Flex Pay & Outpayce/Amadeus

FORM OF TERMS AND CONDITIONS

Last Updated: July 1, 2025 v.2024-10-10 BY ACCESSING AND USING THE FLEX PAY SERVICES (FORMERLY, THE UPLIFT PAY MONTHLY SERVICE) (THE SERVICES), MERCHANT (AS DEFINED BELOW) ATTESTS IT HAS THE POWER TO BIND AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS (AS UPDATED, THESE TERMS). UPLIFT MAY CHANGE THESE TERMS FROM TIME TO TIME. ANY CHANGES WILL BE EFFECTIVE WHEN POSTED [TO THIS SITE]. IF MERCHANT DOES NOT AGREE TO THE TERMS AND CONDITIONS STATED HEREIN, PLEASE CEASE USE OF THE SERVICES IMMEDIATELY BY FOLLOWING THE OPT OUT PROCEDURE PROVIDED BY NETWORK PARTNER. THESE TERMS CONTAIN AN ARBITRATION AGREEMENT¹ THAT AFFECTS MERCHANT’S RIGHTS. MERCHANT HAS THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT AS DESCRIBED BELOW. NETWORK ACCESS: The provider (collectively with its Affiliates, Network Partner) of the network of which Merchant is a member (the Network) has entered into an agreement (the Network Agreement) with Uplift, Inc. and/or Uplift Canada Services ULC, (collectively, Uplift) to enable its clients (each, a Merchant) to offer consumer financing options solely to residents of the United States and Canada. Merchant’s access and use of the Services through Network Partner’s online or mobile platform (Platform) is conditioned on and subject to the Network Agreement. As used herein, Affiliates are any entities that directly or indirectly control, are controlled by, or are under common control of the applicable party with respect to ownership. CUSTOMER RELATIONSHIP: Merchant may only use messaging mentioning Uplift or the Services that has been approved by Uplift and Uplift’s bank partner(s) and provided through Network Partner. Uplift may use Merchant’s name and logo in accordance with the terms of the Network Agreement. Merchant agrees to refer customers with inquiries related to Uplift or the Services to Uplift. Uplift may enter separate agreements with Merchant’s customers (Uplift Customer Agreement(s)) and Merchant may enter separate agreements with Merchant’s customers (Merchant Customer Agreement(s)). Uplift is not a party under any Merchant Customer Agreement and Merchant is not a party under any Uplift Customer Agreement. When a customer finances purchases using the Services, Uplift assumes all responsibility for processing loan underwriting and management. FRAUD; CANCELLATION FOR FRAUD: Merchant will cooperate with Uplift to prevent fraud and use reasonable efforts to share best practices, share information regarding fraudulent acts and those committing such acts, and meet as necessary to discuss fraud-related issues. Merchant agrees to notify Uplift within 96 hours of detecting fraud associated with customer transactions related to the Services. Merchant will work with Uplift and Network Partner to cancel any affected Uplift loan(s), transaction(s), and booking(s) related to the fraud and return to Uplift the full amount of payment(s) (including without limitation, virtual card payment(s)) made to Merchant with respect to such transaction(s) or booking(s). PAYMENT PROCESSING: Merchant hereby appoints Uplift as Merchant’s payment collection agent solely for the purpose of accepting downpayments from Merchant’s customers on behalf of Merchant. Merchant agrees that a downpayment made by a customer to Uplift for goods or services shall be considered the same as a payment made directly to Merchant, and Merchant will provide the purchased goods or services to the customer in the agreed-upon manner as if Merchant had received the payment directly from the customer. Merchant understands that Uplift’s obligation to transmit such a downpayment to Merchant is subject to and conditional upon successful receipt of the associated payment from a customer. In accepting this appointment as limited payment collection agent, Uplift assumes no liability for any of Merchant’s acts or omissions. Merchant acknowledges that Merchant is responsible for the security of payment card account data to the extent that Merchant could impact the security of Uplift’s systems. USAGE RESTRICTIONS: Merchant agrees not to (i) require, add, or charge any fees, finance charges, or interest to prices charged to customers for the use of the Service or otherwise in connection with applying for or receiving financing pursuant to the Service; (ii) charge a different price or provide varying terms and conditions for goods or services for those customers using the Service as compared to those customers that are not using the Service, or otherwise discriminate among customers in any unlawful way; (iii) use the Services in any unlawful manner, for any unlawful purpose or in violation of applicable laws; or (iv) sell or offer for sale illegal, obscene, dangerous or drug-related materials or firearms or ammunition or any similar material.

