terms; and (x) in the event that Your or Your Representative’s Account with MAXIO Payments were terminated by MAXIO or the Processor in the past, You will not register with MAXIO Payments without MAXIO’s prior written approval. These representations and warranties shall remain true, valid and effective throughout Your use of MAXIO Payments. You hereby agree to update MAXIO immediately upon any change of the accuracy of the above representations and warranties.

C. Obligations towards Payment Networks

In addition to the foregoing, (i) You shall act in accordance with the Operating Regulations and MAXIO’s instructions, with respect to use of the Payment Network marks on Your website; (ii) You acknowledge that each Payment Network is the sole and exclusive owner of its marks, and You agree not to contest the ownership of its marks for any reason; and (iii) You acknowledge that each Payment Network has the right to enforce any provision of its rules and to prohibit You and/or MAXIO from engaging in any conduct such Payment Network deems could injure or create a risk of injury to it, including injury to its reputation, or that could adversely affect the integrity of the interchange system, the Payment Network’s confidential information, or both. It is Your responsibility to read and be aware of the Payment Network’s rules.

5. RESPONSIBILITIES & OBLIGATIONS WITH RESPECT TO SUBSCRIBER ACTIVITY, ADD OF FUNDS, TRANSACTIONS, PRODUCTS & CUSTOMERS; ENFORCEMENT

A. Responsibility for Customers & Transactions

Subscriber agrees that it is the merchant of record and assumes all merchant responsibilities, including those under the Processor Terms or Operating Regulations (as defined below) with respect to each Transaction. Subscriber shall be solely responsible and liable for any and all Transactions between a Subscriber and such Subscriber’s Customers, and for all liabilities arising from the offering of Subscriber Products and Transactions, including, but not limited to, all applicable legal and regulatory obligations and further including, without limitation, any VAT, turnover and other taxes or levies including penalties, interests, surcharges relating to the offering of Subscriber Products and Transactions (“Taxes”) and costs or expenses relating to such Taxes. Subscriber shall have sole, exclusive and full responsibility in regard to the relationship with its Customers. Subscriber shall provide its Customers with proper ways to contact Subscriber and have the sole responsibility of handling Customer complaints, resolving any Customer support issues with its Customers, and shall keep MAXIO fully exempted from any responsibilities with respect to the Customers and/or Subscriber Products. It is Subscriber’s responsibility to ensure the correctness and legitimacy of its Transactions, and to research and contact its Customers prior to completing any suspicious Transactions.

“Operating Regulations” means the rules, by-laws, operating regulations, terms and conditions, guidelines, policies and procedures of any card association, Payment Network, or other payment methods that may be enabled through MAXIO Payments from time to time, such as (but not limited to) SEPA, ACH (as governed by the Nacha Operating Rules), Apple Pay and GooglePay, used to process any Transaction, or applicable to any payment method used to make any Transaction through MAXIO Payments, as any or all of the foregoing may be amended and in effect from time to time.

