San Luis Obispo City Council
October 7, 2025

PN: 3178051 DOC ID: 3 Page 31 of 81
above and instead places a void notice, Customer agrees (i) that Bank may debit the Customer’s account for the payment of such Item and (ii) that Customer will be liable to Bank for any damages Bank may suffer as a result of the Customer’s failure to place a stop payment on such Item.

6. Item Payment.

The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to inspect any Item for the presence or authenticity of any signature or to determine whether any signature is authorized.

The Customer acknowledges that the Bank’s adherence to these procedures in these terms, in lieu of signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account.

7. Over the Counter Presentment and Encashment.

The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch locations. If an Item is presented for encashment or deposit at one of the Bank’s branch locations at the teller line and the account is under the Positive Pay or Payee Verification Service, the Customer authorizes the Bank to pay such Item at the teller line based upon the Issuance Information. If an Item is presented for encashment at one of the Bank’s branch locations at the teller line and the account is under the Reverse Positive Pay Service, (i) the Customer authorizes the Bank to pay such Item pursuant to the Bank’s policies and procedures for encashment, (ii) Customer assumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services; and (iii) Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over-thecounter. The Bank may charge a person who cashes an Item drawn on the Customer’s Account a fee at the time of encashment.

8. Non-Standard Items.

The Service(s) shall not apply to any Item that does not meet the Bank’s set-up requirements for Items to be eligible for the Services (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary) (“Non-Standard Items”). Customer acknowledges that (i) the use of Non-Standard Items may increase the likelihood of fraud, such Non-Standard Items may not be accepted for deposit at financial institutions, and the use of Non-Standard Items may lead to processing delays in the failure of such Non-Standard Items to systemically be matched to the Issuance Information at the time they are presented to the Bank for payment, and (ii) the use of Non-Standard Items may result in the Bank’s fraud protection services not being able to operate as designed such that Non-Standard Items may not be able to be returned within the legal timeframe. Customer acknowledges that Non-Standard Items may be treated as non-cash items for purposes of Regulation CC.

Customer agrees that the Bank may, without liability to Customer, refuse to deposit any Non-Standard Item, including, without limitation, refusing to accept the deposit at any of the Bank’s branch locations. Customer agrees that Customer’s decision to use Non-Standard Items which result in the inability to meet the formatting standards required by the Bank’s Service(s) to operate as designed (systemic matching of the Issuance Information to the Item at the time it is presented for payment) constitutes negligence contributing to the making of an unauthorized signature and/or a material alteration of the Item (collectively “Unauthorized Item”) in situations where a Non-Standard Item is paid against the Customer’s account that the Customer claims is an Unauthorized Item, (a) Customer assumes the risk of loss to the extent that such Service(s) would have detected the Unauthorized Item if it had used check stock that met the Bank’s formatting requirements, (b) Customer shall not claim against the Bank, and the Bank shall have no obligation or liability to Customer to recredit any such account for any such loss, and (c) the Bank will have exercised ordinary care if it pays an Item drawn on any Customer account based upon industry standards without any further inspection of any such Item, even if it is an Unauthorized Item.

9. Incomplete Activations and Service Suspensions.

Customer agrees that the Bank shall have no obligation or liability to Customer in accordance with these Service Terms (i) in the event the Services are suspended by Bank in accordance with the Account Documentation; or (ii) prior to Customer taking all required steps to fully implement the Services (including, without limitation, Customer’s final activation of the Service [i.e., actioning “pending positive pay”] on the applicable Bank electronic channel). Customer also understands that it may be billed for the Services notwithstanding that it has not taken all required steps to fully implement the Services.

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CONTROLLED DISBURSEMENTS SERVICE TERMS V1.4_10_25_13

1. Service.

JPMorgan Chase Bank, N.A. (the "Bank") will provide you (the “Customer”) with controlled disbursement services (the “Service”) in accordance with the provisions set forth in these Service Terms. The provisions of the Bank’s account documentation, including account terms and conditions governing the operation of business accounts and services and other service terms (“Account Documentation”) are incorporated into these Service Terms by reference.

By signing the applicable Account Documentation (as may be amended, modified or supplemented from time to time) or by using or continuing to use the Service, the Customer agrees to these Service Terms. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.

2. Controlled Disbursement Account.

Each controlled disbursement account (“Controlled Disbursement Account”), except as set forth herein, shall be opened and maintained in accordance with the Account Documentation. Customer agrees that if it fails to utilize one of the Bank’s positive pay services on the Controlled Disbursement Account, that failure will constitute Customer negligence contributing to the making of any unauthorized signature and Customer assumes the risk that checks or drafts (“Items”) presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services.

3. Payment of Items.

Bank, on each banking day, will advise Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same-day settlement arrangement.

Bank will honor Items which are properly payable, but shall have no obligation to pay any Item should sufficient immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and the Account Documentation.

4. Over-the-Counter Presentment.

Bank may, without liability to Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch locations.

5. Funding Account for Controlled Disbursement.

Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution (the "Funding Account"). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account.

6. Media.

Bank will transmit to Customer, by the transmission method or media agreed to by Customer and Bank, information regarding Customer’s Controlled Disbursement Account.

7. Routing Transit Number.

Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer.

8. Financial Condition.

In the event of the deterioration of the financial condition of the Customer, as determined in the Bank’s sole discretion, the Bank may immediately terminate the Service, any Service feature, and/or may convert any Controlled Disbursement Account to a stand-alone demand deposit account without prior notice to the Customer.

9. Third Party Usage.

Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer’s Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney’s fees and costs, resulting directly or indirectly from Customer’s breach of this Section 9. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if Customer breaches this Section 9, Bank may immediately terminate this Service or any Service feature upon notice to the Customer

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IMAGE CASH LETTER SERVICE TERMS V2.0_12_27_23

1. Service.

JPMorgan Chase Bank, N.A. (the “Bank”) which may include designated agents of the Bank, will provide Customer with image cash letter services for Checks as defined below (the “Service”) in accordance with the provisions set forth in this document (the “ Service Terms”). The provisions of the Bank’s account documentation, including account terms and conditions governing the operation of business accounts and services and the ACH Origination Service Terms as may be applicable (“Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms.

2. Transmission and Processing.

Customer shall provide through its own methods or devices the captured check images and check data from the Check, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the “Transmissions”) in the format and specifications required by the Bank’s File Standards and within the cut-off times provided by the Bank. Customer authorizes Bank to process the Transmissions as substitute checks, electronic images or photos in lieu, as may be applicable for further clearing through any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions, Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) does not meet the Bank’s or any transferee’s standard requirements for processing, Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further processing. Under this Service, “Checks” shall mean original paper checks and drafts drawn in US dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin Islands), endorsed for deposit to Customer’s account at the Bank. For non-financial institutions the Checks must be made payable to the Customer unless the Bank has agreed to allow the deposit of third-party checks. If the Customer is approved by the Bank for Canadian transmission and processing, “Checks” also include original paper checks and drafts drawn in US dollars or Canadian dollars drawn on banks located in Canada.

3. Image Cash Letter File Deposit Time.

The Transmissions must be sent to the Bank prior to the deposit deadline. Any Transmission will be deemed to have been received by the Bank when the entire file has been written onto the Bank’s system and made available for the Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met.

4. Customer Liability.

Customer shall be solely responsible if any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment-related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of an image or the original Check if requested by the Bank within five (5) business days of such request. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present an original Check more than once through this Service. If the Customer receives a return (substitute check) of the original deposited Check, Customer can deposit the substitute check through this Service; provided however, Customer shall be responsible for any and all losses or claims resulting from the Customer presenting an original Check for payment more than once through any method.

5. Suspension/Cancellation of Service.

Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer’s account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party; provided, however, that the terms of Section 9 will apply to any termination prior to the time period set forth in the Pricing Schedule.

6. Intellectual Property Ownership.

Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest in and to the Bank’s technology will remain solely with Bank or its subcontractors.

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7. WARRANTIES AND DISCLAIMERS.

7.1 CUSTOMER WARRANTY. CUSTOMER WARRANTS AND REPRESENTS TO THE BANK THAT: (A) EACH TRANSMISSION

CONTAINS ACCURATE AND LEGIBLE IMAGES OF ALL OF THE INFORMATION ON THE FRONT AND BACK OF THE ORIGINAL CHECKS AT THE TIME EACH CHECK WAS TRUNCATED; (B) EACH TRANSMISSION ALSO CONTAINS A RECORD OF ALL APPLICABLE MICR-LINE INFORMATION REQUIRED FOR A SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC ITEM SET FORTH IN

REGULATION J AND FEDERAL RESERVE BANK OPERATING CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN REGULATION CC; (D) NO PERSON WILL RECEIVE A TRANSFER, PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED

FOR, THE CHECK (EITHER THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE ORIGINAL CHECK) SUCH THAT THE PERSON WILL BE ASKED TO MAKE PAYMENT BASED UPON A CHECK IT HAS ALREADY PAID; (E) CUSTOMER

WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES AND

FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G) CUSTOMER WILL ONLY TRUNCATE AND CREATE TRANSMISSIONS FOR CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI-MONEY LAUNDERING PROGRAM IN

COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS AND REGULATIONS APPLICABLE TO IT AND SUCH ANTI-MONEY

LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER’S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; (I) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNITIED STATES; AND (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE.

7.2 DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS,

IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND/OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SUBCONTRACTORS

SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION,

TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK’S PROCEDURES. CUSTOMER FURTHER

ACKNOWLEDGES THAT THE SELECTION AND USE BY IT OF ANY THIRD PARTY SECURITY AND COMMUNICATIONS SOFTWARE

AND THIRD PARTY SERVICE PROVIDERS IS THE SOLE RESPONSIBILITY OF CUSTOMER, AND BANK DISCLAIMS ALL RISKS

RELATED THERETO, NOTHWITHSTANDING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND/OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN

ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK’S RECOMMENDED SYSTEM CONFIGURATION.

8. INDEMNIFICATION.

IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK’S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY’S FEES AND EXPENSES OF LITIGATION) RESULTING FROM (i) CUSTOMER’S LACK OF AUTHORITY TO MAKE THE WARRANTIES PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY BANK WITHIN THE SCOPE OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) A BREACH OF ANY

WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW, CLEARING HOUSE RULE OR REGULATION.

9. Pricing Schedule/Volume/Termination Penalties.

Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges/fees and the volumes, as may be stated in the Pricing Schedule. If Customer terminates the Service or the Service is otherwise terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the Service for the period of time the Service was provided to Customer. Such termination fee shall be paid within thirty (30) days’ after the effective termination date.

10. Audit.

Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the Transmissions are processed under this Service upon reasonable prior written notice from the Bank.

11. Customer Offering Mobile Check Delivery Application.

If Customer offers its own customers (“Customer’s Client”) a mobile deposit solution through the Customer’s (or its vendor’s) mobile check delivery application (“Application”), allowing the Customer’s customer to capture pictures of the front and back of eligible Checks from their mobile device and to send the images to Customer through the Application, Customer also represents and warrants the following:
(a) Customer will only send images of Checks that are made payable to Customer.

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(b) Customer has established internal controls and procedures relating to Checks delivered to it through an Application, to comply with the requirements of these Service Terms.
(c) Customer’s Clients are required to enter into the Customer’s Application service terms and conditions or a similar agreement setting forth the Customer’s Client’s obligations and limiting the use of the Application for only original paper checks that are made payable to the name of the Customer. Such terms shall include the Customer Client’s agreement that use of the Application constitutes their issuance and delivery of the Check to the Customer, and the Customer is a holder of the Check (d) Customer prohibits use of the Application from OFAC prohibited countries.

12. Financial Institution Customer.

If Customer is a financial institution and the Checks are drawn on Canadian banks Customer agrees that the Bank will be the bank of first deposit for returns and chargebacks and the Bank is authorized to charge Customer’s Account for any such return or chargeback including any related fees.

13. Online Adjustments Services.

If Bank and Customer agree, Customer will submit its adjustment requests through the web-based SVPCO Online Adjustment Service (“Online Adjustment”) based on the following terms:

For Customers choosing the deposit account option where they settle for the Items through the Customer’s deposit account at Bank (“Deposit Account”) option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended from time to time (“SVPCO Rules”). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online Adjustments (“Form”). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge Customer’s Account for any adjustments and related fees.

Customer agrees that the Bank shall have no responsibility with regard to the adjustment information transmitted through Online Adjustment.

Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online Adjustment will automatically terminate upon the termination or expiration of the agreement covering the SVPCO online adjustment service between Bank and The Clearing House.

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CHECK PRINT SERVICE TERMS V2.2_10_16_24

1. Check Print Services. The Bank will provide the Customer with check print services (the “Check Print Service”) in accordance with these Service Terms. The provisions of the Bank’s Account Terms governing the Customer’s deposit accounts, including any accounts used to fund the purchase of cashier’s checks created through the Check Print Service (“Funding Account”), are incorporated into these Service Terms by reference

2. Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the “Print Order”). Customer agrees that all Print Order requests are for payment of the Customer’s own payment obligations and not for any third party obligations unless explicitly approved by the Bank. Print Order information shall include payee names and addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders, unless Customer has executed the required business associate agreement with the Bank. Print Orders may include printing of non-payment documents (“Documents”) if agreed to by the Bank based upon these Service Terms.

3. Receipt of Print Orders. The Customer shall transmit Print Orders to the Bank’s designated location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comply with these Service Terms.

4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be created; (b) cause a laser facsimile of the signature image provided by the Customer to be placed on the check; (c) if agreed upon, cause other documents to be completed and included with the check issuance (“Documents”); and (d) mail, send by courier or make available for download through the Bank’s internet based check solution along with any Documents as agreed upon (collectively, the “Issuance”). The Customer expressly grants the Bank the authority to create and process such Issuances and agrees that the signature template that is provided to the Bank (even if provided in blank form) is the authorized signature of the Customer for the checks created under this Check Print Service.

5. Digital Check Delivery. The Bank reserves the right to provide a digital transmission of the check to the payee or payee’s designated agent as an alternative to physical check printing and delivery. This digital transmission may include, but is not limited to electronic checks, or other digital formats as determined by the Bank. The Bank shall not be liable for any issues arising from the digital transmission of checks, including but not limited to delays, errors, or non-receipt by the payee, provided that the Bank has taken reasonable steps to ensure the successful transmission

6. Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Check Print Service or given electronically, orally, by telephone or facsimile transmission.

7. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein.

8. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the Bank’s acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms unless it is agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change.

9. Limitation of Liability.

The Bank’s liability shall be limited to direct damages caused by the Bank’s failure to use reasonable care. Reasonable care in providing the Check Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful.

10. Cashier’s Checks. If the Bank agrees to create cashier’s checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier’s check print file information (“File Information”) to the Bank by the Bank’s cut off time on a given day (“Day One”); (b) the Customer authorizes the Bank to debit the Customer’s Funding Account for the amounts shown on the File Information on Day One; (c) as the cashier’s checks from the File Information are being processed, the account reconciliation issue file (“ARP File”) must match the date of funding found in the File Information of the next banking day (“Day Two”); (d) for any cashier’s check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier’s check, the Bank is authorized to reject the creation of such cashier’s check; (e) fully funded cashier’s checks will be printed on Day Two; (f) if the Customer is using one of the Bank’s online services, Customer will be able to view information regarding the cashier’s checks which were funded and created and those that were rejected; (g) any information from the File Information which cannot be used to create a cashier’s check will be communicated to the Customer for further research and reconciliation; (h) if any cashier’s check is returned as undeliverable, the cashier’s check will remain outstanding in the Bank’s cashier’s check account and escheated according to applicable laws and regulations. If the payee of a cashier’s check claims that the cashier’s check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank’s procedures.

11. Limitations. Customer agrees that it will not include any requests for conditions or restriction in its Print Orders, and, if the Customer nonetheless adds a condition or restriction in its Print Order, the Bank is not required to comply with any such condition or restriction when paying the check.

The Bank may pay any check resulting from a Print Order as if the condition or restriction was not on such check, and the Bank shall not be liable to Customer or any third party for paying a check as if the condition or restriction was not on such check.

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ACH TAX PAYMENT SERVICE TERMS V1.2_04_30_25

1. Service. Bank will provide a service (the “Service”) whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay:
• any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time;
• certain state taxes; and
• certain municipal taxes.

Bank may pay taxes from Customer’s account in accordance with any instructions issued in Customer’s name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be bound by the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”).

2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receive instructions, including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, “Business Day” means a day on which the Bank is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined).

The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an “International ACH Transaction” (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an “International ACH Transaction” (or IAT). Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via the Service which should have been formatted under the NACHA Rules as an IAT.

3. Tax Payment Security Procedures.
(a) A Bank-issued or approved access code and PIN and/or other security device (“Security Device”) is required to access the Service. The Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the “User Guide”). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same. (b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone telephone access.

Customer shall designate an administrator (the “Administrator”) who shall have authority in accordance with the operational instructions for the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i) designating individuals as users (“Authorized Users”); (ii) identifying the functions of the Service; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each Authorized User of his/her obligations hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank’s request, a list of Authorized Users.

4. Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the internet and the Bank’s security procedures. The Customer further acknowledges that the selection and use by it of any third party security and communications software and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank’s recommended system configuration.

5. Funding. Customer authorizes Bank to debit Customer’s applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event Customer does not have sufficient funds in Customer’s applicable account to cover the amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay Bank the amount of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding files of tax payments that Bank will release on customer’s behalf. Bank may change or cancel the limits any time without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority.

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6. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the NACHA Rules.

Customer further represents and warrants to Bank that: (i) Customer shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer acknowledges that payments may not be initiated that violate the laws of the United States.

Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorney’s fees and costs) resulting directly or indirectly from (a) Customer’s breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment, reversal or recall of any tax payment.

Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing authority in processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment.

7. Stop Payments; Reversals and Recalls. Customer’s instruction to stop payment of, reverse or recall one or more tax payments must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank’s procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified.

8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24-hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies.

9. Limitation of Liability. Bank’s maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. Customer will be responsible for monitoring and adhering to Internal Revenue Service or Electronic Federal Tax Payment Service requirements and timeframes applicable to its specific tax payments and Bank will have no liability or responsibility for any penalties or losses incurred by Customer resulting from Customer’s non-compliance with such requirements.

10. Incorporation of Account Documentation; Termination. The Bank’s terms governing the operation of business accounts and services (“Account Documentation”) are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank’s termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer’s breach of the NACHA Rules.

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REMOTE CAPTURE SERVICE TERMS V1.4_07_21_23
Remote Capture is a remote scanning service that processes remittances and promotes Customers’ efficiency in their businesses. Through this service, the Customer’s remittance deposits can be imaged and transferred to JPMorgan Chase Bank, N.A. (the “Bank”) via a Bank supplied data platform for further processing and posting to the Customer’s deposit account.