Uplift retains all right, title and interest in the Services and all work developed or created by Uplift during the course of providing support or services to Merchant. To the extent Merchant acquires any right, title or interest in any component of the Services, Merchant hereby irrevocably assigns, transfers and conveys to Uplift all of its right, title and interest therein. Uplift shall own any suggestions, enhancement requests, recommendations or other feedback provided by Merchant or Merchant’s customers relating to the operation of the Services. DATA PRIVACY AND SECURITY: Uplift collects Customer Personal Information through certain forms during the customer application process (Forms). In addition, Merchant may automatically populate fields in the Forms (Autofill Feature). Merchant represents and warrants that it has requisite legal authority under applicable law to disclose any Customer Personal Information to Uplift for Uplift’s processing in connection with the Services. Uplift may disclose certain Customer Personal Information to Merchant to carry out a transaction requested or authorized by a customer. Each party acknowledges that it is independently accountable under applicable law for the Customer Personal Information it processes, including any Customer Personal Information that has been disclosed to it by the other party. Merchant shall process Customer Personal Information in accordance with these Terms and applicable law. Uplift shall have independent ownership rights to store and use any and all Customer Personal Information it processes without regard to whether any loan process is completed or not completed or whether Customer Personal Information was collected through direct customer input into a Form or through the Autofill Feature (but such rights will not affect Merchant’s independent rights to Customer Personal Information). Merchant shall only process Customer Personal Information disclosed by Uplift as expressly set forth in these Terms, unless and only to the extent Merchant, in accordance with applicable law, enters into a direct relationship with the customer to whom the disclosed Customer Personal Information relates and ensures it has the requisite legal authority under applicable law to process such Customer Personal Information for purposes that are distinct from the purposes set forth herein. Merchant shall implement and maintain a comprehensive privacy and information security program that includes industry standard physical, organizational, and technological safeguards and measures appropriate to the sensitivity of the Customer Personal Information, which shall include all such safeguards and measures required under applicable law, including administrative, technical, and physical safeguards that are designed to (i) ensure the security and confidentiality of Customer Personal Information; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Personal Information; and (iii) protect against unauthorized access to or use of Customer Personal Information. Merchant agrees to notify Uplift in the most expedient time possible and without unreasonable delay, but in no event more than forty-eight (48) hours unless earlier required by applicable law, upon becoming aware of any actual or alleged breach of the security, confidentiality, or integrity of Customer Personal Information (“Security Incident”). Any filings, communications, notices, press releases or reports related to any Security Incident that identifies or is capable of identifying Uplift must be approved in writing by Uplift prior to any publication or communication thereof. From time to time, upon at least thirty (30) days’ prior written notification and no more than once annually, each party shall have the right to audit (or have its independent auditor audit), at that party’s expense, the other party’s compliance with these Terms. These Terms are governed exclusively by the internal laws of the State of California, without regard to its conflicts of law rules LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOST PROFITS AND LOST SAVINGS) ARISING OUT OF THESE TERMS, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY WILL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, OR IN THE EVENT OF PERSONAL INJURY OR DEATH. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THESE TERMS OR OTHERWISE ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UPLIFT DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL UPLIFT’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED TEN THOUSAND DOLLARS ($10,000). UPLIFT HAS NO LIABILITY UNDER ANY MERCHANT CUSTOMER AGREEMENTS AND MERCHANT HAS NO LIABILITY UNDER ANY UPLIFT CUSTOMER AGREEMENTS. DISPUTE RESOLUTION; ARBITRATION: ANY CONTROVERSY, DISPUTE, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, OR THE INTERPRETATION, ENFORCEABILITY, OR VALIDITY OF THESE TERMS, INCLUDING THE SCOPE OR APPLICABILITY OF THE AGREEMENT TO ARBITRATE, THAT CANNOT BE RESOLVED INFORMALLY BY THE PARTIES (“DISPUTE”) WILL BE SOLELY AND FINALLY RESOLVED PURSUANT TO THIS SECTION (DISPUTE RESOLUTION & ARBITRATION). DISPUTE RESOLUTION: THE PARTIES WILL USE THEIR BEST EFFORTS TO RESOLVE ANY DISPUTE BY GOOD FAITH NEGOTIATION. NO ARBITRATION PROCEEDING MAY BE COMMENCED UNTIL AT LEAST FOURTEEN (14) DAYS AFTER A PARTY’S SENIOR REPRESENTATIVE COMMUNICATES TO THE OTHER PARTY A GOOD FAITH CONCLUSION THAT AN AMICABLE RESOLUTION OF THE MATTER IS UNLIKELY. ANY DISCUSSIONS UNDERTAKEN WILL BE CONFIDENTIAL COMPROMISE AND SETTLEMENT NEGOTIATIONS WITHOUT PREJUDICE TO ANY PARTY’S RIGHT TO ANY OTHER REMEDY IN LAW OR EQUITY OR UNDER THIS AGREEMENT. ARBITRATION: ANY DISPUTE THAT REMAINS UNRESOLVED FOLLOWING THE NEGOTIATIONS WILL BE SOLELY AND FINALLY SETTLED BY CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS AGREEMENT AND, WHERE NOT INCONSISTENT WITH THIS AGREEMENT, WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION, WHICH RULES ARE HEREBY INCORPORATED BY REFERENCE. HE LOCATION OF THE ARBITRATION WILL BE IN SAN FRANCISCO, CALIFORNIA OR, IF BOTH PARTIES AGREE, REMOTELY THROUGH VIDEO CONFERENCE. THE ARBITRATION WILL BE CONDUCTED IN ENGLISH BY A PANEL OF THREE NEUTRAL ARBITRATORS, WITH EACH PARTY SELECTING ONE ARBITRATOR AND THE TWO APPOINTED ARBITRATORS THEN JOINTLY SELECTING THE THIRD. EXCEPT AS MAY BE REQUIRED BY LAW OR EXPRESSLY PERMITTED IN THIS AGREEMENT, THE PANEL IS NOT EMPOWERED TO AWARD PUNITIVE, EXEMPLARY, SPECIAL, SPECULATIVE, INDIRECT, PRE-AWARD INTEREST, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR ANY OTHER SIMILAR DAMAGE OR LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, STATUTES OR REGULATIONS OR ANY OTHER THEORY), ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES OR LOSSES. ALL COSTS AND EXPENSES OF THE ARBITRATORS WILL BE BORNE BY THE PARTIES EQUALLY, AND EACH PARTY WILL BEAR ITS OWN ARBITRATION COSTS, INCLUDING ITS ATTORNEYS’ FEES AND TRAVEL EXPENSES. A REASONED AWARD WILL BE ISSUED IN WRITING BY THE PANEL AND WILL BE FINAL AND BINDING UPON THE PARTIES. IF NOT FULLY SATISFIED WITHIN THIRTY (30) DAYS, SUCH AWARD MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURT AND THE AWARD GRANTED IN ACCORDANCE WITH IT. NOTHING IN THIS AGREEMENT LIMITS THE RIGHT OF A PARTY TO OBTAIN PROVISIONAL, INJUNCTIVE, OR ANCILLARY REMEDIES FROM A COURT OF COMPETENT JURISDICTION BEFORE, AFTER, OR DURING THE PENDENCY OF ANY ARBITRATION. NEITHER PARTY HAS THE RIGHT TO ARBITRATE ON A CLASS OR REPRESENTATIVE BASIS ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE INTERPRETATION, ENFORCEABILITY, OR VALIDITY OF THIS AGREEMENT. EXCEPTIONS TO ARBITRATION. NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT THE FOREGOING DISPUTE RESOLUTION AND ARBITRATION PROVISIONS WILL NOT APPLY WITH RESPECT TO ANY THIRD-PARTY CLAIM IN THE EVENT SUCH THIRD PARTY: HAS INITIATED A LAWSUIT OR OTHER JUDICIAL, ADMINISTRATIVE, OR ARBITRATION PROCEEDINGS AGAINST OR INVOLVING EITHER OR BOTH OF THE PARTIES IN WHICH A DISPUTE WILL BE RESOLVED; OR IS A NECESSARY PARTICIPANT IN ANY JUDICIAL, ADMINISTRATIVE, OR ARBITRATION PROCEEDINGS TO RESOLVE A DISPUTE AND CANNOT BE JOINED BY EITHER OR BOTH OF THE PARTIES IN A RESOLUTION OF SUCH DISPUTE PURSUANT TO THE PROCEDURES SET FORTH ABOVE AND AS SUCH THE PROCEDURE(S) SET FORTH ABOVE IS OR WILL BE INEFFECTIVE AS TO SUCH DISPUTE. SHOULD ANY PORTION OF THESE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS BE FOUND TO BE UNENFORCEABLE, SUCH PORTION WILL BE SEVERED FROM THIS AGREEMENT, AND THE REMAINING PORTIONS WILL CONTINUE TO BE ENFORCEABLE. HOWEVER, IF FOR ANY REASON ALL OF THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS ARE FOUND TO BE UNENFORCEABLE, THEN THE FOLLOWING WILL APPLY INSTEAD: ANY SUIT, COUNTERCLAIM, ACTION OR PROCEEDING ARISING OUT OF OR RELATING THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY, ANY RELATED DOCUMENT OR UNDER ANY OTHER DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THESE TERMS, MUST BE BROUGHT BY EITHER PARTY EXCLUSIVELY IN THE STATE COURT SITUATED IN THE COUNTY OF SAN FRANCISCO, CALIFORNIA OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY APPELLATE COURTS THEREOF FOR THE PURPOSE OF ANY SUCH SUIT, COUNTERCLAIM, ACTION OR PROCEEDING OR JUDGMENT THEREON (IT BEING UNDERSTOOD THAT SUCH CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WAIVES ANY RIGHT TO SUBMIT ANY DISPUTES HEREUNDER TO ANY COURTS OTHER THAN THOSE ABOVE). WAIVER OF JURY TRIAL; NO CLASS ACTION; NO REPRESENTATIVE ACTION: EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY, ANY RELATED DOCUMENT OR UNDER ANY OTHER DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THESE TERMS, AND AGREE THAT ANY SUCH ACTION, SUIT, PROCEEDING OR COUNTERCLAIM WILL NOT BE TRIED BEFORE A JURY AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ENTERING INTO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO AGREES THAT ANY SUCH PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

1 To hyperlink to arbitration section.