B. Responsibility for Subscriber Website & Subscriber Products

Subscriber has the sole, exclusive and full responsibility for (i) all Subscriber Products; (ii) the content of Subscriber’s website, including the publicity, text and images presented on Subscriber’s website. Subscriber agrees to ensure the compliance of its website, services and products with Applicable Laws and Operating Regulations, including proper and accurate disclosure and description of Subscriber Products, Transactions, prices, amounts charged and currencies. If Subscriber engages in Transactions with Customers who are individuals, Subscriber specifically agrees to provide its Customers with disclosures as required by Applicable Law, and to not engage in unfair, deceptive or abusive acts or practices (UDAAP); (iii) compliance with Applicable Laws and Operating Regulations with respect to recurring transactions, including necessary disclosures and Customer consent prior to the recurring transaction, as well as the disclosure and method for canceling the recurring transactions; (iv) the delivery and quality of all Subscriber Products and/or services offered by Subscriber to the Customers, including any shipment arrangements, and its compliance with its applicable export control laws; (v) the provision of a proper and accurate receipt describing the Transactions to the Customers; (vi) compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), the Payment Application Data Security Standard (“PA DSS”), and any successor standards or requirements, as applicable; and (vii) compliance with OFAC sanction programs, the performance of OFAC and Specially Designated Nationals and Blocked Persons checks, or any other applicable trade sanctioning regulations with respects to its Customers. MAXIO disclaims all responsibility or liability in connection with any of the foregoing, and may further be required to report to tax authorities certain reports regarding the Transactions. Subscriber is solely responsible for compliance with all Application Laws regarding the collection and remittance of Taxes. To the extent MAXIO receives any federal or state tax statements relating to Subscriber, MAXIO may make the same available to Subscriber solely in an electronic format; provided, however, that MAXIO shall have no liability for failure to provide such statements on an affirmative basis absent a Subscriber request.

C. Data Security

(i) Subscriber has the sole, exclusive and full responsibility for the security of data on Subscriber’s website or any data in Subscriber’s possession or control.

(ii) Subscriber will comply at all times with all Applicable Laws and rules in connection with the collection, security, and dissemination of any personal, financial, card, or Transaction information, including of Subscriber’s Customers (collectively, “Transaction Data”) and will restrict access to such Transaction Data by placing relevant physical and logical controls and policies. Subscriber warrants to store such Transaction Data, not limited to Transaction Data stored on electronic devices, paper receipts, reports, faxes or handwritten notes, in a controlled environment, in which sensitive information will be clearly classified as such.

(iii) As part of Subscriber’s compliance responsibilities, Subscriber shall only use PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Subscriber’s Customers card information, and must not store CVV2 data at any time. Upon request, Subscriber will provide MAXIO with relevant documentation evidencing compliance with PCI-DSS and/or PA-DSS.

(iv) Subscriber agrees to destroy all Transaction Data when it is no longer needed for business or legal purposes, in such a way that the Transaction Data cannot be reconstructed by any means.

D. Responsibility for Charges, Refunds, Fines & Losses

As between Subscriber and MAXIO, Subscriber is responsible and liable for all charges, including fees, chargebacks, refunds, fines or penalties arising in connection with Subscriber’s use of MAXIO Payments, including any negative balance in Subscriber Payment Account. MAXIO may collect such funds by instructing the Processor to deduct or set-off such funds from Your Payment Account or any other account you have with MAXIO, in accordance with Section 8.B.

Subscriber further agrees that (i) Subscriber will be solely liable for any liability or losses incurred by MAXIO or the Processor as a result of any unauthorized, fraudulent, illegal, improper or erroneous use of MAXIO Payments, including any use made in breach of these Service Terms by any of Subscriber’s Customers, Subscriber, or any of Subscriber’s employees, agents, representatives or contractors, and (ii) MAXIO shall have no liability or obligation whatsoever in connection with any act or omission of the Processor, the issuing bank and the Payment Networks. Without limiting any other rights or remedies MAXIO has under this Agreement, at law or equity, MAXIO may collect such losses described in 5.D(i) in accordance with Section 8.B.

E. Add of Funds

To cover any negative balance which Subscriber accumulated or to make a required refund, then in addition to MAXIO’s rights under Section 8.B, Subscriber may be requested to add funds in its MAXIO Payments Account in an amount not to exceed the amount of the negative balance or anticipated refund(s). By adding funds to Subscriber’s MAXIO Payments Account, Subscriber confirms that the payment method used for the transaction is under the name of the entity or individual listed as the MAXIO Payments Account owner. Subscriber hereby agrees to provide MAXIO with any documentation, including bank details, card information, and identification documents required in order to process and ensure the legality of the transaction.