1. Service
The Bank, which may include designated agents of the Bank, will provide Customer with Remote Capture services solely for domestic transactions (the “Service”) in accordance with the provisions set forth in this document (the “Service Terms”). The Service allows Customer to electronically transmit deposits of eligible checks and items (eligible checks and items are limited to personal checks, money orders, business checks, cashier’s checks, traveler’s checks, if the scan of the check or item (i) originated within U.S. borders, (ii) is payable in U.S. Dollars, and (iii) is drawn on U.S. banks or U.S. Postal Service Money Orders, payable to the Customer) by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a “Scanner”), to create an electronic image of an original paper check or item and other paper source documents (collectively, “Item”) and transmitting the image of the Item (“Item Image”) and related data within the U.S. to Bank. The provisions of the Lockbox Service Terms, Account Terms, J.P. Morgan Treasury Services Electronic Channels Service Terms (“the “Channels Terms”) , and any other applicable Service Terms as may be amended from time to time (collectively, the "Account Documentation") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail.
a. Customer agrees that after the Item Image has been created and transmitted to the Bank for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures for the secure storage and destruction of the original Items.
b. Customer agrees that a copy made from the Item Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. c. Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However, Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank’s sole discretion.

2. Processing
Customer shall provide through Bank approved devices, including a desktop scanner or mobile device, the Item Images in the format and specifications and in accordance with the procedures required by the Bank. The Bank may process the Items as substitute checks, electronic images or photos-in-lieu, as may be applicable for further clearing through another financial institution, clearinghouse or the Federal Reserve Bank.

Customer assumes sole responsibility for the creation of these images and their subsequent provision to the Bank. If any Item Image does not meet the Bank’s or any transferee’s standard processing requirements, in processing such Items, Customer assumes all risk of loss or delay and authorizes the Bank to either (a) return the Item to the Customer without further processing, (b) process the Item as sent from the Customer, (c) process the Items as photos--in-lieu of the originals, or (d) repair or attempt to repair the items for further processing. Access to the Item Images and the use of a mobile device in conjunction with the Service are governed by the Channels Terms , as may be amended from time to time.

3. Deposit Time
Item Images are deemed received by the Bank when the Item Images have been transferred onto the Bank’s system and validated by the Bank.

Based upon the size of the batch of items, there may be a significant delay between the time Customer begins to send the items and the completion of the transfer as stated above. If Bank receives and validates the submitted deposit transmission no later than the Bank’s designated cut off time (the “Cutoff Time”) on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays (“Business Day”), Bank will consider that Business Day to be the day of deposit (i.e., the date deposit is credited). If Bank receives and validates the submitted deposit transmission after the Cutoff Time or on a non-Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be determined by the time displayed on the Bank’s internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer’s computer or device. For this reason, Bank suggests that Customer submit its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time.

4. Foreign Items
The Service only accepts and processes Items drawn on U.S. chartered banks, whose image originates within U.S. borders.

5. Warranties.

5.1 Customer represents and warrants to Bank that:
• Customer will capture and transmit all Item Images using Bank approved hardware and software applicable to the Service’s function; • Any image Bank receives accurately and legibly represents all of the information on the front and back of the Item as of the time the Item was truncated;
• The information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR-line information required for a substitute check and the accurate amount of the Item; • The Item Image conforms to the technical standards for an electronic Item set forth in Regulation J or Federal Reserve Bank Operating Circular 3, and for a substitute check set forth in Regulation CC;

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• No person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item it has already paid; • Customer will not redeposit through this Service any Item previously deposited and returned to Customer; • Customer will employ commercially reasonable security measures, including firewalls, sufficient to protect against unauthorized access or duplicate presentment;
• Customer will only transmit Items that originated as paper checks; • Customer will comply with all applicable laws and regulations; • Customer will not originate any use of the Service for any purpose outside the U.S. borders. Such origination includes, but is not limited to, the capture and transmission of check images from outside of the U.S. • Customer will not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority; and
• If the Customer is depositing Items on behalf of third parties, the Customer also represents and warrants to the Bank that with respect to each Item deposited through the Service, the owner of the Item has authorized the electronic transmittal of the Item and guarantees all prior endorsements; Customer has established an anti-money laundering program in compliance with anti-money laundering laws and regulations applicable to it and such anti-money laundering program includes policies, procedures and controls designed to detect and prevent money laundering, including “know-your-customer” policies and procedures, monitoring of transactions for suspicious activities and reporting of suspicious activities, which Customer believes effectively prevents the use of Customer’s operations, personnel or facilities for money laundering purposes.

6. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discretion.

Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified features when they become available, Customer agrees to be bound by the rules concerning these features.

7. Disclaimer.

Bank makes no representations or warranties, whether express, implied or statutory regarding or relating to any of the software, capture devices or other hardware and/or access to or use of them or the related materials and the Service. Bank specifically disclaims any and all implied warranties of merchantability and fitness for a particular purpose and non-infringement. Bank and its subcontractors also do not guarantee that Customer’s access to the Services will be uninterrupted, error free or secure.

8. Indemnification.

Customer agrees to indemnify and hold the Bank harmless for any loss or expense (including attorney’s fees and expenses of litigation) resulting from: breach of any of the warranties made by Customer pursuant to these Service Terms or the Lockbox Service Terms; any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21st Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearing house rules applicable to Items as either the bank of first deposit, truncating or reconverting bank.

9. Customer Liability.

Customer shall be solely responsible if any item for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement, warranty claims or return. Information and data reported under these Service Terms: (a) may be received prior to final posting and confirmation and are subject to correction and (b) are for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment-related information as received from the Customer. Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer agrees to provide a legible copy of an image or the original Item if requested by the Bank. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Item.

10. Suspension/Cancellation of Service.

Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer’s account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party.

11. Intellectual Property Ownership.

Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest in and to the Bank’s technology will remain solely with Bank or its subcontractors.

Audits. Customer agrees that the Bank shall have the right to audit Customer’s books, records, processes and procedures for managing and maintaining the security and safety of the scanners, transmissions and original Items, including the right to audit Customer’s and Customer’s agents, if any, physical locations where Customer scans original Items and processes electronic check images and data related to the Service. Customer agrees that the use of scanners, including mobile devices, in conjunction with this Service must originate within the United States.

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J.P. MORGAN TREASURY SERVICES ELECTRONIC CHANNELS V4.4_01_24_25

SERVICE TERMS

1. Service and Service Terms.

The Bank will provide a service (the “Service”) for electronic access to the Customer’s account information, reports and data (collectively, “Data”) and for the electronic transmission to the Bank of messages, service requests, and payment and non-payment instructions (each an “Instruction”) and from the Bank of messages, notifications and alerts, via the J.P. Morgan Access® Online, J.P. Morgan Access® Mobile, J.P. Morgan Host-toHost/managed file transfer and J.P. Morgan Treasury Services API channels. The Bank reserves the right to modify the applications and products available via the Service. The Service is governed by these terms (the “Service Terms”), which incorporate the Bank’s terms governing the business accounts and services, including service terms that govern the Bank’s processing of Instructions transmitted via the Service (collectively, the “Account Documentation”), as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. Capitalized terms used in these Service Terms, and not otherwise defined, have the meaning set forth in the Global Account Terms or other account terms applicable to the Customer. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.

2. Security Procedures and Other Controls

2.1. General. The security procedures for each channel are set forth below, as may be modified on notice to the Customer through any medium (each, a “Security Procedure”). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Controls unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank, as well as any subsequent modification to the procedures and requirements that are designed to strengthen the Security Procedures.

2.2. Security Procedures and Other Controls for Access Online and Mobile Channels.

2.2.1.Access Online. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Access Online channel is validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), validation of a token code generated by a Bank issued or approved security device (which, for the avoidance of doubt, includes software and hardware used to generate “soft tokens” on a mobile device )(“Security Device”) assigned to that Authorized User and Bank transaction review as specified in Section 2.5.

2.2.2.Access Mobile. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Access Mobile channel is (i) validation of the registration with the Bank of the mobile device used in the transaction, biometric identity verification of the Authorized User by a Bank-issued or approved method, entry of an accompanying PIN of an Authorized User (as defined in Section

2.6 below) and transaction review as specified in Section 2.5; (ii) validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), a token code generated by a Security Device assigned to that Authorized User and transaction review as specified in Section 2.5 or a combination of three or more factors in (i) and (ii).

2.2.3.Controls Offered to Customer. For Access Online and Mobile, the Customer may choose to apply certain controls offered by the Bank to the Customer from time to time designed to reduce the Customer’s risk of unauthorized transactions. The Customer is responsible for choosing controls that are appropriate for the Customer taking into account, among other things, the nature and scale of the Customer’s business, including the size, type and frequency of payment orders normally issued to the Bank, and the nature of its technical environment, internal accounting controls and information security policies and procedures (collectively, “Customer Internal Controls”). The Security Procedure that is established by agreement of the Customer and the Bank herein is established in view of the Customer Internal Controls applied by the Customer. For the avoidance of doubt, none of the controls described in this Section are part of the Security Procedures for the channels.

2.3. Security Procedures and Certificate Procedures for Host-to-Host/Managed File Transfer Channel. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Host-to-Host/managed file transfer channel is authentication of a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the “Signature Certificate”) and transaction review as provided in Section 2.5. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of a corresponding security key (the “Transport Certificate”) and the Signature Certificate. Each of the Signature Certificate and the Transport Certificate are referred to herein as a “Certificate” and the corresponding security key as a “Security Key”.

2.3.1.Certificate Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for Certificates and Security Keys notified to the Customer, including but not limited to Certificate validity period, key strength and cryptographic specifications, as amended from time to time. Any request to the Bank to add, update or delete a Security Key shall include the applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and any other information in the manner and form designated by the Bank. The Bank shall have the right to rely on any request that the Bank believes in good faith to have been sent by the designated security administrator ("Security Administrator"), notwithstanding that such Security Administrator may be a third party acting on behalf of the Customer.

2.3.2.Certificate Expiration. Notwithstanding any courtesy notifications the Bank may send to the Customer regarding the Customer's impending Certificate expiration, the Customer acknowledges that it is the Customer's sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Certificate. To allow

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for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration.

2.4. Security Procedure and Certificate/Token Procedures for API Channel. The Security Procedure for verifying payment Instructions given in the Customer’s name via the API channel is authentication of a Signature Certificate and transaction review as provided in Section 2.5.

2.4.1.Secure Session. The Customer and the Bank will establish a secure session between the Customer and the Bank by validation of either (i) a Transport Certificate or (ii) a Bank-generated token (“API Token”).

2.4.2.Certificate Procedures and Requirements. The Customer and the Bank will use the procedures set forth in Sections 2.3.1 and 2.3.2 for the use of Certificates for the API channel.

2.4.3.API Token Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for API Tokens, as amended from time to time, including but not limited to the generation and safekeeping of any credentials used for the validation of the API Token, notified to the Customer. The Bank shall have the right to revoke an API Token at any time, including in reliance on a request or communication related to an API Token that the Bank believes in good faith to have been sent by the Security Administrator, notwithstanding that such Security Administrator may be a third party acting on behalf of Customer. Any request to the Bank to update an API Token shall be made solely in the manner and form designated by the Bank.

2.5. Transaction Review. In addition to the Security Procedures described above, the applicable Security Procedure for each channel also includes transaction review based on various risk characteristics. The transaction review shall be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call-back verification, may be required to complete certain transactions identified by the Bank through transaction review.

2.6. Confidentiality/Security Breach. The Customer will be responsible for safeguarding and ensuring that the Security Procedures, Security Devices, API Tokens and any credentials used for the validation of the API Token are known to and used (i) in the case of Access Online and Mobile, only by individuals designated as users by the Security Administrators (“Authorized Users”), or, (ii) in the case of the Host-toHost/managed file transfer and API channels, only by the Security Administrators, as applicable. The Customer shall notify the Bank immediately in the event of any loss, theft or unauthorized use of a Security Procedure, a Security Device, API Token, any credentials used for the validation of the API Token or any other breach of security. The Bank may dishonor or disable any Security Device, API Token, any credentials used for the validation of the API Token or any aspect of the Security Procedures at any time without prior notice and will inform the Customer of the same. In addition, each Customer must implement its own physical and logical security, as well as management controls, that appropriately protect the hardware, software, and access controls used in the transaction process from unauthorized access and use.

2.7. Security Administrator Designation. The Customer shall designate Security Administrators who shall have equal authority as specified in Section 2.8 below. The Bank is entitled to rely on any such designation of a Security Administrator. The Customer agrees to notify the Bank of any change in Security Administrators in the manner and form designated by the Bank. Any such change shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it.

2.8. Security Administrator Responsibilities. Each Security Administrator shall be authorized by the Customer to and be responsible for (i) designating individuals as Authorized Users with respect to the Access Online and Mobile channels; (ii) identifying the functions of the Service that each Authorized User may access; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements with respect to the Access Online and Mobile channels; (iv) managing the Customer’s Certificates and corresponding Security Keys or API Tokens and any credentials used for the validation of the API Token with respect to the Host-to-Host/managed file transfer and API channels, as applicable; (v) receiving and distributing materials, notices, documents and correspondence relating to the Security Procedures, as applicable; and (vi) advising each Authorized User of his/her obligations hereunder or under any of the applicable Account Documentation.

The Security Administrators shall provide to the Bank, upon the Bank’s request, a list of Authorized Users for the Access Online and Mobile channels. In the absence of a valid designation of a Security Administrator at any time or in the event that, after reasonable efforts, the Bank is unable to contact a Security Administrator, the Bank may deliver Security Devices, API Tokens (and any attendant credentials) and materials and deliver/receive Security Keys to/from any person authorized to act on behalf of the Customer with respect to the Accounts.

2.9. Processing. The Customer acknowledges that the application of the Security Procedures and any controls unilaterally implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction.

3. Open Network Access; Equipment
THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL

WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY

DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR

PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT

OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE, WITHOUT DELAY OR UNINTERRUPTED.

The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, “System”) necessary for the Customer to access and use the Service in accordance with the Bank’s recommended system configuration. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software.

The Customer shall at all times maintain current and effective anti-virus, anti-spyware or other security software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an

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independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks and liabilities associated with the operation, performance and security of its System and the use of the Internet or other open networks, failure or use of Customer’s or third party equipment, hardware, browsers, operating systems and/or other software or programs, and services or persons outside of the Bank’s control, and the Bank disclaims all such risks. The Customer shall not use any equipment, hardware, software or program that harms the Bank. The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses arising, directly or indirectly, from the Customer’s use of Customer’s or third-party software or program. The Bank may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity.

4. Instructions; Data

4.1. The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions given to the Bank’s in the Customer’s name and verified through the applicable Security Procedure.

4.2. The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations designated by the Customer, including but not limited to email addresses, fax and telephone number(s).

5. Customer Warranties
The Customer represents, warrants and covenants to the Bank that: (i) prior to submitting any document or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred to in such document or Instruction all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing or electronically the geographic location of its Authorized Users and shall provide all updates to such information; (iii) the Customer shall not access the Service from any jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized; and (iv) the Security Procedures offered to the Customer conform to the Customer’s wishes and needs and the Customer has not requested Security Procedures other than those expressly agreed by the Customer and the Bank. The Customer hereby represents, warrants and covenants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms.

6. Miscellaneous

6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer’s Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction set forth in the attached Exhibit shall apply to the use of the Service by such Authorized Users.

6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, USA (without reference to the conflict of laws rules thereof).

6.3. All disputes relating to or in connection with these Service Terms solely arising outside the United States shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (i) Singapore where the dispute arises solely in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English, except that (a) disputes solely between a Customer domiciled in the People’s Republic of China and JPMorgan Chase Bank (China) Company Limited shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with its rules in effect at the time an application is made, with the place of arbitration being Beijing and the arbitration being conducted in English; and (b) disputes involving a Customer domiciled in Taiwan shall be irrevocably submitted to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City.

7. Mobile

7.1. Accepting use of the Bank’s SMS text notification service and/or Access Mobile channel constitutes the Customer’s authorization for the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer’s agent. Such providers may not encrypt communications.

7.2. Authorized Users may be required to accept an application agreement or license in order to download Access Mobile. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services.

7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.

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EXHIBIT A - JURISDICTION SPECIFIC PROVISIONS
A. Australia & New Zealand
To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, (“GST”), the fees payable in respect of that taxable supply (“original amount”) will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount.

B. People’s Republic of China (PRC)
The Customer can access the Access Online channel via the URL: https://access.jpmorgan.com/. In terms of emergency or any other questions in relation to its access or use of the website or the Service, the Customer may refer to the contact information on the website or contact its representative of the Bank.

C. Indonesia
The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms.

Section 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.”
D. Malaysia/Labuan
In relation to accounts held in Malaysia (excluding Labuan) and/or where the Service is provided in Malaysia (excluding Labuan) references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank Berhad. In relation to accounts held in Labuan and/or where the Service is provided in Labuan, references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank, N.A., Labuan Branch. The Service provided by J.P.

Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and the Customer undertakes not to access or utilize or attempt to access or utilize the Service through any other JPMorgan website.

E. Republic of China (Taiwan)
The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service.

F. European Union.

The Customer acknowledges that it is not a "consumer" for the purpose of the European Union’s Electronic Commerce Directive (“ECD”) (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non-consumer may agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com.

The Bank will collect information about the Customer and the Customer’s employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the data protection law. Such personal data may be collected by or on behalf of the Bank in a number of ways (the “Collection Methods“), including via documentation relating to the provision to or use by the Customer of electronic banking services or via the Customer’s use of such electronic banking services and via other correspondence or communications between the Customer and the Bank.

Details of the Bank’s processing activities of personal data can be found in its EMEA Privacy Policy, which is available on the Bank’s website at www.jpmorgan.com/privacy/EMEA. The Bank’s EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customer’s underlying data subjects.

The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will provide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable data protection and privacy laws.

G. Abu Dhabi Global Market
The Bank may collect information about the Customer and the Customer’s employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the applicable data protection laws, including the ADGM Data Protection Regulations 2021. Such personal data will be processed in accordance with the Bank’s EMEA Privacy Policy, accessible through www.jpmorgan.com/privacy/EMEA. The Bank will only process the personal data as described in and for the purposes detailed in such EMEA Privacy Policy. The EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customer’s underlying data subjects.

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The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will provide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable data protection and privacy laws, including the ADGM Data Protection Regulations 2021.

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HEALTHCARE LINK SERVICE TERMS V1.3_08_25_22
J.P. Morgan Chase Bank, N.A., which may include its designated affiliates and agents (the "Bank"), will provide to Customer the services (as elected by and applicable to Customer) described below as part of Bank’s Healthcare LinkSM Service. The Bank reserves the right to modify the applications and products available via the service. The services are governed by these terms (the “Service Terms”), which incorporate the Bank’s standard account terms and conditions governing the operation of business accounts and services as well as other applicable service terms, service guides or materials (the “Account Documentation”), as the same may be amended or otherwise modified from time to time. By acknowledging or signing the Account Documentation or by using or continuing to use the Services described herein, Customer agrees to these Service Terms. Capitalized terms used herein and not otherwise defined shall have the meaning specified in the Account Documentation. J.P. Morgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.

1. Service. Bank will provide to Customer some or all of the services generally described below in connection with Bank’s Healthcare LinkSM Service, all as elected by Customer and agreed to by Bank. The following shall be performed by Bank in accordance with its standard operating procedures applicable to the service(s) elected:

A. Remittance Data. Bank may receive and process remittance information and related correspondence, both paper and electronic, for health care claims payments (by way of example, Explanations of Benefits or “EOBs” and Electronic Remittance Advices or “ERAs”). Remittance information for healthcare claim payments, whether received electronically or in paper format, may be referred to herein as “Remittance Data”.

B. Payment Data. Bank may re-associate payment data made to Customer by third party payers (“Payment Data”) with Remittance Data.

C. Data Delivery. Remittance Data and Payment Data (as applicable) may be made available electronically to Customer following processing by Bank. The format and timing of transmissions of Remittance Data and Payment Data will be as mutually agreed by Bank and Customer.

D. Web Presentment. Bank may make Remittance Data and Payment Data available to Customer via a web interface.

E. Workflow Services. Bank may make additional services available through a web interface that will allow Customer to perform certain agreed online remittance management activities or other workflow-related tasks such as management of denials, reconciliation and/or secondary claim submission.

2. Data Retention. Images of checks and documents will be retained for the period of time mutually agreed to by Bank and Customer; provided, that in no event shall such time period exceed Bank’s then-current standards for data retention.

3. Security. Bank will specify security procedures ("Security Procedures") for receiving and accessing Remittance Data and Payment Data and for accessing online services. Customer will comply with the Security Procedures, as the Bank may revise the same from time to time.

4. Third Party Provider of Customer. In situations where Customer has requested that Bank work with Customer’s third party provider (“Customer’s Agent”) in connection with the services elected by Customer: (a) Customer is responsible for all actions taken or not taken by Customer’s Agent and Customer is responsible for all costs and expenses of Customer’s Agent; (b) Customer agrees to cooperate with Bank regarding any request for information concerning Customer’s Agent, though Customer also agrees that Bank has no responsibility or obligation to inquire as to the authority of Customer’s Agent or with regard to any action taken or not taken by Customer’s Agent on Customer’s behalf; (c) Customer hereby authorizes Bank to communicate directly with and provide information and data directly to and to receive information and data directly from Customer’s Agent on any and all matters related to the services provided on behalf of or for the benefit of Customer; and (d) Customer shall notify Bank immediately if Customer suspects or becomes aware of any activity or transaction of Customer’s Agent that Customer believes may be of an illegal or illegitimate nature.

5. Other Service Providers. Nothing express or implied in these Service Terms prohibits Bank from performing the services itself, through an affiliate or by contracting with a third-party contractor to assist Bank in the performance of the services hereunder including, without limitation, an affiliate or third-party contractor located outside of the United States of America. Bank may add or change subcontractors at any time without notice.

Bank may terminate the services, including the ability of Customer to access images of checks and documents as provided herein, if any third-party processing agent ceases to provide some or all of the processing or performance of the services being provided under these Service Terms.

6. Accuracy; Legibility. Customer will provide and ensure that Customer’s Agents provide the information determined by Bank to be necessary to satisfy its responsibilities under these Service Terms in a format required by Bank. All information shall be provided to Bank in the time and in the method required by Bank. Bank shall assume that all such information provided to Bank by Customer, Customer’s Agent(s), another processing area of Bank (for example, Bank’s lockbox processing area) or any other third party (for example, an insurance company or other payer) is complete and accurate, and Bank is under no duty to question the completeness or accuracy of such information. Customer acknowledges that Bank cannot perform its duties under these Service Terms without complete, accurate and timely information and that Bank shall have no liability to Customer as a consequence of incomplete, inaccurate and/or untimely information provided to Bank.

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ELECTRONIC SIGNATURES SERVICE TERMS V1.4_11_17_20
These Service Terms set forth the terms and conditions upon which the Bank will accept documents and Instructions related to the Account and Services (including commercial card services, if applicable) signed by any person authorized to sign such documents on behalf of the Customer (“Authorized Signer”) using an electronic signature (“E-Signed Document”). The provisions of the account documentation, including terms and conditions governing the operation of Accounts and Services (“Account Documentation”) are incorporated into these Service Terms by reference.

Capitalized terms used in these Service Terms, unless otherwise defined herein shall have the meanings set forth in the Account Documentation.

Neither the Customer nor the Bank are obligated to use or accept electronic signatures. The Customer may request that a document presented to it through a Platform be provided for manual signature. The Bank may require that the Customer provide a document or instruction manually signed by an Authorized Signer along with evidence of the Authorized Signer’s authority to execute such document or instruction.

1. Eligible Platforms. By using an eligible e-signature platform (“Platform”) to send an E-Signed Document to the Bank, the Customer shall be deemed to accept these Service Terms and provide consent to use the below Platforms to send and receive any document and information related to the Account and Services (including commercial card services, if applicable) to and from the Bank, which for the avoidance of doubt shall be binding on the Customer (to the exclusion of any terms and conditions provided by the Customer). The Bank only accepts E-Signed Documents signed through Platforms acceptable to the Bank on the terms set forth herein. The Bank may accept E-Signed Documents signed through a Platform in instances where the signing event was initiated by the Bank or internally by the Customer. A list of Platforms is available from JPMorgan upon request. E-Signed Documents signed through a Platform must include a signature panel or other indicator evidencing the document has not been modified since the signature was applied and a certificate of completion or audit trail providing details about each signer on the document, which must include, at a minimum, the signer’s email address and timestamp (“Completion Document”).

2. Configuration of Platforms. The Customer is responsible for its own use and configuration of each Platform. Security features (including, without limitation, encrypted messages, additional authentication requirements or features designed to prevent a document from being reassigned to another individual for signature) are included on the Platform for the benefit of the Customer (including, without limitation, to mitigate against fraud). By choosing not to use (or, in the case of encryption, not having the capability to use) any one or more security features, the Customer accepts the risks associated with not using such security measures. The Bank is not liable for any loss suffered by the Customer as a result of the Customer not using such security measures. The designated recipient of an email received from a Platform may not forward such email to another person for e-signature. If a document is misdirected, the recipient should contact the Bank or use functionality within the Platform to reassign the document to an Authorized Signer. The representations and warranties given by the Customer in these Service Terms will in no way be affected by a Customer’s choice not to use a security feature.

3. Authority Documents; Personal Data. The Customer has separately provided the Bank with documentation (i) showing or certifying the authority of its Authorized Signers to sign documents on behalf of the Customer and (ii) containing the correct name, business email address, and telephone numbers (“Personal Data”) for each Authorized Signer (“Authority Documents”). The Customer represents and warrants that the information contained in the Authority Documents is accurate and complete, and that the Customer will promptly notify the Bank if there are any changes to the Authority Documents, including if an Authorized Signer’s authority is modified or revoked. The Bank is authorized to rely on the information set forth in the Authority Documents until it receives and has had a reasonable time to act on such notice. In instances where the Bank initiates the signing event, the Bank will share Personal Data with the Platform for the sole purpose of facilitating the e-Signing process, and the Customer and Authorized Signer hereby, and by executing an E-Signed Document, consent to the sharing of such information and waives (to the extent permissible) any restrictions on sharing such information under applicable law, including banking secrecy, if applicable.

Personal Data will be kept by the Platform for the duration of the e-Signing process and will be deleted after a period of two years.

4. Bank’s Review of E-Signed Documents. Upon receiving an E-Signed Document, the Bank will review the applicable Completion Document and current Authority Documents to (i) to verify that the signer of the E-Signed Document is an Authorized Signer, and (ii) verify that the email address associated with the electronic signature on the E-Signed Document is the email address of an Authorized Signer. The Bank will not verify whether the electronic signature in an E-Signed Document matches the specimen signature held by the Bank. The Customer agrees that verification of each E-Signed Document in accordance with this paragraph shall be deemed as prima-facie evidence of its having been duly executed by the Authorized Signer whose electronic signature appears thereon.

5. Customer Representations and Warranties; Acknowledgements. The Customer represents and warrants on a continuous basis that (i) each E-Signed Document has been validly executed by duly Authorized Signer(s) in accordance with the requirements of applicable law in the Customer’s place of incorporation and, to the extent relevant, the Customer’s constitutional documents; and (ii) each E-Signed Document constitutes a valid, legal, enforceable and binding obligation of the Customer. The Customer acknowledges that the Bank has relied on the foregoing representations and warranties when accepting E-Signed Documents. The Customer confirms that each E-Signed Document constitutes an electronic record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such printed copies will be treated to the same extent and under the same conditions as other original business records created and maintained in documentary form.

The Customer represents and warrants that it has commercially reasonable policies and procedures intended to prevent unauthorized access to email messages delivered to any Authorized Signer at the Authorized Signer’s business email address, which include the following: (i) each Authorized Signer is assigned a unique business email address; (ii) the Authorized Signer’s access to the business email account requires at least the use of a unique username and password; and (iii) the Authorized Signer is required to maintain the security of the log-in password and other security used to access the business email account and not to reveal them to any other person.

6. Limitation of Liability; Indemnification. Bank assumes no responsibility or liability arising from operation of a Platform or the transmission, treatment or storage of any data by a Platform, including, without limitation, any Personal Data. In consideration of the Bank accepting E-Signed Documents, the Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from

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and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of or resulting from the Bank’s reliance on these Service Terms or on an E-Signed Document executed on behalf of the Customer.

7. Governing Law. Without prejudice to any other provision in the E-signed Documents relating to governing law, these Service Terms and any non-contractual obligations arising out of or in relation to its terms shall be (i) with respect to Accounts located in North America, Central America, South America, Asia (except the People’s Republic of China (“PRC”), India and Vietnam), Australia and New Zealand, governed by and construed in accordance with the laws of New York (except as set forth herein), (ii) with respect to Accounts located in Europe, the Middle East and Africa, governed by and construed in accordance with the laws of England, (iii) with respect to Accounts located in India, governed by and construed in accordance with the laws of India, (iv) with respect to Accounts located in the PRC, governed by and construed in accordance with the laws of the PRC, (v) with respect to Accounts located in Vietnam, governed by and construed in accordance with the laws of Vietnam, and (vi) with respect to commercial card services, governed and construed in accordance with the laws of New York. Any disputes arising out of or relating to its terms or any non-contractual obligations arising out of or relating to its terms will be submitted for resolution to the exclusive jurisdiction of the courts of the country or state at which the relevant Account is located, without reference to the conflicts of laws provisions thereof, provided, however, for Accounts located in the PRC, any such disputes will be submitted for resolution to the China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration and the hearing place shall be Beijing. The Customer agrees that Personal Data will be subject to the laws and legal procedures of the jurisdictions where Platform’s databases are located and to the Platform’s data retention policy.

8. Entire Agreement. These Service Terms shall constitute the entire agreement between Bank and Customer with respect to the use and acceptance of electronic signatures related to the services provided under the Account Documentation. Therefore, any terms and conditions displayed through a Platform, on the Platform’s website, or on the Customer website, or any other Customer terms and conditions, related to the use and acceptance of electronic signatures shall not be binding on Bank or the Customer.

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J.P. MORGAN DIGITAL BILL PAYMENT SERVICE TERMS V1.4_04_16_24 JPMorgan Chase Bank, N.A. and certain affiliates of JPMorgan Chase Bank, N.A. (collectively, the “Bank”) and Paymentus Corporation and certain affiliates of Paymentus Corporation (collectively, “Paymentus”, and together with the Bank, the “Service Provider”) will provide the Customer with the Digital Bill Payment Service which provides a platform and connectivity enabling the Customer to (i) present bills and receive payments from Counterparties electronically, (ii) provide Counterparties with billing notifications, reminders and secure electronic billing, and (iii) other services as described in Schedules A and B to these Service Terms (the “Digital Bill Payment Service”).The Bank uses Paymentus Corporation and certain affiliates of Paymentus Corporation (collectively, “Paymentus”) as its primary application service provider to provide the Digital Bill Payment Service to the Customer. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services (the “Account Terms”) as well as other applicable service terms (collectively, “Account Documentation”) are incorporated into these Service Terms by reference. By acknowledging or signing the applicable Account Documentation or by using or continuing to use the Digital Bill Payment Service, the Customer agrees to these Service Terms. If and to the extent there is a conflict between these Service Terms and the Account Terms, the provisions of these Service Terms shall govern. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Section 16 hereof, Section 9 of Schedule A or in the Account Terms.

1. Receivables/Pay-Ins. The Customer may use the Digital Bill Payment Service to initiate a Transaction from a Counterparty to the Customer using the Paymentus System. The Counterparty may be notified by the Customer using the Digital Bill Payment Service that payment is requested for a bill or invoice by sending a Payment Request. The Counterparty may choose to accept or decline a Payment Request. Payment Requests that require Registration (e.g., recurring payments) will be processed once the Counterparty has completed Registration and authorized a payment to the Customer using a Payment Method. Customer understands and agrees that the Counterparty may choose not to Register or cancel an existing Registration at any time. Payment Requests that do not require Registration will be processed once the Counterparty has authorized a payment to the Customer using a Payment Method and input all the required information.

2. Counterparty Channels. The Customer may utilize interfaces made available by the Digital Bill Payment Service (“Counterparty Channels”) to facilitate interactions with the Counterparty. Counterparty Channels include an online and mobile website, phone-based call center and physical point of sale. The Counterparty Channels may be used for Registration and / or processing and service of a Transaction. The Customer may be offered the ability to customize the appearance and / or function of the Counterparty Channels in order to adhere to Customer branding requirements, including the use of the Customer’s name, logo and/or associated brand marks.

3. Transaction Processing/Payment Methods. The Customer may provide their Counterparty with the option of one or more Payment Methods to complete a Transaction. If the Counterparty authorizes a Transaction, the Bank will process the Transaction using the Payment Method selected by the Counterparty, as applicable. The Bank has no obligation to make any specific Payment Method available.

3.1 Integration with Customer Billing System. Paymentus will develop and maintain one real-time interface to interact with the Customer’s billing system.

3.2 Authorizing Transactions. Paymentus will confirm the dollar amount of all Payments, and when paid by the Counterparty, the corresponding fee to be charged. Paymentus will electronically obtain the Counterparty’s approval of the charges prior to initiating a payment authorizations transaction, and will provide the Customer with an electronic confirmation of all transactions and transaction reports.

3.3 Authenticating Counterparties. The Service Provider makes available to the Customer various methods for verifying the identity of Counterparties and the authenticity of their instructions, including verification of biller-assigned account numbers, account validation services and challenge questions. The Customer understands that certain Payment Methods will require account validation and/or Counterparty authentication.

3.4 Customer Settlement Account. The Customer authorizes the Bank to debit and credit a designated settlement account of the Customer held with the Bank in connection with the Digital Bill Payment Service.

3.5 ACH Processing.

3.5.1. For Use of the Digital Bill Pay Service in the U.S.: If the Counterparty chooses to make a Transaction through ACH, the Digital Bill Payment Service will, subject to these Service Terms and Schedule A, initiate ACH debit entries to the accounts of the Counterparty. The Bank will have no responsibility for any delays in receipt of funds, or errors in Account, or entries, or Instructions caused by the Customer, the Counterparty, or any other third party. In preparing and transmitting ACH debit entries, the Bank can rely on all information, data, and Instructions received by the Bank through the Paymentus System and will not be responsible for the inaccuracy of such information and data.

3.5.2. For Use of the Digital Bill Payment Service in Canada: If the Counterparty chooses to make a Transaction through ACH, the Digital Bill Payment Service will, subject to these Service Terms and the Bank’s Global ACH Payments and Collection Service Terms (as same may be amended or substituted from time to time), initiate ACH debit entries to the accounts of the Counterparty. The Bank will have no responsibility for any delays in receipt of funds or errors in Account entries caused by the Customer, the Counterparty, or any other third party. In preparing and transmitting ACH debit entries, the Bank can rely on all information and data for any user provided to Paymentus through the Paymentus System, and will not be responsible for the inaccuracy of such information and data.

3.6 Card Processing and Stored Value Digital Wallet Accounts.

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3.6.1 For Use of the Digital Bill Payment Service in the U.S.: If the Counterparty chooses to initiate a Transaction using a Card, such Transactions will be submitted to Paymentus and processed by the Bank according to its formats and procedures and in accordance with and subject to Schedule A.

3.6.2 For Use of the Digital Bill Payment Service in Canada: The Customer will need to sign a separate payment processing agreement (“PPA”) with the Merchant Processor in order to enable Transactions using a Card. If the Counterparty chooses to initiate a Transaction using a Card, such Transactions will be submitted to and processed by the Merchant Processor according to its formats and procedures and in accordance with, and subject to the terms of, such PPA. In processing and transmitting Transactions through Cards, the Bank’s sole responsibility will be to transmit the Transaction information to the Merchant Processor

3.7 Stored Value Digital Wallet (SVDW) Processing. If the Counterparty chooses to initiate a Transaction using a SVDW Account, such Transaction will be submitted to and processed by the SVDW Provider in accordance with its terms and conditions. The Customer may be required to establish an account with the SVDW Provider as a condition of enabling Customer to permit its Counterparties to initiate Transactions from their own SVDW Accounts. The SVDW Provider will be responsible for transferring value from the Counterparty’s SVDW Account to the Customer’s SVDW Account and for any reversals, recalls or returns in connection therewith, and the Bank will have no responsibility therefor. Once the Transaction is authorized, the SVDW Provider will send an acknowledgment to the Bank and the Customer indicating processing of the Transaction. In processing and transmitting Transactions through the SVDW Provider, the Bank’s sole responsibility will be to transmit the Transaction information to the SVDW Provider. The Bank will have no responsibility or liability for any acts, omissions, delays or errors by the SVDW Provider. The availability of a SVDW Provider as a means for a Counterparty to complete a Transaction shall not be deemed an endorsement or recommendation of such SVDW Provider. No SVDW Provider shall be an agent or service provider of the Bank.

3.8 Cash Payments at Retail Locations. If agreed upon by the Customer and the Bank, the Customer may provide Counterparties with the ability to make Payments by cash at certain stores/retail locations (“Retailers”). The processing of such Payments will be performed at the Retailer’s location based upon an agreement between Paymentus and such Retailer and the Bank will have no liability if the Retailer fails to complete or erroneously completes a Payment or fails to provide transaction details to Paymentus.

Transaction information provided by the Retailer to Paymentus will subsequently be reported by the Bank to the Customer; the Bank will have no responsibility for any errors in such information or reconciliation of such information.