F. Enforcement

Without limiting any other right MAXIO may have under these Service Terms or under laws or regulations, in the event of (i) suspected or actual fraud; (ii) Your breach or suspected breach of any of the terms or Your warranties, representations or obligations under these Service Terms, the Agreement, Processor Terms, Operating Regulations or Applicable Law; and/or (iii) due to MAXIO’s risk considerations and evaluation with respect to Your MAXIO Payments Account, MAXIO shall have the right, either directly or by providing instructions to the Processor and with no liability to You, to (1) require You to change, add or omit content from Your website or take such actions itself, as it deems necessary or appropriate to ensure Your compliance with the Operating Regulations, Processor Terms and Agreement; (2) suspend or cancel any or all Transactions; (3) block or suspend Your use of MAXIO Payments; (4) instruct the Processor to withhold any amounts that may be otherwise payable to You; (5) instruct the Processor to return any amount to Your Customers; (6) collect any amounts MAXIO deems (in good faith) to be reasonably necessary to cover any losses or liability for which Subscriber is responsible hereunder in accordance with Section 8.B; (7) require You to limit the maximum Transaction amount that may be processed via MAXIO Payments; and/or (8) share any information related to such activity with the appropriate Processor, financial institution, regulatory authority, or law enforcement agency, consistent with our legal obligations. This information may include information about You, Your MAXIO Payments Account, Your Customers and Transactions made through Your use of the MAXIO Payments Services.

6. PROCESSING, SERVICE FEE & SETTLEMENT

A. Processing

To enable MAXIO Payments to process Transactions for You, You authorize and direct MAXIO, the Processors, issuing banks and other payment method providers that You use to enable, receive and settle any payment processing proceeds owed to You through the MAXIO Payments Services. You may not grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into Your Bank Account.

B. Service Fees

Your use of MAXIO Payments is subject to Your payment of the fees and charges as set forth in the schedule on the applicable Order (“Service Fees”), which is hereby incorporated by reference, as the same may be amended or otherwise modified from time to time in accordance with Section 11 below, all Service Fees are non-refundable. The Service Fees shall be deducted from Your Subscriber Payment Account balance or otherwise in accordance with Section 8.2.

C. Settlement Amount

All Transaction amounts deducted by applicable Service Fees shall be allocated to Your Subscriber Payment Account and held by the Processor and its banking partners in pooled accounts. You shall not be entitled to any interest in such amounts or to any right to withdraw them. Subject to the other provisions herein, the positive balance in Your Subscriber Payment Account reduced by all Transaction Cancellation Costs and any other amount owed by Subscriber to MAXIO or the Processor, or otherwise deducted pursuant to these Service Terms (“Settlement Amounts”) shall be transferred to Your Subscriber Bank Account by the Processor upon such amounts becoming available for settlement, and in accordance with the settlement schedule published on the Website. If the settlement date is a holiday or a day on which the relevant banks are not operating, the settlement shall be made on the first subsequent business day on which they are open for business. Settlement Amounts will be paid to You only if Your Subscriber Payment Account is active and in full compliance with these Service Terms and the Processor Terms. You assume all responsibility and shall have no claims towards MAXIO in the event of any losses and damages that You or any third party may incur due to any non or erroneous settlement of the Settlement Amount, due to Your incompliance with the above terms or for providing a wrong Subscriber Payment Account. If You leave any funds dormant in Your Subscriber Payment Account and You do not give us instructions where to send them, we will act according to the instruction of the Processor and Applicable Law.

All disputes regarding Settlement Amounts must be filed by Subscriber to MAXIO in writing, within 90 days following the date of settlement. No disputes or complaints by a Subscriber shall be accepted after 90 days, and following such period, the settlement of the relevant Transaction shall become irrevocable, irreversible and final.