4. Counterparty Convenience Fees; Surcharging. Convenience Fees, Surcharges or other similar service fees (collectively, “Service Fees”) may be charged to the Counterparty in relation to the Digital Bill Payment Service if mutually agreed upon by the Customer and the Bank. The Digital Bill Payment Service may initiate a separate transaction for the collection of the Service Fee and will submit the transaction to the Bank or through the applicable network as applicable. Service Fees will either be retained by the Bank, Paymentus or the Customer, as mutually agreed upon by the Parties. The party retaining the Service Fee shall be responsible for obtaining any necessary consents and issuing any required disclosures to Counterparties and for paying any applicable fees and taxes related to the Service Fees. Certain state laws may prohibit and/or impose restrictions on the assessment of Service Fees added to credit card transactions. It is Customer’s responsibility to comply with all such applicable laws in connection with its decision to use the Digital Bill Payment Service to add such fees to the total amount Customer is collecting from its Counterparties.

5. Fees for Digital Bill Payment Service. A fee schedule for the Digital Bill Payment Service will be provided to the Customer. The Bank shall have the right to modify fees as provided in the Account Documentation. Fees charged may be based on certain assumptions relating to the average size of transactions, transaction volumes and the mix of payment types; without limitation of anything contained in the Account Documentation, if such assumptions prove to be incorrect, Customer’s fees may be increased. Customer agrees to pay any fees charged by Paymentus for: (a) point-of-sale devices and related third party implementation fees and other supplies, (b) any other equipment supplied by Paymentus and related expenses, and (c) customizations to the Digital Bill Payment platform made at Customer’s request.

6. Chargebacks / Return / Reversals. Customer is responsible for all Refunds processed by the Bank through the Digital Bill Payment Service, whether initiated by the Customer, the Counterparty, or any other third party. The Customer shall be responsible if any Transaction for which the Customer or any Counterparty has been given provisional credit is the subject of a chargeback, return or reversal, or if final settlement is not received by the Bank for any reason. In such event, the Bank will charge back the amount to the Customer’s account or claim a refund from the Customer. The Bank will credit the amount of any returned Transaction to the Customer’s designated account upon receipt by the Bank of settlement and after any applicable resubmissions are completed.

7. Cancellation or Modification. Once a Payment Request has been issued to a Counterparty, such Payment Request may not thereafter be cancelled or modified by the Customer; provided, however, in the event the Customer requests to cancel or modify any Payment Request prior to the time the Counterparty has accepted or declined such Payment Request, the Bank will endeavor to act upon a cancellation or modification request.

8. Security Procedures for Customer Transaction Instructions and other Information. Instructions transmitted by the Customer to the Bank shall be verified in accordance with either (i) applicable security procedures set forth, and as defined in, the Channels Terms if Instructions are delivered by the Customer to the Bank, or (ii) security procedures agreed upon with Paymentus if Instructions are delivered by the Customer directly to Paymentus. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank or Paymentus, as well as any subsequent modification made to such procedures and requirements that are designed to strengthen the applicable security procedures.

9. Obligations of the Customer. In connection with the Digital Bill Payment Service, the Customer shall have the following obligations:

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(a) The Customer shall provide the Service Provider with all information and materials reasonably necessary for the Service Provider to implement the Digital Bill Payment Service for use by the Customer, including providing the file format specification that the Customer currently uses to post its payments to the billing system. (b) The Customer shall provide Paymentus with the information required to integrate with the Customer’s billing system, and shall cooperate with Paymentus when it changes its settlement and invoicing processes. (c) Except as hereafter provided, the Customer (as the originator of each Transaction) authorizes the Service Provider to obtain an Authorization on the Customer’s behalf from each Counterparty when the Counterparty uses a Counterparty Channel to initiate a Payment, as applicable. When the Counterparty does not use a Counterparty Channel, but instead directly provides the bank account or Card details to the Customer, the Customer shall obtain the Authorization from each Counterparty and shall provide each Counterparty with all required disclosures pursuant to Applicable Laws and as additionally agreed to by the parties. (d) The Customer shall maintain the Customer’s own channels required to utilize the Digital Bill Payment Service, including, but not limited to, website and mobile application, as well as any related links, URLs, APIs and Session Transfer capabilities between the Customer’s channels and the Digital Bill Payment Service, as applicable. The Customer agrees that the Digital Bill Payment Service shall be offered on all of Customer’s channels and websites on which other payment options are offered. (e) The Customer shall procure and maintain, at its sole expense, all hardware, software and telecommunications equipment necessary to access and use the Digital Bill Payment Service, including any updates or upgrades required by the Service Provider for the Digital Bill Payment Service.
(f) The Customer shall use commercially reasonable efforts to ensure that the Customer and its vendors, if applicable, cooperate fully with the Service Provider to achieve interoperability of the Paymentus System and the Digital Bill Payment Service with the Customer’s or vendor’s hardware and software. The Service Provider will have the right to, at its discretion, reject any data that it reasonably believes will interfere with the ability of the Paymentus System or Digital Bill Payment Service to process data in accordance with these Service Terms.
(g) The Customer acknowledges that the Bank’s customer is the Customer and no Counterparty shall be considered a customer of the Bank for any purpose, unless that Counterparty is already a customer of the Bank in the ordinary course. (h) The Customer shall maintain the confidentiality of any passwords, codes, digital certificates, security devices and related instructions for use of the Digital Bill Payment Service, which may be revised from time to time upon notice to the Customer, and if the Customer believes or suspects that any such information or instructions have been accessed by unauthorized persons, the Customer shall promptly notify the Bank and advise the Bank as to the effect of the security breach and the corrective actions to be taken to restore or verify security.
(i) For Use of the Digital Bill Payment Service in Canada: Customer directed stylistic changes to a Counterparty Channel including, but not limited to, text / font, background and foreground colors must adhere to Web Content Accessibility Guidelines (WCAG) 2.0 AA.

10. Representations, Warranties and Covenants. The Customer represents, warrants and covenants to the Bank that:
(a) The Customer shall comply with all Applicable Laws; (b) Each Counterparty has agreed and authorized that their mailing address, email address, telephone number, Payment Method account details and any other information agreed upon by the Bank and the Customer, as applicable, may be shared with the Bank and the Bank’s agents and vendors in connection with the Digital Bill Payment Service. (c) Neither the Payment Request nor any resulting Transaction is being issued or made in respect of or in connection with past due payments or debts owed by the Counterparty to the Customer, nor does any Payment Request or Transaction relate to accounts in default or delinquency under the terms of any agreement between the Customer and the Counterparty or under Applicable Law. (d) The Customer agrees to indemnify and hold the Bank, its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising directly or indirectly from the Customer’s breach of any representation, warranty or covenant under these Service Terms.

11. Intellectual Property Ownership.

The Customer may only use Paymentus’ logo and other service marks (“Paymentus Marks”) to promote the Digital Bill Payment Service and Paymentus’ role. The Customer does not have any right, title, license or interest, express or implied in and to any object code, software, hardware, trademarks, service mark, trade name, formula, system, know-how, telephone number, telephone line, domain name, URL, copyright image, text, script (including, without limitation, any script used by Paymentus on the Paymentus System) or other intellectual property right of Paymentus (“Paymentus Intellectual Property”). All Paymentus Marks, Paymentus Intellectual Property, and the Paymentus System, and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto belong exclusively to Paymentus. Customer will not transfer, license, publish, rent, assign, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, reverse engineer, modify or change the Paymentus System or any component thereof for any purpose under any circumstances, except as permitted herein. Customer will not disclose or distribute to any other person or party, or allow any other person or party to access, inspect or copy the Paymentus System, including any component of the platform and related data. Unless otherwise expressly agreed to in writing, Customer shall not remove or modify any disclaimer, copyright or trademark notice contained in any component of the Paymentus System or Digital Bill Payment Service or in anything copied or downloaded therefrom.

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Customer shall not use the Paymentus System in a manner which would infringe the proprietary rights of Paymentus, the Bank or others or violate the laws, tariffs or regulations of any country. Customer agrees not to disclose to any other party and to keep confidential all of the Paymentus System and all information contained in or related to the Paymentus System and related documentation.

If the Customer requests Paymentus to make customizations in the Digital Bill Payment platform for Customer, any such Customization shall be considered part of the Paymentus System and shall be owned exclusively by Paymentus. For any such customization for which the Customer has paid fees to Paymentus as provided in Section 5, Paymentus hereby grants to the Customer a non-exclusive, nontransferable, non-sublicensable license to such customization solely in connection with the Digital Bill Payment Service and Paymentus System. Any such license granted to the Customer shall terminate immediately upon the termination of these Service Terms.

All Bank trademarks, trade names, service marks, logos and titles owned by or licensed to the Bank, including without limitation those used by Bank in connection with the Digital Bill Payment Service (collectively, “Bank Marks”), shall remain the sole and exclusive property of the Bank or the respective licensor. These Service Terms give Customer no rights or license to the Bank Marks.

12. Reliance on Information. Without limitation of the foregoing, the Service Provider is authorized to rely on the content, accuracy and completeness of all information and data received from the Customer or any Counterparty. The Service Provider will not be liable for any loss or damage arising out of the inaccuracy thereof, including any errors in the Counterparty Information and any resulting erroneous Transactions. The Customer shall be solely responsible for the security and integrity of all information and data supplied or transmitted to the Service Provider including during transmission to the Service Provider.

13. DISCLAIMER. THE DIGITAL BILL PAYMENT SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE.” TO THE MAXIMUM EXTENT

PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH

REGARD TO THE TECHNOLOGY OR DIGITAL BILL PAYMENT SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY

WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF

DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE DIGITAL BILL PAYMENT SERVICE.

14. Withdrawal of Access/Suspension of Service. The Customer shall immediately notify the Bank if it revokes enrollment of any Counterparty, or suspends any Counterparty or any Counterparty’s access to the Digital Bill Payment Service. The Bank may, at any time, in its sole discretion, cancel or suspend a Counterparty’s use of or access to the Counterparty Channels, as may be required by applicable law, rule or regulation or by the Bank’s policies and procedures. The Bank may, in its discretion, instruct the Customer to terminate access to any Authorized User or individual and the Customer agrees to promptly comply with such instructions.

15. Customer Agreement with Counterparty. The Customer acknowledges and agrees that the Bank shall not be deemed to have any knowledge (imputed or otherwise) of any of the terms or conditions of any agreement between the Customer and any Counterparty nor for the performance thereof. Notwithstanding the foregoing, in the event the Bank becomes aware that the content of any communication or agreement between the Customer and any Counterparty relating to the Digital Bill Payment Service is incorrect or contains information that the Bank in its reasonable discretion finds objectionable, the Bank shall have the right to require the Customer to modify or amend such communication or agreement to the Bank’s reasonable satisfaction. At all times, the Customer shall comply, and shall ensure that the Counterparty complies, with all Applicable Laws.

16. Definitions.
“ACH” means The U.S. Automated Clearing House System for use of the Digital Bill Payment Service in the U.S. and means the Automated Clearing Settlement Systems of Payments Canada for use of the Digital Bill Payment Service in Canada. “API” means Application Programming Interface.
“Applicable Laws” mean: (a) any law, rule, regulation, requirement, judgment, decree, order or directive, including, without limitation, any global, federal, country, state, provincial or local laws, rules and regulations and including those issued by governmental or regulatory authorities having jurisdiction over the relevant party, that are applicable to a party, or its business, or which the party is otherwise subject to, including without limitation , anti-money laundering laws, privacy laws and sanctions laws; (b) any applicable Payment Brand rules, standards and guidelines, including without limitation security standards relating to privacy, and data security, and (c) clearinghouse and payment network rules.
“Authorized User” means any person who has been designated by a written notice from the Customer to act on behalf of the Customer under these Service Terms or the Account Documentation. “Authorization” means an authorization from the Counterparty to the Customer that may be obtained (i) by the Bank on behalf of the Customer through the Counterparty Channels, or (ii) by the Customer, in either case before originating a debit or credit entry to the Counterparty’s deposit account.
“Card” means a physical card or virtual representation of a card used to access an account or account number through which Payment Brand payment services are delivered, authorized and established between a Counterparty and a Payment Brand. Cards include, but are not limited to, credit or debit cards.
“Channels Terms” means the J.P. Morgan Treasury Services Electronic Channels Service Terms. “Convenience Fee” is a charge to a Counterparty for the convenience of using the payment channel offered by Customer through the Digital

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Bill Payment Service.
“Counterparty” means either a consumer or business customer of the Customer or other person or entity with whom Customer has a relationship, who after completion of registration makes a Payment through the Paymentus System. “Counterparty Channels” has the meaning given to it in Section 2. “Customer” means the customer acting individually or in another capacity and using this Paymentus Service. “Merchant Processor” means the Bank affiliate that is the provider of services necessary to authorize, process and/or settle Counterparty’s Card and ACH transactions (if applicable). “Payment” is any payment made by Counterparties to the Customer for services, bills, or other amounts owed to the Customer. “Payment Brand” is any payment method provider whose payment method is accepted by Bank for processing, including, but not limited to Visa Inc., MasterCard Incorporated, Discover Financial Services, American Express Company and other credit and debit card providers, and debit network providers.
“Payment Method” means one or more methods made available by the Service Provider, from time to time, through which Transactions are made or received by the Customer such as bank account, Card, Stored Value Digital Wallet Account and cash. “Payment Request” means a request delivered by email to a Counterparty’s email address or by text message to a Counterparty’s telephone number, in each case as supplied by the Customer to the Service Provider, that the Counterparty pay specified amounts to the Customer.
“Paymentus System” is the platform through which Payments can be made through the Counterparty Channels. “Register” or “Registration” means the process through which Counterparties provide their bank account or Card details, as applicable, using the Counterparty Channel in order to make or receive a Transaction. “Stored Value Digital Wallet Account” means a wallet account maintained on a software-based system that (i) stores information about the account holder’s credentials used to fund such account and (ii) is used to make and receive payments, such as purchases from sellers, money remittances or other types of payments. A Stored Value Digital Wallet Account is not an Account. “Stored Value Digital Waller Provider” means an entity that provides and maintains Stored Value Digital Wallet Accounts. “Surcharge” is a fee added to a payment amount by the Customer for credit card only transactions. This fee is not applicable to debit cards.

The fee can be a fixed or variable amount and can be applied to card present or card not present transactions. The fee must be added to the principal amount of the transaction and collected in one transaction. “Transaction” means the payment of amounts specified by the Customer to be paid by the Counterparty to the Customer using a Payment Method

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ADDITIONAL TERMS APPLICABLE TO THE USE OF THE DIGITAL BILL PAYMENT

SERVICE IN CANADA
Notwithstanding any other provision herein or in any Account Documentation, the Customer acknowledges that any information provided to the Bank regarding any Counterparty, is not intended to establish a business relationship between the Bank and the Counterparty for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and its Regulations. The Customer represents and warrants that, by providing a Counterparty’s information to the Bank, it is not released from its independent obligation to comply with all Applicable Laws and the Bank’s policies notified to the Customer.

The Customer agrees to enter into appropriate agreements with SVDW Providers to enable Customer to receive a Transaction from a Counterparty’s SVDW Account, as applicable.

The Customer represents, warrants and covenants to the Bank that: (i) each Counterparty has provided express consent for the Bank and its agents and vendors to send email and text messages, including those sent via automatic or automated dialing technology, for informational and servicing purposes to such Counterparty at the telephone number and email address that such Counterparty has provided to the Customer; and (ii) the Customer has verified that the Counterparty’s phone number has not been disconnected or reassigned before the Bank sends the text message

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SCHEDULE A

CARD AND ECP

PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES
When Customer uses the Digital Bill Payment Service to receive payments for Transactions initiated by Card or by ECP, those Transactions are processed by the Bank through systems and networks owned by the Networks, each of which maintains its own set of Network Rules governing Transactions processed over such Network.

1. Compliance with Network Rules, Applicable Law and User Guide; Network Liabilities.

Customer agrees to comply with the Network Rules (including the Security Standards) of each Network, as they pertain to the Transactions the Customer submits to the Bank for processing. The Customer shall not, through act or omission, cause the Bank to violate any Network Rules.

The Customer shall perform its obligations under this Schedule in compliance with all applicable federal, state and local laws and regulations and shall not submit any Transaction that Customer knows to be illegal. Bank reserves the right to temporarily suspend funding or refuse to process any Transaction if Bank reasonably suspects that it was prepared in violation of any provision of this Schedule applicable law, or the Network Rules. Customer agrees to pay any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Networks on Customer or Bank as a result of Customer’s actions, omissions, Transactions, Chargebacks or Returns, including without limitation, Customer’s failure to comply with the Network Rules, this Agreement or any Security Standards (the “Network Liabilities”).

2. Transactions: Chargebacks, Returns, and Refunds.

Customer represents and warrants that Customer will only use the services described herein and submit Transactions for processing which represent the sale or lease of goods or the provision of services by Customer to a Counterparty and not on behalf of any third-party seller.

Customer shall have full liability for all Chargebacks (with respect to Card Transactions) and all Returns (with respect to ECP Transactions), as may be assessed in accordance with the applicable Network Rules, provided, however, that in the event that any Chargeback or Return is ultimately reversed by the applicable Network in Customer’s favor, Bank shall refund Customer for the amount thereof. Customer is responsible for all Refunds processed by the Bank through the Digital Bill Payment Service, whether initiated by the Customer, the Counterparty, or any other third party.

3. Settlement and Funding.
(a) Bank will submit Customer’s Transactions to the applicable Network for processing, and thereafter will provisionally fund the Settlement Account (as defined below).
(b) Customer must designate at least one bank account for the deposit and settlement of funds and the debit of any fees and costs associated with Bank’s processing of the Transactions (all such designated bank accounts shall be collectively referred to herein as the “Settlement Account”). Customer authorizes Bank to initiate electronic credit entries, debit entries, and adjustments to the Settlement Account for amounts due to or from Customer in connection with this Schedule and the Service Terms. Bank will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including but not limited to delays or errors by the Networks or Customer’s bank.
(c) Unless otherwise agreed, the dollar amount payable to Customer for Customer’s Transactions will be equal to the amount submitted by Customer in connection with Customer’s sale Transactions, minus the sum of amounts due from Customer, including Refunds, Chargebacks, Returns, Network Liabilities, and all applicable charges and adjustments; provided, however, that in the event Bank fails to withhold any such amounts from Customer’s Transaction proceeds, Bank may debit Customer’s Settlement Account for such amounts. (d) If Bank fails to withhold any Refunds, Returns, Chargebacks, Network Liabilities or other charges or amounts due from the proceeds payable to the Settlement Account (including where such proceeds are insufficient to cover such obligations), or if the Settlement Account does not have a sufficient balance to pay amounts due from Customer under these terms, Bank may pursue one or more of the following options: (i) demand and receive immediate payment for such amounts; (ii) debit the Settlement Account for the amount of the negative balance; (iii) withhold settlement payments to the Settlement Account until all amounts are paid; (iv) delay presentation of refunds until a payment is made to Bank of a sufficient amount to cover the negative balance; and, (v) pursue any remedies Bank may have at law or in equity.

4. Specific Requirements, Representations and Warranties Relating to ACH Transactions. (a) The National Automated Clearing House Association (“NACHA”) Operating Rules (“NACHA Rules”) are the applicable Network Rules governing Customer’s ACH Transactions. Customer is responsible for complying with the NACHA Rules as set forth in Section 1 of this Schedule. As the originating depository financial institution, Bank will originate and process Customer’s ACH Transactions (the “ODFI”, as that term is further defined in the NACHA Rules), and Bank retains the right to reject or delay any ACH Transaction, to execute an ACH Transaction through any clearing house or channel it deems appropriate, to terminate or suspend Customer’s right to originate ACH Transactions, or to audit Customer’s compliance with the NACHA Rules. (b) Any credit made to a Counterparty’s account as a result of an ACH Transaction originated by Customer (e.g., an issuance of a refund) is provisional until the Counterparty’s receiving depository financial institution (the “RDFI”, as further defined in the NACHA Rules) receives final settlement for such entry through a Federal Reserve Bank. If final settlement is not received by the RDFI, the RDFI will receive a refund from the Counterparty, and the Counterparty will not be deemed to have been paid by Customer.

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(c) Customer represents and warrants that: (i) each ACH Transaction Customer originates will comply with all applicable laws and NACHA Rules; (ii) Customer will not originate any ACH Transaction as a Third Party Sender (as that term is defined in the NACHA Rules) and will not allow any third party to originate an ACH Transaction through Customer’s account under this Agreement; (iii) all ACH Transactions resulting in a debit to the Counterparty will be authorized by the Counterparty in writing and signed or similarly authenticated in a manner that complies with the NACHA Rules; (iv) Customer will obtain and retain proper authorization, in accordance with all applicable laws and the NACHA Rules, for each initiation of an ACH debit or credit to a Counterparty’s account, and will make copies thereof available to us upon request; and, (v) Customer hereby makes to us, and certify compliance with, all warranties that Bank makes, or is deemed to make, under the NACHA Rules, in connection with any ACH Transaction Customer originates.

5. Safeguarding Account Information; Security Standards. (a) Customer represents to Bank that Customer does not have access to any Account Information (such as the Counterparty’s primary account number, expiration date, security code or personal identification number) and Customer will not request access to such Card information from Bank. In the event that Customer does happen to receive Account Information in connection with the processing services provided by Bank, Customer agrees that Customer will not use it for any fraudulent purpose or in violation of any Network Rules or applicable law and Customer will comply with all applicable Network Rules and Security Standards. Customer also acknowledges the heightened risk associated with access to Transactions and Account Information, and, to the extent Customer does have access to Transactions and Account Information, Customer must establish policies and procedures to protect such information in conformity with the Network Rules, Security Standards, and applicable law, including the storage and disclosure of such information. Customer shall exercise reasonable care to prevent use or disclosure of Transactions or Account Information, other than as necessary to complete a Transaction or as otherwise specifically permitted by the Network Rules or required by applicable law. If at any time Customer determines or suspects that Transactions or Account Information have been compromised, Customer must notify Bank immediately and assist in providing notification to such parties as may be required by law or Network Rules, or as we otherwise reasonably deem necessary. Customer further agrees to provide Bank, upon request, with information related to Customer’s compliance with the Network Rules and Security Standards as may from time to time be required by the Networks or reasonably requested by Bank. (b) Customer acknowledges that failure to comply with the Network Rules, including the Security Standards, or the occurrence of a Data Compromise Event, may result in assessments, fines and/or penalties by the Networks. In the event Bank incurs any damage, loss, liability or expense as a result of any such failure or occurrence, including, without limitation, any Network Liability, Customer shall reimburse Bank immediately for all such amounts. Furthermore, if any Network requires a forensic examination of Customer or any of Customer’s agents, business partners, contractors, or subcontractors due to a Data Compromise Event, Customer agrees to cooperate with such forensic examination until it is completed, including, without limitation, the engagement of an examiner acceptable to the relevant Network.

Notwithstanding the foregoing, the Networks may directly, or demand that Bank engage an examiner on Customer’s behalf in order to expedite the investigation of the Data Compromise Event. Customer agrees to pay for all costs and expenses related to any required forensic examination.

6. Taxes, Merchant Taxpayer Certification and Bank’s Reporting Obligations.

Upon request from time to time, Customer shall provide Bank with the appropriate taxpayer certification documentation, via Internal Revenue Service (IRS) Form W-9 (or the appropriate versions of Form W-8, if applicable). Customer shall promptly notify Bank if there are any changes in this information. Bank may deduct withholding taxes, if any, from proceeds payable to Customer or any entity that is a party to this Schedule where required under applicable law. Bank may, in accordance with applicable law and from time to time during the term of this Service Terms, request Customer to recertify its taxpayer certification hereunder. Furthermore, Customer shall be responsible for any penalties related to Bank’s reporting obligations hereunder to the extent such penalties accrue based on the actions or inactions of Customer despite reasonable notice from Bank.

Customer agrees to pay and are responsible for all sales, use, excise, goods and services, value-added and like taxes, which are imposed on the provision of sale or lease of any equipment, supplies, intellectual property or services under this Schedule. If Customer is required by law to deduct or withhold and pay withholding or other taxes (“Taxes”) on Bank’s behalf with respect to any amounts payable during the term of this Schedule, Customer will pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received by Bank(including Additional Amounts) after such withholding or deduction will not be less than the amount that Bank would have received if such Taxes had not been withheld or deducted. Customer will also make such withholding or deduction, and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Bank may deduct withholding taxes, if any, from proceeds payable to Customer or any entity that is a party to this Schedule where required under applicable law.

7. Amendments and Updates.

Bank reserves the right to update or amend this Schedule from time to time, including as may be required to ensure compliance with the Network Rules, applicable law, or the policies, procedures or requirements of the ODFI. In such event, Bank will provide Customer with the changes, or with an updated copy of this Schedule, and Customer’s continued use of Bank’s processing services after Customer’s receipt of such changes shall constitute Customer’s agreement to comply with the Schedule as so amended.

8. Confidentiality of SOC-1; Letter of Compliance.

The following information shall be deemed Bank’s confidential information: (i) any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE-18 (Statement on Standards for Attestation Engagements No. 16 or No. 18) report provided by Bank;; (ii) any attestation of compliance or similar letter or report provided by Bank with respect to Bank’s compliance with the Security Standards. Customer will not disclose, transmit or otherwise disseminate in any manner whatsoever any such confidential information provided by Bank to any third party.

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9. Definitions.
(a) “Account Information” is information related to a Counterparty or the Counterparty’s Card or any bank account, depository account, or other account maintained by the Counterparty, and that is obtained by Customer or Bank from the Counterparty’s Card or any check provided by the Counterparty, or that is otherwise obtained by Customer from the Counterparty in connection with a Transaction (for example, an account number, a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account number, a bank account number, a card expiration date, the Counterparty’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Card or any check printed thereon, or magnetically, electronically or otherwise stored thereon. (b) “ACH” means Automated Clearing House.
(c) “ACH Transaction” means Customer’s Transactions using ECP that utilize the ACH network, including, without limitation, those with Standard Entry Class codes ARC, TEL and WEB.
(d) “Card” means a physical or virtual credit, debit card, pre-paid card, or stored value card, or any evidence thereof (e.g. account number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile application, digital wallet or other technology, medium or method (regardless of form) used to access an account or account number associated therewith and through which Network payment services are delivered, authorized and established between a Counterparty and a Network, or representatives or members of a Card Network that Customer accepts from Counterparties as payment for goods or services. (e) “Chargeback” is a rejection, reversal or return of a Transaction previously presented to Bank, as permitted and governed by the applicable Network Rules. The term Chargeback shall include any Return of an ECP Transaction. (f) “Convenience Fee” is a charge to a Counterparty for the convenience of using the payment channel offered by Customer through the Digital Bill Payment Service.
(g) “Counterparty” is the person or entity to whom a Card is issued or who is otherwise authorized to use a Card and who initiates a payment with Customer relating to a Transaction.
(h) “Data Compromise Event” means an occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transactions and/or Account Information.
(i) “ECP” means electronic check processing as a means of receiving or making payment in connection with a Transaction or Refund. ECP includes various products of a type supported by Bank, including, without limitation, ACH, ARC, CCD, EFT, POP, PPD, TEL, WEB and Facsimile Draft.
(j) “Network” is any payment method provider whose payment method is accepted by Customer from Counterparties and which is accepted by Bank for processing, including, but not limited to, Visa, Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers. Network also includes: (i) NACHA with respect to ACH Transactions, and (ii) any other network or clearing house over which any ECP Transactions may be processed. (k) “Network Rules” are the standards, bylaws, rules, and operating regulations, as they exist from time to time, of the various Networks, and includes the Security Standards.
(l) “Refund” means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction.
(m) “Return” means any rejection, reversal or return of an ECP Transaction or ACH debit entry Customer previously presented to Bank, as permitted and governed by the applicable Network Rules.
(n) “Security Standards” are all rules, regulations, standards or guidelines adopted or required by the Networks or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Account Information, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”), Visa’s Cardholder Information Security Program, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program, MasterCard’s POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time.
(o) “Surcharge” is a fee added to a payment amount by a merchant for credit card only transactions. This fee is not applicable to Debit Cards. The fee can be a fixed or variable amount. A surcharge can be applied to card present or card not present transactions. The fee must be added to the principal amount of the transaction and collected in one transaction. (p) “Transaction” is a transaction conducted between a Counterparty and Customer utilizing a Card or ECP for payment in connection with the sale of goods or the lease or provision of services by Customer (either directly or through us). Transaction may also be used to refer to the written or electronic record of such a transaction, including, without limitation, an authorization code, settlement record, ECP file, or a credit or debit entry pursuant to and consistent with NACHA Rules which is submitted to us to initiate or evidence a Transaction. (q) “Transaction Receipt” means an electronic or paper record of a Transaction generated upon completion of a sale or Refund, a copy of which is presented to the Counterparty.

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SCHEDULE B

SERVICES

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ACCOUNT VALIDATION SERVICE TERMS V1.3_09_20_24
The Bank (as hereafter defined) will provide the Customer with a Service (the “Account Validation Service”) that enables Customer to submit inquiries (“Inquiries”) as to (a) whether an account number provided by Customer is associated with an open account maintained at a U.S financial institution or certain non-U.S. financial institutions (“Account Status Verification”), (b) whether a name provided by Customer matches the name of an account owner at a U.S. financial institution or certain non-U.S. financial institutions associated with such account if confirmed open (“Account Owner Authentication”), and (c) other characteristics and information as may be made available from time to time.

The provisions of the Bank’s terms and conditions governing the operation of business accounts and services, as well as other applicable service terms (collectively, “Account Documentation”), are incorporated into these Service Terms by reference. The Account Validation Service, and each AVS Product (as such term is hereafter defined) shall be deemed to be a “Service” under and as defined in the Account Documentation and these Service Terms shall be deemed to be “Service Terms” under and as defined in the Account Documentation. Unless otherwise defined in these Service Terms, capitalized terms used in these Service Terms shall have the same meanings as in the Account Documentation. As used in these Service Terms, the term “Bank” means either JPMorgan Chase Bank, N.A. or J.P. Morgan SE as specified in Section 10(e) hereof.

1. Account Validation Service. The Account Validation Service is a Service that consists of one or more products that provide Account Status Verification, Account Owner Authentication and related information, which products are provided by Bank and a variety of other providers.

Products (hereafter called “AVS Products”) and providers (“Providers”) include the following:
(a) A JPMorgan proprietary product providing Account Status Verification and Account Owner Authentication using the Bank’s proprietary payments and transactions data (the “JPMorgan Proprietary Data Service”), as governed by and subject to the provisions set forth in these Service Terms;
(b) Early Warning Real-time Payment Chek® with or without Account Owner Authentication, provided by Early Warning Services LLC; (c) Early Warning Verify Account Service provided by Early Warning Services LLC; (d) JPMorgan Microdeposit Service;
(e) LiinkSM by J.P. Morgan Confirm for accounts at non-U.S. financial institutions (f) JPMorgan Pattern Matching Service, as such term is defined in Section 6; and (g) Other internal or external proprietary services specified as available by the Bank.

The AVS Products described in subsections (b) through (e) above will be governed by, and subject to, separate Schedules to these Service Terms in addition to these Service Terms. In the event of any conflict or inconsistency between a Schedule and these Service Terms, the Schedule will control.

Customer will select the Providers Customer wishes to receive Responses (as hereafter defined) from, except that with respect to Inquiries on U.S. accounts only, (i) Inquiries will always be directed first to the JPMorgan Proprietary Data Service, and (ii) Pattern Matching Service will automatically be applied on the terms set forth in Section 6. Once Customer has selected the desired Providers, Bank will determine the order in which Inquiries are sent to Providers, as further described in Section 3 below.

2. Accessing the Account Validation Service; Inquiries. (a) Customer will access the Account Validation Service through a direct connection with the Bank pursuant to these Service Terms and the J.P.

Morgan Electronic Channels Service Terms (“Channels Terms”), using one of the connectivity methods set forth in the Channels Terms. The Bank will advise Customer which connectivity method(s) is/are available for access to the Account Validation Service. (b) Customer will transmit Inquiries via its selected connectivity method and will include the necessary data specified by the Bank for its selected AVS Product(s) and type of response agreed upon. The Bank will advise Customer of formatting and content requirements for Customer’s Inquiries. The Bank may reject or delay processing of Inquiries or Responses (as hereafter defined) if the Customer’s instructions or information are not complete or otherwise do not meet the criteria the Bank specifies for acceptance; the Bank will notify Customer of any Inquiries that are not processed for this reason. Customer agrees that it will submit Inquiries only for valid business payment purposes; without limitation of the foregoing, Customer will not submit Inquiries for the purpose of searching for accounts. (c) Customer will be solely responsible for the accuracy, completeness and compliance with any laws, statutes, orders, conventions, regulations, self-regulatory standards, and regulatory interpretations and guidance (including those of any governmental agency) that are applicable to Customer in performing its obligations under the Service Terms (collectively, “Applicable Law”) of the Inquiries, including any information provided by Customer and the Bank will not assume any liability resulting from receipt of the same or from the use of, or reliance upon, the information in connection with any Inquiries.

3. Responses.
(a) Bank’s Account Validation Service platform will interrogate the applicable Provider(s) and/or Provider databases to determine if such Provider has information to provide in response to the Inquiry; if so, the Bank will then receive the response data, map it into summarized form and provide a response to Customer with the results (“Response”).

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(b) Bank will also provide the full response data to Customer (c) With respect to Inquiries for U.S. accounts only, the following shall apply:
(i) Bank will determine the order in which Customer’s Inquiries are forwarded to the respective Providers for response. The Account Validation Service platform will interrogate the JPMorgan Proprietary Data Service database first and provide a Response if that database has information to provide. If the JPMorgan Proprietary Data Service database finds no information, the Service will interrogate the other Provider databases individually, following a waterfall logic through successive data sources until one of the Providers has information to provide a Response to the Inquiry or all sources are exhausted, resulting in a Response of no information found.
(ii) It is understood and agreed that the Response provided will be from the first Provider in the waterfall that has the requested information, or if no Providers have information, the Response will indicate that no information was found. In either case, the Response will be mapped in accordance with the Provider’s pre-set criteria as described in the applicable Schedule. The Response will be coded to identify the Provider that returned the response.
(d) With respect to Inquiries for accounts at financial institutions outside the U.S., LiinkSM by J.P. Morgan Confirm will be the sole Provider subject to separate Schedule.

4. Restrictions on Use of the Response Data.
(a) Customer shall not transmit Response data to any customer of Customer or any other third party, or allow any third party to access the Response, or sell, resell, sublicense or otherwise transfer any part of the Response data to any other person or entity, except (i) for a transfer to an affiliate of Customer with a need-to-know for internal use of Customer, (ii) as may be required by applicable federal, state and local laws, and the regulations promulgated thereunder, or (iii) as may be permitted under a Schedule. (b) Customer acknowledges and agrees that each Response is time-sensitive and only intended to be used by Customer in connection with the specific Inquiry for which it was furnished; Customer agrees not to use it for any other purpose. Responses must be used in connection with payments to be made from, or deposited to, Customer’s Accounts. (c) Customer is fully responsible for any decisions Customer makes based on Response data received under the Service and Bank will have no responsibility or liability for any losses incurred by Customer as a result of such decisions (d) Response data is current as of the time it is provided and Bank has no obligation to update any Response data after it has been provided to Customer or to notify Customer if such Response data has changed. (e) Should Customer fail to validate an account status or account owner through the Service, it will not decline to complete a transaction or provide services without taking additional intermediate steps such as requesting alternate account information, or attempting to process a payment instruction on the account.

5. Additional Provisions Applicable to the JPMorgan Proprietary Data Service. a) Accessing the JPMorgan Proprietary Data Service; Inquiries and Responses. (i) The database used to provide Responses for the JPMorgan Proprietary Data Service is a confidential proprietary Bank database consisting of Bank’s historical experiences with various types of outgoing and incoming payments and related transactions involving identified bank accounts and routing numbers (the “JPMorgan Proprietary Database”). Through searches based on name, account number and routing number provided by Customer, the Bank will identify whether it has experienced transactions with a particular account number and routing number combination and/or a particular account number and account owner and provide a Response as to Account Status Verification or Account Owner Authentication. (ii) Bank will determine a lookback period within which an Inquiry will be researched for a Response. The JPMorgan Proprietary Database will be accessed and the data obtained will be mapped to provide a Response of Open/Valid, Closed/Invalid or “No Information Found.” (iii) Customer acknowledges that the information accessed by the Bank in the JPMorgan Proprietary Database and the Responses provided consists of the Bank’s own transactions with respect to the accounts and account owners upon which Inquiries are being made. b) Restrictions on Use of the JPMorgan Proprietary Service Response Data. (i) Customer shall not, and shall not permit any other party, to merge, aggregate or compile JPMorgan Proprietary Data Service Responses into any database for any purpose; provided the foregoing shall not prohibit the retention of JPMorgan Proprietary Data Service Responses (i) as may be required to comply with applicable law or regulation or documented internal document retention policies or (ii) copies of which are made during Customer’s routine system back-ups, in which case, such Responses may be retained for a period

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consistent with Customer’s standard procedures with respect to erasing, destroying or over-riding back-upmedia; provided, in case of both clauses (i) and (ii), such Responses shall not be used or accessed for any other purposes. (ii) JPMorgan Proprietary Data Service Responses shall be treated as confidential information by Customer. c) Use for Permitted Purposes Only. Customer shall only use the JPMorgan Proprietary Data Service Responses for the following purposes:
(i) when Customer is acting as a payment processor for other persons or entities, with respect to an account or account owner indicated on: an active immediate payment order or repetitive payment order it has received from, and been instructed to process by, its direct customer (“Instructing Customer”), or a payee profile established with its Instructing Customer to facilitate future payments orders, or a pre-processing inquiry on a transaction it has initiated with the Instructing Customer (ii) When Customer has been contractually authorized, and intends to, on its own behalf, debit the applicable account at a present or future date,
(iii) When Customer intends to make a payment, on its own behalf, to the applicable account, or (iv) When Customer is the owner of the applicable account. d) Notwithstanding anything herein to the contrary, Customer shall not use JPMorgan Proprietary Database Response data (x) in whole or in part for the purpose of serving as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes; employment purposes; or any other authorized purpose for use of a consumer report under applicable law including but not limited to 15 U.S.C. Sections 1681b(a)(3) through 1681b(a)(6) (“Eligibility Purposes”) of the Fair Credit Reporting Act, 15 U.S.C.