D. Withholding & Change of Settlement Schedule

MAXIO reserves the right to enforce a holding period prior to the settlement of the Settlement Amounts, change the settlement schedule at any time, including due to the following reasons: (i) excessive or expected excessive Transaction Cancellations (as defined below) of any kind as determined by MAXIO in its sole discretion; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by law or court order. MAXIO will notify You once it exercises its right to withhold the Settlement Amounts. The Processor, issuing banks or other financial institutions holding Your Subscriber Payment Account may also require a holding period before the settlement of the Settlement Amounts to Subscriber Bank Account. MAXIO is not responsible for any delay of Your Settlement Amounts in accordance with these Service Terms or ordered by any third party.

E. Payment Dashboard

Subscribers can verify their balances and Settlement Amounts payable to them through MAXIO Payments’ management dashboard, as available on the MAXIO Platform (“Payment Dashboard”). MAXIO disclaims all liability and responsibility for the accuracy and/or availability of such information. Unless otherwise required by Applicable Law, Subscriber shall be solely responsible for ensuring the accuracy of the amounts reflected in the Payment Dashboard and the Settlement Amounts received. In the event of any discrepancy between the Payment Dashboard and the Transactions, Subscriber shall immediately notify MAXIO, which shall then work together with the Processor to investigate the matter and exercise commercially reasonable efforts to resolve any discrepancy. Subscriber will promptly provide such information and assistance to MAXIO as MAXIO may request in connection with any such investigation. MAXIO shall not be responsible for any act or omission of the Processor, any of its service providers or partners, or any financial institution, with respect to the settlement.

F. Transaction Record

Except as otherwise required by Applicable Law, Subscriber is solely responsible for maintaining its Transactions records and other data associated with Subscriber Payment Account in accordance with Applicable Law.

7. Transaction Cancellation

A. Responsibility

Subscriber shall be fully responsible for the Transactions, including in relation to any cancellation or cancellation request of a Transaction, including due to a Dispute, Refund (as defined below) of a Transaction or the reversal or return of a Transaction conducted, facilitated or initiated by MAXIO, Payment Networks, other payment method providers, Processors or issuing banks (“Reversal”; and each of the foregoing, a “Transaction Cancellation”). MAXIO is not responsible or liable to You for any Transaction Cancellation, and You shall be liable to MAXIO for the Transaction Cancellation amount and all related costs, fines, Service Fees, penalties and expenses (“Cancellation Costs”) associated with a Transaction Cancellation. MAXIO and the Processor shall have the right to deduct Transaction Cancellation amounts and Cancellation Costs from any Settlement Amounts payable to such Subscriber and in accordance with Section 8.B hereunder. If MAXIO is not able to deduct the amounts or otherwise collect such amounts in accordance with Section 8.B, Subscriber shall pay the Transaction Cancellation amount and Cancellation Costs immediately upon MAXIO’s first notice. All Transaction Cancellations must be done through MAXIO Payments, and may require the payment of certain Service Fees as set forth on the Order.

B. Disputes

In most cases, You may challenge Transaction Cancellation orders initiated by a Customer (including chargebacks) (“Dispute”) through MAXIO Payments, by providing information and documentation according to the relevant Operating Regulations. In addition, the Processor may elect to contest certain chargebacks assessed to Your account. MAXIO may provide You with assistance, including certain tools to help contest your chargebacks. You acknowledge and agree that MAXIO will not have any liability with respect to the provision of such services. You further agree that the information and documentation provided will be shared with Your Customer, its payment providers and other relevant financial institutes. Failure to provide such information and documentation in a timely manner may not allow You to dispute the canceled transaction. Payment Networks or other payment method providers may either accept or deny Your challenge. MAXIO and the Processor will deduct the Dispute amount from Your Subscriber Payment Account upon a Dispute, including in accordance with its rights under Section 8.2, and will credit Your account if Your challenge is accepted by applicable issuing and issuing banks. You acknowledge and agree that MAXIO is not a party to the Dispute challenging process.