Section 1681 et. seq. (the “FCRA”) or other equivalent or comparable regulation applicable to Customer, and (y) to take “adverse action” against any consumer as defined in the FCRA (15 USC § 1681a (k) (1)). “Adverse actions” include all business, credit, and employment actions affecting consumers that can be considered to have a negative impact on a consumer—such as denying or canceling credit or insurance, or denying employment or promotion. JPMorgan Proprietary Database Responses, including responses that do not provide positive Account Status Verification or Account Owner Authentication may not be used as the basis to deny the provision of any goods or services, but Customer may use such Response data to inform its determination that further diligence is required to (1) verify the status or owner of the applicable account, or (2) obtain alternative account information from a transaction counterparty or customer .

6. Additional Provisions Applicable to Pattern Matching. JPMorgan Pattern Matching Service (“Pattern Matching Service”) will compare the account number and ABA routing number of Customer’s Inquiry and provide a Response indicating whether the pattern of such number(s) is a “Valid Pattern” or “Invalid Pattern” (collectively called “Pattern Matching Responses”). The Pattern Matching Service will be applied only if Customer has not subscribed to the Microdeposit Service and if Responses from all other Providers are “No Information Found.” (a) The assessment of whether a pattern is a Valid Pattern or an Invalid Pattern will be based upon whether there have been payments made to or received from the receiving financial institution in the past using a similar pattern of numbers and digits. A Response of “Valid Pattern” does not provide, and should not be relied upon to provide, any assurance that the C2 is or is not the intended payor/payee of any subsequent transactions. No repairs or changes will be made to the Inquiry Customer has submitted. (b) Pattern Matching Responses only provide indicators of whether a prospective payment is likely to be successful; there is no guarantee or assurance intended or provided with regard to the success or lack of success of any subsequent payment. (c) The provisions set forth in Sections 4 and 5(b) and(c) hereof shall also apply to the Responses and Response data provided by the Pattern Matching Service.

7. Property Rights with Respect to JPMorgan Proprietary Database.

Customer acknowledges that the JPMorgan Proprietary Database, including associated databases and other components of the Service, are owned by the Bank and contain valuable proprietary information of the Bank.

8. No Warranty.

THE BANK EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,

INCLUDING WITHOUT LIMITATION, ANY WARRANTY REGARDING THE PERFORMANCE, USE OR RESULTS OF USING THE AVS PRODUCTS. BANK WILL NOT BE LIABLE FOR ANY ERRONEOUS OR UNAUTHORIZED PAYMENTS MADE BY CUSTOMER BASED ON

THE INFORMATION RECEIVED THROUGH THE AVS SERVICE

9. Representations and Warranties; Indemnity. Customer hereby represents, warrants and covenants to the Bank that:
(a) (i) All Inquiries are submitted for valid business purposes and in connection with payments intended to made to or received from the applicable account; (ii) Customer’s use of Responses and Response data shall at all times comply with these Service Terms and applicable Schedule, and (iii) Customer has obtained from each of its counterparties or customers all authorizations and consents required by Applicable Law in connection with the submission of Inquiries and receipt of Response data relating to the account of such counterparties or customers.

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(b) Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from Customer’s breach of any warranty made under these Service Terms.

10. General.
(a) Customer acknowledges that the Bank may use one or more Providers for its own internal validation purposes. Customer represents and warrants that Customer has made its independent determination for selection of the Account Validation Service and has not relied on any representation made by the Bank in connection therewith. (b) Use of the Account Validation Service does not constitute an assurance that transactions will be processed for validated Counterparties. (c) Customer understands and agrees that it is responsible for handling of any and all complaints or inquiries submitted by or on behalf of the Counterparties or any other person or entity with respect to the Response Data and shall bear associated costs. Customer shall notify Bank of any such complaints.
(d) Customer acknowledges and agrees that no relationship, contractual, arising under common law, in equity or otherwise) is intended or created between Bank and any Counterparty or other third party and the Bank is providing the Account Validation Service solely to the Customer and not to such Counterparty or other third party and does not owe any duties to such parties. (e) Customer understands and agrees that if Customer would otherwise require a valid data transfer mechanism to be included in the Service Terms in the form of standard data protection terms for the transfer of personal information to third countries that do not ensure an adequate level of data protection, as described in Article 46 of the EU General Data Protection Regulation, or equivalent section of privacy regulations (“Standard Contractual Clauses”) for transferring personal data subject to EU/UK GDPR, Customer has entered into these Service Terms with J.P. Morgan SE. Otherwise, Customer shall enter into these Service Terms with JPMorgan Chase Bank N.A. If Customer initially enters into these Service Terms with JPMorgan Chase Bank N.A., but later requires the Standard Contractual Clauses due to a change in circumstances, the parties shall agree on the appropriate transfer of rights and obligations to J.P. Morgan SE.

Signature page (delete if not applicable)1
J.P. Morgan SE CITY OF SAN LUIS OBISPO
Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Date:
(Second authorized signer if required) (Second authorized signer if required) Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Date:
1 Two JPM signatures required if signed by J.P. Morgan SE and any of its branches. For Customer Accounts located in Ireland, the “Bank” shall refer to J.P. Morgan SE, Dublin branch.

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EXHIBIT A

JURISDICTION SPECIFIC PROVISIONS

1. Ireland

1.1. References to “the Bank” in the Account Validation Service Terms shall be deemed to refer to J.P. Morgan SE, acting through its Dublin branch.

1.2. Sections 3(c), 3(d), 5, 6 and 7 shall not apply and be deleted in relation to the Account Validation Service Terms.

1.3. Section 1 of the Account Validation Service Terms shall not apply and be replaced in full as follows:
“The Account Validation Service is a Service that consists of one or more products that provide Account Status Verification, Account Owner Authentication and related information, which products are provided by Bank and a variety of other providers. Products (hereafter called “AVS Products”) and providers (“Providers”) include the following:
(a) LiinkSM by J.P. Morgan Confirm for accounts at non-U.S. financial institutions (b) Other internal or external proprietary services specified as available by the Bank for accounts at non-US financial institutions (such service providers with applicable terms to be notified to Customer from time to time) The AVS Products described in subsections above will be governed by, and subject to, separate Schedules to these Service Terms in addition to these Service Terms. In the event of any conflict or inconsistency between a Schedule and these Service Terms, the Schedule will control.”

1.4. The following clause will be added to Section 2(d) of the Account Validation Service Terms. “Notwithstanding anything to the contrary in these Service Terms, the Bank reserves the right, in its sole discretion, to analyze and use data it collects to improve the Account Validation Service and for any other business purpose, provided that the data used by the Bank for such purpose will be aggregated and/or de-identified in a manner that does not constitute personal data (as defined in applicable privacy regulations) only upon Customer’s instruction allowing the Bank to aggregate and/or de-identify data for such purpose(s). By signing these Service Terms, Customer agrees the Bank to aggregate and/or de-identify data for such purpose(s).”

1.5. Section 3(b) of the Account Validation Service Terms shall not apply and be replaced in full as follows:
“Bank will also provide the Response data excluding any personal data to Customer.”

1.6. Section 4(c) of the Account Validation Service Terms shall not apply and be replaced in full as follows:
“Customer receives Responses and Response data based on its Inquiries data submitted to the Bank and acknowledges that the Bank cannot guarantee the accuracy, completeness and timeliness of the Responses and Response data. Customer is fully responsible for any decisions Customer makes in its own discretion based on Response data received under the Service and Bank will have no responsibility or liability for any losses incurred by Customer as a result of such decisions.”

1.7. The following clause will be added to Section 4(f) of the Account Validation Service Terms. “Customer shall not use Response data for the purpose of carrying out AML or KYC checks within the scope of its own regulated activities, either in full or as a component of its regulated compliance solutions.”

1.8. The following clause will be added to Section 11 of the Account Validation Service Terms. “11. Exhibit A. The additional jurisdiction specific provisions set forth in the attached Exhibit A and updated from time to time are applicable solely to the Account where it is located in the relevant jurisdiction. If there is any inconsistency between the applicable jurisdiction specific provisions and these Service Terms, the applicable jurisdiction specific provisions shall prevail.

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J.P. MORGAN CONCOURSETM SERVICE TERMS V1.8_05_21_25
The Customer has opened and maintains a deposit account with JPMorgan Chase Bank, N.A. and/or one or more of its affiliates or subsidiaries (the “Bank”) and the Bank will provide the Customer with a Service on such deposit account which (i) provides a Bank hosted platform and/or connectivity designated for this Service, enabling the Customer to initiate payments to, or receive payments from, Counterparties (as defined herein), (ii) enables the Customer to receive related reports, notifications and other information related to such payments, and (iii) under which the Bank will collect certain payment related information from Counterparties (the “Payment Information”) (including for example details of the bank account which a Counterparty wishes to use) on the Customer’s behalf (the “Concourse Service”). The provisions of the account documentation, including terms and conditions governing the operation of business demand deposit accounts and services (the “Account Terms”) and the J.P. Morgan Treasury Services Electronic Channels Service Terms (the “Channels Terms”), as well as other applicable service terms (collectively, “Account Documentation”) are incorporated into these Service Terms by reference. By acknowledging or signing these Service Terms or by using or continuing to use the Concourse Service, the Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. Capitalized terms used herein and not otherwise defined in the body of these Service Terms shall have the meanings specified in the Definitions Section hereof or in the Account Documentation.

1. Available Services: General. Certain aspects of the Concourse Service may be available in different jurisdictions. Bank has advised and will advise Customer which functionalities and Payment Methods are available to the Customer under this Service. Customer will instruct the Bank to process payables or receivables in accordance with these Service Terms on their Account(s), as further set forth below. A Counterparty will, if necessary under applicable law and/or the request of Customer, be required to Register in order for the Bank to process payments in accordance with these Service Terms, and the Customer understands that a Counterparty may choose not to Register or may cancel an existing Registration at any time, in which case the Bank may not be able to provide all functionalities under the Concourse Service to the Customer with respect to the Counterparty. For the avoidance of doubt, when providing the Concourse Service, the Bank acts on behalf of the Customer, not the Counterparty, including when receiving information from the Counterparty.

2. Receivables/Pay-Ins. The Customer may use the Concourse Service to initiate a Transaction(s) from a Counterparty to the Customer using the Technology. In the jurisdictions where this is available, the Customer may opt to charge a Counterparty Fee (as hereinafter defined) for the Transaction. The Counterparty may be notified by the Customer using the Concourse Service that payment is requested for a bill or invoice by sending a Payment Request. The Counterparty may choose to accept or decline a Payment Request. Processing of the Payment Request will commence once the Counterparty has completed Registration (if and as required) and authorized a payment to the Customer by means of an Electronic Payment using a Payment Method.

3. Payables/Pay-Outs. The Customer may use the Concourse Service to initiate a Transaction or series of Transactions from the Customer to a Counterparty using the Technology and, if applicable, by instructing the Bank to send a Payment Offer to the Counterparty.

3.1 Timeframe. The Customer must specify a timeframe within which the Counterparty may accept the Payment Offer.

3.2 Acceptance. The Counterparty may choose to decline a Payment Offer or (after Registering, if required) accept it by providing an Authorization. If the Payment Offer is not accepted within the timeframe determined by the Customer, that Payment Offer will expire.

Once a Payment Offer expires, the Counterparty will no longer be able to accept or decline that Payment Offer. Processing of the Transaction will commence once the Counterparty has Registered (if required) and provides an Authorization that applies to the Transaction for the first time or, where the Counterparty has already provided an Authorization that applies to the Transaction, the Customer initiates a payment; this is also when the Customer’s Payment Offer is deemed received by the Bank.

3.3 Currency. The Customer’s Payment Offer may state that it will make a Transaction to the Counterparty at a default currency amount, or at an alternative amount in another currency (a “Multiple Currency Payment Offer”). The alternative amount will be as determined in accordance with the rates, and after deduction of fees, for currency conversion as agreed between the Bank and the Customer in the Account Documentation. If the Customer makes a Multiple Currency Payment Offer, the Counterparty may use the Counterparty Channel to nominate the currency it wishes to receive the Transaction in (the “Preferred Currency") and the Bank will process the Transaction on behalf of the Customer in the Preferred Currency in accordance with this clause 3.3 and the Account Documentation. A Multiple Currency Payment Offer is deemed received by the Bank once the Counterparty has confirmed the Preferred Currency. However, the Bank will not process a Transaction, or be treated as having received the Customer’s Payment Offer, unless the relevant requirements above have also been met. Where a Multiple Currency Payment Offer covers future payments as well as an initial payment, future payments will be in the Preferred Currency (as nominated by the Counterparty from time to time) as determined in accordance with this clause 3.3.

3.4 Cancellation. The Customer may cancel a Payment Offer at any time before the Counterparty has accepted it in which case the Counterparty will no longer be able to accept that Payment Offer or provide a related Authorization. See below Section concerning Cancellation or Modification, for additional details.

4. Counterparty Channels. The Customer may utilize interfaces made available by the Bank (“Counterparty Channels”) to facilitate interactions with the Counterparty. Counterparty Channels may include a secure connectivity channel embedded into the Customer’s website (“Embedded Channel”), an online and/or mobile website and if separately agreed, a phone-based Call Center. The Counterparty Channels may only be used for Registration, Authorization and for other purposes specified in these Service Terms or by the Bank relating to the processing and service of a Transaction, including collecting Personal Information from the Counterparty. The Customer may be offered the ability to customize the appearance and/or function of the Counterparty Channel in order to adhere to Customer branding requirements, including the use of the Customer’s name, logo and / or associated brand marks.

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5. Transaction Processing/Payment Methods. The Customer may provide the Counterparty with the option of one or more Payment Methods to complete a Transaction. If the Counterparty completes Registration and authorizes a Transaction, the Bank will process the Transaction using the Payment Method selected by the Counterparty, as applicable. Payment Methods may include those set forth in this Section, and others made available by the Bank from time to time. Bank has no obligation to make any specific Payment Method available. Additional Service Terms may be required for certain Payment Methods; in the event of any conflicts between such Service Terms and these Service Terms, these Service Terms will apply, but only with respect to the Customer’s use of the Concourse Service.

5.1 Bank Account Processing. If the Counterparty chooses to make a Transaction through a bank account, the Bank will, subject to these Service Terms, initiate debit or credit entries to the checking or savings accounts of the Counterparty.

5.2 Paper Check Processing. All Paper Check Payments shall be governed by the Check Print Service Terms.

5.3 Push to Card (U.S. and CANADA ONLY). All Push to Card Payments shall be governed by the Push to Card Service Terms.

5.4 Virtual Card (U.S. ONLY). All Virtual Card Payments shall be governed by the Virtual Card Service Terms.

5.5 Prepaid Card (U.S. ONLY). All Prepaid Card Payments shall be governed by the Prepaid Card Service Terms.

5.6 Card Processing and Card-based Digital Wallet Accounts (AS AVAILABLE IN SELECT JURISDICTIONS). If the Counterparty chooses to make a Transaction using a Card, such Transactions will be submitted to and processed by the Merchant Processor according to its formats and procedures. In processing and transmitting Transactions through Cards, the Bank's sole responsibility will be to transmit the Transaction information to the Merchant Processor. The Bank will have no responsibility for applying any payments to a Counterparty’s Card account or for any other credit card processing functions, nor will the Bank have any responsibility for any action or inaction of the Merchant Processor.

5.7 Stored Value Digital Wallet (“SVDW”) Processing (AS AVAILABLE IN SELECT JURISDICTIONS). If the Counterparty chooses to make a Transaction using a SVDW Account, such Transaction will be submitted to and processed by the SVDW Provider in accordance with its terms and conditions. The SVDW Provider will be responsible for transferring value to or from the Counterparty’s SVDW Account and for any reversals, recalls or returns in connection therewith, and the Bank will have no responsibility thereof. Once the Transaction is authorized, the SVDW Provider will send an acknowledgment to the Bank indicating processing of the Transaction. In processing and transmitting Transactions through the SVDW Provider, the Bank’s sole responsibility will be to transmit the Transaction information to the SVDW Provider. The Bank will have no responsibility or liability for any acts, omissions, delays or errors by the SVDW Provider, including without limitation any failure to complete or delay in completing the Transaction or any losses relating to fraud, data breach or data security of the SVDW Provider. The availability of a SVDW Provider as a means for a Counterparty to complete a Transaction shall not be deemed an endorsement or recommendation of such SVDW Provider. No SVDW Provider shall be found to be an agent or service provider of the Bank.

5.8 Counterparty Fees (U.S. and CANADA ONLY). Customer may affirmatively “opt-in” to charge convenience fees, service fees, processing fees, surcharges or other similar platform fees (collectively, “Counterparty Fee(s)”) to the Counterparty in relation to the Concourse Service. Customer acknowledges that it was given the option by the Bank to not charge Counterparty Fees, and that it voluntarily, and in its sole discretion, elected to charge such Counterparty Fees. The Bank is not responsible for evaluating the legality of the Counterparty Fees.

5.8.1 Concourse may initiate a separate transaction for the collection of the Counterparty Fee, and will submit the transaction to the Bank or through the networks, as applicable.

5.8.2 Counterparty Fees will either be retained by the Bank, or the Customer, as mutually agreed upon by the Parties.

5.8.3 The Party retaining the Counterparty Fee shall be responsible for obtaining any necessary consents, and issuing any required disclosures to Counterparties and for paying any applicable fees and taxes related to the Counterparty Fees.

5.8.4 The Customer acknowledges that certain state or provincial laws may prohibit and/or impose restrictions on the assessment of Counterparty Fees added to credit card transactions. It is the Customer’s responsibility to comply with all Applicable Laws in connection with its decision to add fees to the total amount Customer is collecting from its Counterparties.

6. Settlement and Settlement Account. The Customer authorizes the Bank to debit and credit (as applicable) a designated account of the Customer held with the Bank in connection with the processing and settlement of Transactions (“Account”).

7. Chargebacks/Returns/Reversals. The Customer shall be responsible if any Transaction for which the Customer or any Counterparty has been given provisional credit is the subject of a chargeback, return or reversal, or if final settlement is not received by the Bank or Merchant Processor for any reason. In such event, the Bank will chargeback the amount to the Customer’s account or claim a refund from the Customer.

The Bank will credit the amount of any returned Transaction to the Customer’s designated account upon receipt by the Bank of settlement and after any applicable resubmissions are completed.

8. Cancellation or Modification. Once a Payment Request or Payment Offer has been issued to a Counterparty, the Customer may request to cancel or modify any Payment Request or Payment Offer prior to the time the Counterparty has Authorized or declined such Payment Request or Payment Offer. The Bank will endeavor to act upon such cancellation or modification request.

9. Security Procedures for Customer Transaction Instructions and Other Information. All Instructions transmitted by the Customer to the Bank shall be verified in accordance with the Security Procedures set forth, and as defined in, the Channels Terms. Controls

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unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank, as well as any subsequent modification made by the Bank to such procedures and requirements that are designed to strengthen the Security Procedures.

10. Security Procedures for Authenticating Counterparties.

10.1 The Bank shall make available reasonable security measures for verifying the identity of Counterparties that access a Counterparty Channel or Embedded Channel, as applicable, including the following:
(a) Authentication of a Counterparty by the Customer prior to the user accessing a Counterparty Channel (“Session Transfer”); (b) A challenge question that the Counterparty will be required to answer prior to submission of Transaction, if applicable; and (c) Use of one or more services that provide account ownership authentication.

10.2 For certain Payment Methods specified by the Bank, the Customer will be required to implement at least one of the foregoing procedures in this Section or (to the extent appropriate and in accordance with the Applicable Law) sign a waiver in a form specified by the Bank (“Waiver”). The Customer agrees that any information that has been verified through one or more of the applicable security procedures set forth in this Section (or processed pursuant to an executed Waiver, as applicable) shall be effective and binding on the Customer, whether or not authorized by the Customer or the Counterparty, and notwithstanding that any resulting Transaction may result in an overdraft of an Account.

10.3 The Customer agrees to indemnify and hold the Bank, its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) (“Losses”) arising directly or indirectly from the Bank receiving and acting on any information through the Counterparty Channel or Embedded Channel (as applicable) that was not authorized by the Counterparty save to the extent that such Losses arise as a direct result of the Bank’s gross negligence, fraud, or failure to implement or maintain reasonable security measures for authenticating the Counterparty on the Counterparty Channel or Embedded Channel (as applicable).

11. Obligations of the Customer. In connection with the Concourse Service, the Customer shall have the following obligations:
(a) The Customer shall provide the Bank with all information and materials reasonably necessary for Bank to implement the Concourse Service for use by the Customer.
(b) If the Customer is using the Concourse Service to initiate a Transaction, the Customer will provide the Bank with appropriate and sufficient information in connection with that Transaction including any Personal Information requested by the Bank, such as the name, email address, phone number, and mailing address for each Counterparty and any other information agreed upon by the Bank and the Customer from time to time (the “Counterparty Information”). The Customer shall provide the Counterparty Information in a format and through a secure channel acceptable to the Bank, using such security procedures as the Bank may prescribe. The Customer is solely responsible for providing all applicable notices (including privacy notices, if applicable) to the Counterparty, and obtaining all required consents and authorizations to permit the sharing of Counterparty Information with the Bank, and its agents and vendors if applicable, and the Bank, and its agents and vendors if applicable, subsequent processing of same. The Bank may reject or delay processing of the Counterparty Information if the Counterparty Information is incomplete or otherwise does not meet the standards the Bank reasonably specifies for acceptance. The Customer will promptly notify the Bank of any changes to any Counterparty Information provided by the Customer to the Bank. The Counterparty Information may be accompanied or followed by instructions setting forth the payment amount for each Transaction and such other information as the Bank reasonably requires to enable the Bank to issue Payment Requests and/or Payment Offers to Counterparties, as applicable, including without limitation such evidence of authority for the Payment Request or Payment Offer as the Bank may require. The Bank may reject or delay processing of a Transaction if the Customer’s instructions are not complete or otherwise do not meet the standards the Bank specifies for acceptance; the Bank will notify the Customer of any instructions that the Bank does not accept. All instructions provided under this Section shall be electronically delivered to the Bank in a secure, encrypted, or password protected format, acceptable to the Bank, using the security procedures referenced in these Service Terms. (c) Except as otherwise provided below, the Customer (as the originator of each Transaction) authorizes the Bank to obtain an Authorization on the Customer’s behalf from each Counterparty when the Counterparty uses a Counterparty Channel, as applicable. (d) When the Counterparty does not use a Counterparty Channel, but instead directly provides the bank account or Card details to the Customer, the Customer shall obtain the Authorization from each Counterparty. (e) The Customer shall execute any additional documents related to payment processing by Merchant Processor as provided by the Bank, as applicable.
(f) The Customer shall maintain the Customer’s own channels required to utilize the Service, including, but not limited to, website, mobile application as well as any related links, URLs, APIs and Session Transfer capabilities between the Customer’s channels and the Concourse Service, as applicable.
(g) The Customer shall procure and maintain, at its sole expense, all hardware, software and telecommunications equipment necessary to access and use the Service, including any updates or upgrades required by the Bank for the Service. (h) The Customer shall use commercially reasonable efforts to ensure that the Customer and its vendors, if applicable, cooperate fully with

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the Bank to achieve interoperability of the Technology and Service with the Customer’s or vendor’s hardware and software. The Bank will have the right to, at its discretion, reject any data that it reasonably believes will interfere with the ability of the Technology or Service to process data in accordance with these Service Terms.
(i) The Customer acknowledges that the Bank’s customer is the Customer and no Counterparty shall be considered a customer of the Bank for any purpose, unless that Counterparty is already a customer of the Bank in the ordinary course. The Customer agrees that the Bank may solicit feedback or comments from the Customer or Counterparties relating to their experience using the Concourse Service. (j) The Customer shall maintain the confidentiality of any passwords, codes, digital certificates, security devices and related instructions for use of the Service, which may be revised from time to time upon notice to the Customer, and if the Customer believes or suspects that any such information or instructions have been accessed by unauthorized persons, the Customer shall promptly notify the Bank and advise the Bank as to the effect of the security breach and the corrective actions being taken to restore or verify security. (k) The Customer shall ensure that the Counterparties promptly notify them of any security breaches of the Counterparty Channel. (l) If the Customer wishes for the Bank to take an action regarding the Counterparty Channel, the Customer shall instruct the Bank on such actions as it deems necessary. Reasons behind such requests for Bank action may include, but are not limited to, if the Customer becomes aware of or reasonably suspects any unauthorized access to the Counterparty Channel or if the Customer believes or suspects that any related information or instructions have been accessed by unauthorized persons. It should be noted, that, at all times, the Customer is able to take any such action to the Counterparty Channel it deems appropriate, in its discretion, and in accordance with applicable laws, without such instruction to the Bank. For the avoidance of doubt, in case the Customer becomes aware of or reasonably suspects any unauthorized access to the Counterparty Channel or if the Customer believes or suspects that any related information or instructions have been accessed by unauthorized persons, the Customer shall either (i) take action to the Counterparty Channel or (ii) instruct the Bank to take an action in accordance with this section.
(m) Customer directed stylistic changes to a Counterparty Channel including, but not limited to, text/font, background and foreground colors must adhere to Web Content Accessibility Guidelines (WCAG) 2.0 AA accessibility guidelines. (n) The Customer shall maintain reasonable sanctions policies, procedures and/or controls reasonably designed to ensure that no Counterparty is subject to sanctions under Applicable Laws.

12. Obligations of the Bank. In connection with the Concourse Service, the Bank shall have the following obligations:
(a) The Bank shall provide the form of Authorization and Terms and Conditions to a Counterparty when a Counterparty uses a Counterparty Channel to initiate / Authorize (as applicable) a Transaction. The Counterparty is presented with the Authorization and Terms and Conditions as a condition prior to initiating / Authorizing (as applicable) a Transaction. (b) The Bank will manage the Registration of Counterparties on the Counterparty Channels, the sending of notifications to Counterparties, and the processing of Instructions by the Customer, as applicable. (c) The Bank shall comply with all Applicable Laws as provider of the Concourse Service.

13. Representation, Warranties, and Covenants of the Customer. The Customer represents, warrants and covenants to the Bank that:
(a) The Customer shall comply with all Applicable Laws and, as appropriate, the terms of the applicable Account Documentation; (b) The Counterparties (i) are not subject to sanctions under Applicable Laws, and (ii) reside in a Permitted Jurisdiction; (c) Notwithstanding the data protection warranties in these Service Terms, the Customer has obtained all relevant Authorizations and consents from the Counterparty as required to permit the sharing of Counterparty Information (including Personal Information) with the Bank and the Bank’s subsequent processing of the same;
(d) The Customer has established all legal rights necessary, including consent where required, to provide to the Bank with Personal Information for the Bank to process for the purposes set out in these Service Terms; (e) Each Counterparty has provided express consent for the Bank and its agents and vendors to send email and text messages, including those sent via automatic or automated dialing technology, for informational and servicing purposes to such Counterparty at the telephone number and email address that such Counterparty has provided to the Customer; (f) The Customer has verified that the Counterparty’s phone number has not been disconnected or reassigned before the Bank sends the text message; and
(g) The Customer agrees to indemnify and hold the Bank, its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising directly or indirectly from the Customer’s breach of any representation, warranty or covenant under these Service Terms.

14. Intellectual Property Ownership.

14.1 Technology. Subject to the terms and conditions herein, the Bank grants the Customer a non-transferable, non-exclusive, nonassignable limited license to use the Technology for Customer’s use only. Customer will not transfer, sublicense, publish, rent, assign, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, reverse engineer, modify

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or change the Technology or any component thereof for any purpose under any circumstances, except as permitted herein. Customer will not disclose or distribute to any other person or party, or allow any other person or party to access, inspect or copy the Technology, including any component of the platform and related data. Unless otherwise expressly agreed to in writing, Customer shall not remove or modify any disclaimer, copyright or trademark notice contained in any component of the Technology or Concourse Service or in anything copied or downloaded therefrom. Customer shall not use the Technology in a manner which would violate this license or infringe the proprietary rights of the Bank or others or violate the laws, tariffs or regulations of any country. Customer agrees not to disclose to any other party and to keep confidential all of the Technology and all information contained in or related to the Technology and related documentation. The Technology constitutes commercially valuable proprietary property and trade secrets of the Bank and its licensors.

The Bank and its licensors reserve all title and full ownership rights and interests in the Technology subject to the provisions herein.

14.2 Trademark. The Bank hereby grants the Customer a non-exclusive, non-assignable, non-transferable, non-sub licensable, revocable right (“Trademark License”) to display the J.P. Morgan or Chase Logo: (a) in a form to be provided by the Bank; (b) solely on the Customer’s internet website; and (c) solely in connection with the Customer’s use of the Concourse Service as described in these Service Terms (the “Permitted Purpose”). Customer will use the J.P. Morgan or Chase Logo solely in accordance with Bank’s brand guidelines, available at www.jpmorganbrand.com. Upon Bank’s request, the Customer will: (i) submit to the Bank for prior approval all proposed uses of the J.P.

Morgan or Chase Logo; and (ii) provide to the Bank samples of all uses of the J.P. Morgan or Chase Logo and any other documents or information which may permit the Bank to determine if the Customer’s use of the J.P. Morgan or Chase Logo meets quality standards and specifications and directions supplied or approved by the Bank. The Customer shall not incorporate the J.P. Morgan or Chase Logo, any derivative of the J.P. Morgan or Chase Logos or any mark which is similar to the J.P. Morgan or Chase Logo, into Customer’s name, and shall not use the J.P. Morgan or Chase Logo or any mark similar to the J.P. Morgan or Chase Logo, in the promotion of any products or services other than as authorized under this Service Terms or in the promotion of any individual or entity other than J.P. Morgan or its affiliates. Ownership of the J.P. Morgan or Chase Logo and the goodwill relating thereto shall remain vested in the Bank both during the period of these Service Terms and thereafter. Any use of the J.P. Morgan or Chase Logo by the Customer shall inure to the benefit of the Bank. The Trademark License granted pursuant to this Section shall terminate immediately upon the termination of these Service Terms or as otherwise specified by Bank, for any reason, with or without cause. Upon such termination, Customer shall discontinue all use of the J.P. Morgan or Chase Logo. The Customer grants the Bank a non-exclusive limited license to use the Customer’s name, trademarks, service marks, symbols, logos, domain names and trade names, as applicable, for use in connection with the provision of the Concourse Service.

15. Reliance on Information; Memo Fields.
(a) Without limitation of the foregoing, the Bank is authorized to rely on the content, accuracy and completeness of all information and data received from the Customer or received from any Counterparty (or purported Counterparty), including but not limited to any bank account details provided to the Bank for purposes of Transactions. The Bank will not be liable for any loss or damage arising out of the inaccuracy thereof, including any errors in the Counterparty Information and any resulting erroneous Transactions. The Customer shall be solely responsible for the security and integrity of all such information and data supplied or transmitted to the Bank including during transmission to the Bank.
(b) The Bank may, in its discretion, provide the Customer with a memo field to use or the ability to attach supporting documentation when initiating a Payment Request or Payment Offer to Counterparties. (i) The Customer agrees that it will not include inappropriate or abusive language, messages, or content in the memo field or any attachments.
(ii) The Customer acknowledges and agrees that it is authorized to include and disclose any information in the memo field and attachments and shall, at all times, comply with its obligations under these Service Terms and Applicable Laws in disclosing information in the memo field and attachments.
(iii) The Customer acknowledges and agrees that it will not include or disclose Protected Health Information (as defined under Applicable Laws and in relation to the US, in 45 CFR 160.103) in the memo field or attachments. (iv) The Bank has no obligation to review any information submitted as part of the memo field or supporting documentation in connection with the same, but reserves the right to review and/or monitor such contents, and may delete or edit the memo and/or supporting documentation if the Bank believes, in its sole discretion, that any of the content is inappropriate or abusive including if such contents reasonably appear to be or contain Protected Health Information.

DISCLAIMER. THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED UNDER

APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE

TECHNOLOGY OR CONCOURSE SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,

SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR

WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE CONCOURSE SERVICE. THE BANK DOES NOT WARRANT OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY,

PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE, WITHOUT DELAY OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR

AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND CUSTOMER ASSUMES ALL SUCH RISK. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE CONCOURSE SERVICE PURSUANT TO THE BANK’S PROCEDURES. NOTHING IN THIS SECTION OR ELSEWHERE IN THESE SERVICE TERMS LIMITS THE BANK’S LIABILITY FOR FAILURE TO COMPLY WITH THE ABOVE SECTIONS.

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16. Withdrawal of Access/Suspension of Service. The Bank may, in its discretion, instruct the Customer to terminate access to any Authorized User or individual and the Customer agrees to promptly comply with such instructions. The Bank reserves the right to deny, suspend or revoke access to the Concourse Service, in whole or in part, if the Bank believes the Customer and/or its Authorized Users are in breach of these Service Terms or are otherwise using or accessing the Concourse Service in a manner inconsistent with the terms and conditions hereof.

The Bank may, at any time, in its sole discretion, cancel or suspend a Counterparty’s use of or access to the Counterparty Channels, as may be required by applicable law, rule or regulation or by the Bank’s policies and procedures. The Customer acknowledges that the Bank has the right to suspend or revoke access to the Concourse Service and is not obligated to execute the Transaction where, in the Bank’s opinion, the Customer’s access to the Concourse Service or the Counterparty’s access to the Counterparty Channels may be compromised.

17. Customer Agreement with Counterparty. The Customer acknowledges and agrees that the Bank shall not be deemed to have any knowledge (imputed or otherwise) of any of the terms or conditions of any agreement between the Customer and any Counterparty nor for the performance thereof. Notwithstanding the foregoing, in the event the Bank becomes aware that the content of any communication or agreement between the Customer and any Counterparty relating to the Concourse Service is incorrect or contains information that the Bank in its reasonable discretion finds objectionable, the Bank shall have the right to require the Customer to modify or amend such communication or agreement to the Bank’s reasonable satisfaction. At all times, the Customer shall comply, and shall ensure that the Counterparty complies, with all Applicable Laws.

The Customer confirms that the Counterparty does not act on the Customer’s behalf in relation to the Concourse Service including when the Counterparty provides information through the Concourse Service.

18. Governing Law. These Service Terms and the rights and obligations of the Customer and the Bank in respect of the Concourse Service shall be governed by and construed in accordance with the laws appliable to the Account, as provided under the Account Terms.

19. Termination. Upon termination of these Service Terms as provided in the Account Terms, all rights to the Concourse Service and Technology, including, but not limited to, use and access, will automatically terminate. The Customer will discontinue its use of the Concourse Service and Technology, and upon request from the Bank, will return to the Bank any and all equipment, software, documentation, or other deliverables provided to the Customer by the Bank, including any copies thereof held by the Customer.