C. Refunds

Subscriber shall bear all costs and expenses associated with or resulting from any Refund (including any Service Fees incurred due to the original Transaction, which shall not be refunded). For the purpose hereof, “Refund” means a Transaction Cancellation, which is initiated by Subscriber and results in the reimbursement of the Customer for all or some of the amounts paid in such Transaction. A Refund of a Transaction shall be subject to the existence of sufficient balance in Subscriber Payment Account, such that it is possible to offset the refunded amount from the Settlement Amounts. MAXIO and the Processor shall have the right to withhold funds in Subscriber Payment Account and/or deduct the associated Refund amount from Subscriber Settlement Amounts, as required to process and pay Refunds. MAXIO may further decline any Refund when MAXIO believes that such an order increases the risk of a negative balance, or will otherwise risk Your ability to meet Your liabilities under these Service Terms.

8. RESERVE; COLLECTION OF DEBT; SET-OFF

A. Reserve Amount

You authorize MAXIO to instruct the Processor to establish and maintain (by itself or by financial institution partner(s)) a reserve amount as to be determined by MAXIO from time to time, to cover any amount that may become due from You to MAXIO or the Processor, including any expenses or losses, which may result from existing or expected Transaction Cancellations, Customer complaints, the nature of Your business, and Your activity through MAXIO Payments (“Reserve”). The reserve shall be funded by debiting Your Subscriber Payment Account or any bank account associated with Your MAXIO Payments account. MAXIO may further require You to deposit funds into Your Subscriber Payment Account in order to fund the Reserve.

B. Collection of Debt; Set-Off

You agree to pay immediately on demand all amounts due or owed to MAXIO under these Service Terms, the Agreement, Processor Terms, Operating Regulations and/or any Applicable Law, including, without limitation, any amounts, losses or liabilities charged to or suffered by MAXIO for which you are responsible hereunder. MAXIO may collect and/or set-off any amount due to MAXIO from You, including any cost, expense or fee (including attorney and collection agency fees) associated with such collection, by: (i) instructing the Processor to deduct such amounts from Your Subscriber Payment Account balance, from other Subscriber Payment Accounts held under Your name or from the Reserve, and remit such deducted amounts to MAXIO; (ii) debiting any of Your payment method(s) held by MAXIO for any purpose (e.g., registering for MAXIO Payments, any subscription for any MAXIO Service, any other MAXIO or MAXIO Payments account held under Your name), including Subscriber bank account (including bank accounts held by third parties to which MAXIO has authorized access), credit or debit card or any other payment method held by MAXIO.

9. Limitation of Liability; Disclaimer of Warranties; Indemnification

IN ADDITION TO ANY DISCLAIMERS OR LIMITATION OF LIABILITY SET FORTH IN THE MAXIO TERMS, NEITHER MAXIO NOR THE PROCESSOR (NOR ANY OTHER PARTY PROVIDING ANY PORTION OF MAXIO PAYMENTS) SHALL BE RESPONSIBLE FOR ANY FAULTS, DELAYS OR INTERRUPTIONS IN MAXIO PAYMENTS THAT ARE A RESULT OF ANY FAILURE OF THE MAXIO WEBSITE, MAXIO PAYMENTS SYSTEM, OR FORCE MAJEURE EVENTS, AS WELL AS SUCH FAULTS, DELAYS OR INTERRUPTIONS AS A RESULT OF RESTRICTIONS IMPOSED BY THE GOVERNMENT OR TELECOMMUNICATIONS SERVICE OPERATORS, OR AS RESULT OF ANY MISUSE OF MAXIO PAYMENTS BY SUBSCRIBERS OR THEIR USERS.

IF ANY GUARANTEE, CONDITION, WARRANTY OR TERM IS IMPLIED OR IMPOSED BY ANY APPLICABLE LAW AND CANNOT BE EXCLUDED (A NON-EXCLUDABLE PROVISION), AND WE ARE ABLE TO LIMIT YOUR REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN OUR LIABILITY FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED EXCLUSIVELY (SO FAR AS APPLICABLE LAWS DO NOT PROHIBIT) TO THE SUPPLYING OF SERVICES AGAIN, OR THE PAYMENT OF THE SERVICE FEES.

THE MAXIO PAYMENTS SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND. MAXIO AND ITS AGENTS, AFFILIATES AND SERVICE PROVIDERS HEREBY DISCLAIM ALL OTHER TERMS, CONDITIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO OR ARISING OUT OF THESE SERVICE TERMS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

For the purposes of this Section 9, the expression ‘force majeure event’ shall refer to events beyond the reasonable control of MAXIO, as described in the Terms.

In addition to Subscriber’s indemnification obligations under the Terms, and subject to the procedures set forth therein, Subscriber will indemnify, defend and hold harmless the MAXIO Indemnities against any and all Losses incurred by a MAXIO Indemnitee in any claim, demand or action brought by a third party (including Processor or any regulatory authority) arising out of or related to: (i) any actions taken by MAXIO or its service providers in accordance with or in good faith reliance upon information or instructions provided by Subscriber or any of its agents or representatives; (ii) any claim by a Customer, or any obligation owed to any Customer or other third party by Subscriber, or any third party retained by Subscriber; or (iii) any actual or alleged infringement or misappropriation of any intellectual property rights of any third party by Subscriber.

10. TERM & TERMINATION

The effect of these Service Terms, as may be amended from time to time, shall commence on the effective date of your Order for MAXIO Payments, and shall continue to be in effect for as long as You use MAXIO Payments or until termination of such Order according to the provisions of these Service Terms or the Agreement.

Without derogating from any other right MAXIO has under this Agreement, including the right to cancel or suspend Your use of MAXIO Payments as set forth above, MAXIO may terminate your Order for MAXIO Payments and these Services Terms, for any reason, effective upon providing You written notice of the same.

Upon termination of Your subscription for MAXIO Payments: (i) You shall immediately cease Your use of MAXIO Payments; (ii) MAXIO reserves the right to withhold any amount payable to You until it believes that the risk of Disputes or other risks with respect to Your account are removed; (iii) MAXIO reserves the right (but has no obligation) to delete all of Your transaction information and account data stored on its servers, following the applicable retention period set forth in the Terms; and (iv) MAXIO will not be liable to You for compensation, reimbursement or damages in connection with Your use of MAXIO Payments, or any termination or suspension of such use or deletion of Your information. The termination of these Service Terms, for any reason, shall not release You from any of Your debts or payment obligations to MAXIO under these Service Terms and the provisions of all sections that are relevant to such post-termination period, together with any terms that by their nature are intended to survive such termination, shall survive such termination, including, without limitation, Sections 8-10, and MAXIO and the Processor may withhold amounts in Your account, as may be required to enforce such obligations.

11. MODIFICATIONS & AMENDMENTS

We may amend or otherwise modify all or a portion of these Services Terms from time to time. The revised Services Terms will be available on the MAXIO Website, and we may also provide Your administrative users (as identified in Your Account) with notice of such changes by e-mail. You are responsible for periodically reviewing the Agreement as posted on the Website. Amendments and modifications to the Agreement will be deemed effective once posted online. Your continued use of MAXIO Payments following any modification constitutes Your acceptance of the modified terms, except to the extent that (i) other notice or consent is required by Applicable Law; or (ii) such change has a material adverse impact on You and You do not agree to the change, in which case You may terminate these Service Terms and Your Order for the MAXIO Payments Services by giving at least thirty (30) days prior written notice to MAXIO (such termination notice to be sent at the latest 60 days after such change was posted to the Website). You are not entitled to object to, and shall not have the rights set out in this clause, for any change that MAXIO implements in order to comply with Applicable Law or requirements imposed by the relevant Processor, acquirer, issuing bank, payment method provider or financial regulators. For such imposed changes shorter notice periods may be applied by MAXIO as is need to comply with the relevant requirement.