20. Definitions.
“API” means Application Programming Interface.
“Account” has the meaning provided above. For the avoidance of doubt, Account shall mean the demand deposit account opened by the Customer under the Account Terms which is connected to the Concourse Service under these Service Terms. “Applicable Laws” mean: (a) any law, rule, regulation, requirement, judgment, decree, order or directive, including, without limitation, any global, federal, country, state, provincial or local laws, rules and regulations applicable to the Account or and including those issued by governmental or regulatory authorities having jurisdiction over the relevant party, that are applicable to a party, or its business, or which the party is otherwise subject to, including without limitation, anti-money laundering laws, privacy laws and sanctions laws; (b) the Payment Brand rules, standards and guidelines, including without limitation security standards relating to privacy, and data security; and (c) clearinghouse and payment network rules. “Authorized User” means any person who has been designated by a written notice from the Customer to act on behalf of the Customer under these Service Terms or the Account Documentation. For the avoidance of doubt, the Counterparty is not an Authorized User of the Customer. “Authorization” or “Authorize” means: (a) a confirmation from the Counterparty to the Bank that the Counterparty accepts to receive one or more payments from the Customer; or (b) an authorization from the Counterparty to the Bank to debit the Counterparty’s deposit account; obtained by either the Bank through the Counterparty Channels; or the Customer. “Card” means a physical card or virtual representation of a card used to access an account or account number through which Payment Brand payment services are delivered, authorized and established between a Counterparty and a Payment Brand. Cards include, but are not limited to, credit or debit cards, stored value cards, loyalty cards, and electronic gift cards. “Counterparty” means either a consumer or business customer of the Customer or other person or entity with whom Customer has a relationship, who instructs or Authorizes a Transaction upon or after completion of Registration (as applicable). “Counterparty Channel” has the meaning provided above.
“Data Protection Laws” means any law, enactment, regulation or order concerning the processing of data relating to living persons applicable in the relevant jurisdiction, including but not limited to:
(a) the EU GDPR and any other law, enactment, regulation or order transposing, implementing, adopting, supplementing or derogating from, the EU GDPR and the EU Directive 2002/58/EC in each EU member state; and (b) the UK GDPR, the UK Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, each as amended from time to time and to the extent applicable to the activities or obligations under or pursuant to these Terms. “EU GDPR” means the General Data Protection Regulation 2016/679. “Merchant Processor” means the provider of services necessary to authorize, process and settle, as applicable, Counterparty’s Card transactions contemplated hereunder.
“Paper Check Payments” means the service by which the Bank prints and mails check payments on behalf of the Customer for Counterparties who have not completed Registration or upon Customer’s request. “Payment Brand” is any payment method provider whose payment method is accepted by Merchant Processor for processing, including, but not limited to Visa Inc., MasterCard Incorporated, Discover Financial Services, American Express Company and other credit and debit card providers, and debit network providers.
“Payment Method” means one or more methods made available by the Bank, from time to time, through which Transactions are made or received by the Customer such as bank account, Card, or SVDW Account. “Payment Offer” means a request delivered by email to a Counterparty’s email address or by text message to a Counterparty’s telephone number, in each case as supplied by the Customer to the Bank, asking a Counterparty (if not yet Authorized) to Authorize one or more Transaction(s) from the Customer.
“Payment Request” means a request delivered by email to a Counterparty’s email address or by text message to a Counterparty’s telephone number, in each case as supplied by the Customer to the Bank, that the Counterparty pay specified amounts to the Customer. "Permitted Jurisdiction” signifies the permissible jurisdictions where a Counterparty may reside for purposes of receiving / accepting payments

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in connection with Customer’s use of the Concourse Service, in each case as determined by the Bank in its sole discretion. “Personal Information” means personal data (as defined in Data Protection Laws) including personal data of the Counterparty, provided to the Bank by or on behalf of the Customer in connection with the Bank’s provision of the services contemplated in these Service Terms and shall include the name, email address, phone number, address, payment method information and bank account or Card details of the Counterparty. “Prepaid Card Payments” means the service by which the Bank issues prepaid Cards to Customer that enable Customer to make payments to a Counterparty using such prepaid Cards.
“Push to Card Payments” means the service by which the Bank enables Customer to initiate a Push to Card instruction for an intended recipient and / or offer Push to Card as a method of payment for Counterparties to enable payouts to debit cards and / or reloadable prepaid cards. “Register” or “Registration” means the process through which Counterparties provide their bank account or Card details using the Counterparty Channel in order to make or receive a Transaction.
“SVDW Account(s)” means a stored value digital wallet account maintained by a Counterparty or the Customer at a SVDW Provider. “SVDW Provider” means a third party that maintains SVDW Accounts and that Bank makes available to the Customer as a method for Counterparties having SVDW Accounts to pay the amount of Payment Requests or to receive the amount of Payment Offers. “Technology” means the Bank’s (or its licensor’s) platform and website used for the provision of the Concourse Service, which may be whitelabeled in the Customer’s name, and which have been designed to facilitate payments between Counterparties and the Customer, using a Payment Method.
“Terms and Conditions” means the terms and conditions which may be provided by the Bank to the Counterparty which govern the Counterparty’s use of or access to the Counterparty Channel. “Transaction(s)” means the payment(s) of amounts specified by the Customer to be paid (i) by the Counterparty to the Customer or (ii) by the Customer to the Counterparty, using a Payment Method.
“UK GDPR” means the General Data Protection Regulation 2016/679 as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018).
“Virtual Card Payments” means the service by which the Bank issues virtual Cards to Customer that enable Customer to make payments to a Counterparty using such virtual Cards.

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ADDITIONAL TERMS APPLICABLE IN SELECTED JURISDICTIONS

1. ADDITIONAL TERMS APPLICABLE TO THE USE OF THE SERVICE IN THE UNITED STATES:

1.1 ACH. “ACH” means a Transaction processed through the U.S. Automated Clearing House System. If the Counterparty chooses to make or receive Transactions through a bank account, all Transactions shall be governed by the ACH Origination Service Terms or by the Real-Time Payments Sender Service Terms, depending upon the payment system used to execute the Transaction.

1.2 Real-Time Payment (“RTP”) Processing. RTP means a Transaction processed through the U.S. Real-Time Payment System operated by The Clearing House Payments Company. If the Counterparty chooses to make a Transaction using RTP Payments, the Customer becomes obligated to pay the amount of its Transaction upon receipt of such Transaction by the Bank. The Bank will debit the Customer’s account with the Bank that the Customer specifies for the total of RTP Payments processed in the Customer’s name. The Customer agrees to have good and collected funds in its account to cover the amounts of all RTP Payments initiated in its name. Additional Service Terms apply for RTP Payments.

1.3 Zelle2 Processing. “Zelle” refers to the Zelle Network® operated by Early Warning Services, LLC (“Early Warning”), which facilitates the exchange of Network Transactions (defined herein) between participating financial institutions. If the Counterparty chooses to make a Transaction using the Zelle Network® then the following terms and conditions shall apply upon which Network Messages (as such term is hereafter defined) can be sent under the Service through the Zelle Network®. Except to the extent modified hereby, Concourse Service Terms shall apply to all Network Transactions through Zelle.

1.3.1 Zelle Network® Transactions. “Network Transaction” shall have its meaning set forth in the Zelle Network® Participation Rules (“Zelle Rules”). The Customer may use the Service to initiate the transmission of Network Transactions to the Counterparty through the Zelle Network®. The Customer understands and agrees that the Zelle Network® is a message transmission network only, and neither transfers nor moves money. Network Transactions initiated by the Customer will be settled via the ACH or RTP for Network Transactions to deposit accounts and through the relevant credit card network (Visa or MasterCard) for Network Transactions to debit cards, as hereafter provided. The Zelle Network® enables Transactions from the Customer to Counterparties who are registered directly with Zelle or with a financial institution (including the Bank) that has an agreement with Zelle (a “Network Bank”), using aliases, such as email addresses or mobile phone numbers. Zelle will route a particular Network Transaction to a deposit account or to a debit card based upon the Counterparty’s Registration. If the Customer does not wish to send Network Transactions to Counterparty debit cards, the Customer must notify the Bank in advance through such means as the Bank shall specify. The Customer can only send payments and cannot receive or request payments through Zelle.

1.3.2 The Customer agrees to the following terms in connection with Network Transactions that are processed through Zelle. (a) The Customer acknowledges and agrees that the Customer is solely responsible for providing the correct email address and mobile number of each Counterparty. A Network Transaction may be completed even if the email address and mobile number provided by the Customer identifies a person different from the intended Counterparty. The Customer will be solely responsible for any amount that is transferred to the incorrect Counterparty or any failure to transfer any amount to the correct Counterparty as a result of an error in the information provided by the Customer to the Bank. (b) The Customer understands that Network Transactions may not be amended or cancelled once released to the Bank. The Bank will notify Customer of any Transactions or other transmissions that are rejected or returned. (c) Payment Requests (as such term is defined in the Zelle Rules) may be initiated by the Customer through the Zelle Network® if mutually agreed with the Bank.
(d) A Network Transaction will typically occur in minutes if the Counterparty is registered directly with Zelle or with a Network Bank. The Customer agrees that if a Counterparty is not registered as a user with either Zelle or a Network Bank, the transfer may take up to three (3) business days from the day the intended Counterparty responds to the payment notification by registering as a Zelle user. The Customer understands and acknowledges that a Counterparty who is not registered as a Zelle user may fail to register with Zelle or otherwise ignore the payment notification and the Network Transaction may not occur. If the Counterparty does not register and accept the payment within 14 days, the Network Transaction will be cancelled.
(e) The Customer becomes obligated to pay the amount of a Network Transaction upon the Bank’s receipt of Transaction requesting such Network Transaction. The Bank will debit the Customer’s account with the Bank that the Customer specifies for the total of Network Transactions processed in the Customer’s name. In the event a payment is directed to a Counterparty’s debit card, the corresponding debit from the Customer’s account may be effected immediately upon receipt of the Customer’s Payment Instructions, as such term is defined in the Zelle Rules, by the Bank. The Customer agrees to have good and collected funds in its account to cover the amounts of all Network Transactions initiated in its name. (f) Subject to the Account Documentation, settlement for Network Transactions to deposit accounts will occur either through ACH or RTP, as shall be mutually agreed upon by the Customer and the Bank. Notwithstanding the foregoing, if RTP is the agreed upon settlement method, any Transaction to a deposit account that cannot be settled through RTP will be settled through ACH.
2 Zelle and the Zelle related marks are wholly owned by Early Warning Services, LLC and are used herein under license.

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(g) Subject to the Account Documentation, settlement for Network Transactions to debit cards will occur through the relevant card network (Visa or MasterCard). The Customer acknowledges and agrees that Network Transactions to debit cards may result in additional fees charged to the Customer either in the form of an aggregate sum included as Transaction fees or on a per Transaction basis charged at the time the Payment Instructions are initiated. Bank shall provide the Customer with notice of applicable fees for all Network Transaction with Zelle. (h) The Customer authorizes and instructs the Bank to send emails and text messages to the Counterparty concerning each Network Transaction sent to such Counterparty.
(i) The Customer acknowledges and agrees that the Bank will not send Network Transactions to an unregistered Counterparty who has opted out of receiving notifications and will cancel the Network Transaction and any associated settlement. The Bank will notify the Customer of such cancellation, including the reason for cancellation. (j) The Customer acknowledges and agrees that the Bank may delay, block or cancel a Network Transaction and/or put a hold on the amount thereof in the Customer’s account as determined in its discretion for various reasons including fraud, duplicate payment, incorrect amount or incorrect Counterparty or otherwise to meet Bank’s regulatory obligations. The Bank will notify the Customer if the Bank delays or blocks a Network Transaction. (k) The Customer understands and agrees that the Zelle Network® operator may use Network Transaction information and data for certain purposes as set forth in the Zelle Rules and the Customer consents to all such use with respect to Network Transactions initiated under this Section
(l) The Customer represents and warrants that (i) each Network Transaction will comply with the Zelle Rules and all applicable U.S. laws and regulations, including without limitation, those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State; (ii) all Network Transactions will be for legitimate and lawful purposes; (iii) the Customer will not use the Zelle Network® to send payments in relation to any prohibited uses as identified in the Zelle Rules such as any illegal activity (e.g., drugs, gambling, counterfeit goods), firearms, ammunition and other weapons, terrorist funding, fraud or money laundering; and (iv) the Customer will not use any Zelle Network® Service to facilitate a Payment Services Transaction (as such term is defined in the Zelle Rules), and no Network Transaction that it initiates will be a Payment Services Transaction. The Bank reserves the right to suspend or terminate the Customer’s use of the Service if the Bank believes any payment initiated by the Customer is for any unlawful purpose or falls into one of the above prohibited categories. Upon request of the Bank, the Customer will provide the Bank with any information regarding the Customer’s Network Transactions. The Customer agrees that the Bank may provide information to the Zelle Network® operator at any time relating to Customer’s Network Transactions. (m) The Bank may, at its sole discretion, provide the Customer a memo field to use when initiating a Network Transaction to a Counterparty. The Customer agrees that it will not include inappropriate or abusive language, messages or content in the memo field. The Customer acknowledges and agrees that it is authorized to include and disclose any personal information in the memo field and shall, at all times, comply with Applicable Laws in disclosing information in the memo field. The Customer acknowledges and agrees that the Bank may monitor the contents of the memo field, and may delete or edit the memo if the Bank believes, in it its sole discretion, that any of the content is inappropriate or abusive.

1.3.3 INDEMNITY. Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities, expenses (including costs of investigation and attorneys' fees and expenses of litigation), judgments, fines, penalties and amounts paid in settlement arising out of or resulting from (a) Customer’s failure to comply with the Zelle Rules to the extent applicable to the extent applicable to the Customer, (b) claims by third parties with respect to Customer’s grossly negligent or intentional acts or omissions in connection with any Network Transaction, and (c) Customer’s breach of any representation or warranty made under these terms and conditions.

1.3.4 Right to Suspend. The Bank shall have the right to suspend the Customer at any time from initiating Network Transactions and other instructions and transactions through the Zelle Network® if the Customer is suspected of misusing the Service.

1.3.5 Service Selection. Customer acknowledges that Bank is a partial owner of Early Warning. Customer represents that Customer has made its independent determination for selection of the Service and has not relied on any representation made by Bank in connection therewith. Customer acknowledges and agrees that Early Warning may receive revenue sharing or other fees from the Bank in connection with the provision of the Service to the Customer.

2. ADDITIONAL TERMS APPLICABLE TO THE USE OF THE SERVICE IN CANADA

2.1 Consent: The Customer hereby consents to receive from the Bank the services described in these Service Terms.

2.2 ACH. If the Counterparty chooses to make or receive Transactions through a bank account, all Transaction shall be governed by the Global ACH Payments and Collections Service Terms.

2.3 Representation Regarding Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act. Notwithstanding any other provision herein or in any Account Documentation, the Customer acknowledges that any information provided to the Bank regarding any Counterparty, is not intended to establish a business relationship between the Bank and the Counterparty for the purposes of the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its Regulations. The Customer represents and warrants that, by providing a Counterparty’s information to the Bank, it is not released from its independent obligation to comply with all applicable laws and the Bank’s policies notified to the Customer.

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3. ADDITIONAL TERMS APPLICABLE TO THE USE OF THE SERVICE IN ENGLAND, IRELAND AND

LUXEMBOURG

3.1 Bank. In relation to (i) Accounts held in England, references to “the Bank” in these Service Terms shall be deemed to refer to J.P. Morgan N.A., acting through London branch. (ii) Accounts held in Ireland, references to “the Bank” in these Service Terms shall be deemed to refer to J.P. Morgan SE, acting through its Dublin branch, (iii) Accounts held in Luxembourg, references to “the Bank” in these Service Terms shall be deemed to refer to J.P. Morgan SE, acting through its Luxembourg branch.

3.2 Global ACH. If the Counterparty chooses to make or receive a Transaction(s) through a bank account, the Transaction(s) shall be governed by the Global ACH Payments and Collections Service Terms, depending upon the payment system used to execute the Transaction.

3.3 Data Protection.
(a) In this clause, controller, personal data and process (and its variants) shall have the meaning given in the relevant Data Protection Laws at the time at which that activity or obligation was performed. (b) Each party acknowledges that, for the purposes of Data Protection Laws, it is a separate controller in relation to any Personal Information and that it, independently of, and not jointly with, the other party, determines the purposes for which and the manner in which any Personal Information is, or is to be, processed. (c) Each party shall comply with its obligations under Data Protection Laws. (d) Further information about the Bank’s processing activities can be found in the Bank’s EMEA Privacy Policy as may be updated from time to time.

3.4 Withdrawal of Access/Suspension of Service. Section 16 shall be deleted and replaced with the following:

The Bank reserves the right to deny, restrict, limit, suspend or revoke access to the Service (and/or refuse to execute a payment order), in whole or in part, if the Bank believes there are reasonable grounds to do so relating to: a) the security of the Technology; or b) suspected unauthorized or fraudulent use of the Technology. The Bank may also deny, restrict, limit, suspend or revoke access to the Service (and/or refuse to execute a payment order) due to the legal obligations of the Bank or where requested by competent authorities. Where the Bank is permitted by Applicable Law and it would not compromise its reasonable security measures to do so, it will inform the Customer that it intends to deny, restrict, limit, suspend or revoke access to the Service (and/or refuse to execute a payment order) and provide its reasons for doing so. If the Bank is unable to inform the Customer before carrying out measures to deny, restrict, limit, suspend or revoke access to the Service (and/or refuse to execute a payment order), it will do so immediately after if permitted to do so by Applicable Law and doing so would not compromise its reasonable security measures. The Bank will lift the denial, restriction, limitation, suspension or revocation of access to the Service (and/or refusal to execute a payment order) as soon as reasonably practicable after the reasons for the denial, restriction, limitation, suspension or revocation (and/or refusal to execute a payment order) cease to exist.

3.5 Acting as a Lender Under Certain Types of Agreement The Customer represents warrants and covenants to the Bank that it will not use the Service in connection with its role as a lender under either: (i) a “credit agreement” (as defined by Article 60B(3) of The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO)); or (ii) a "article 36H agreement" as defined under Article 36H(4) of the RAO.

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ENTITY VALIDATION SERVICE TERMS V1.2_10_16_24
JPMorgan Chase Bank, N.A. (the “Bank”) will provide Customer with a service (the “Entity Validation Service” or the “Service”) that enables Customer to receive an automated identity validation assessment in connection with payments Customer intends to make to or receive from Customer’s customers, employees or other counterparties (collectively, “Counterparties”). The provisions of the Bank’s terms and conditions governing the operation of business accounts and services, as well as other applicable service terms (collectively, “Account Documentation”), are incorporated into these Service Terms by reference. The Entity Validation Service shall be deemed to be a “Service” under and as defined in the Account Documentation and these Service Terms shall be deemed to be “Service Terms” under and as defined in the Account Documentation. Unless otherwise defined in these Service Terms, capitalized terms used in these Service Terms shall have the same meanings as in the Account Documentation. In the event of any conflict between these Service Terms and the Account Documentation, these Service Terms will prevail.

1. Accessing the Entity Validation Service; Inquiries.
(a) The Service will utilize information that (i) is either directly or indirectly collected from Customer on the basis of its instructions and after Customer has obtained all required consents under any laws, statutes, orders, conventions, regulations, self-regulatory standards, and regulatory interpretations and guidance (including those of any governmental agency) that are applicable to Customer in performing its obligations under the Service Terms (collectively, “Applicable Law”) needed to transmit the information to the Bank and/or for the Bank to provide the Service or (ii) is provided through one or more direct or indirect service providers retained by the Bank (“Providers”). The Service will not utilize information the Bank may independently have on Counterparties (“Bank Information”). For the purpose of clarification, the term “information” where used herein shall include information/data and/or documents, as applicable. Documents that can be validated as part of the identity validation assessment include driver’s license, passport, government ID or other officially recognized documents. (b) The current list of Providers is available upon request from the Bank. Providers include, without limitation, LexisNexis Risk Solutions FL Inc., Trulioo Information Service Inc., and Jumio Corporation. In addition to terms applicable to Providers set forth in the body of these Service Terms, terms and conditions applicable to Providers providing components of the Entity Validation Service, as and when made available by the Bank and subscribed to by Customer, are set forth at Exhibit A and/or may be provided pursuant to schedules or amendments to these Service Terms. The Bank may, and has the right to, at any time, replace a Provider with another Provider and/or add further Providers. (c) Customer will access the Entity Validation Service through a direct connection with the Bank pursuant to these Service Terms and the J.P.

Morgan TS Electronic Channels Service Terms (“Channels Terms”), using one of the connectivity methods set forth in the Channels Terms.

The Bank will advise Customer which connectivity method(s) is/are available for access to the Entity Validation Service. (d) Customer will itself or will instruct its Counterparties to transmit information to the Bank or the Provider designated by the Bank, in a format specified by the Bank, setting forth the Counterparties and associated information to be validated (an “Inquiry” and collectively, “Inquiries”).

Each Inquiry may include, in the case of individuals, name, birth date, social security number, address, phone number and other information and, in the case of businesses, name, address, EIN (or equivalent), phone number, date of incorporation and other information. The Bank may reject or delay processing of Inquiries or Responses (as hereafter defined) if Customer’s instructions or information are not complete or otherwise do not meet the criteria the Bank specifies for acceptance; the Bank will notify Customer of any Inquiries that are not processed for this reason. Customer will be solely responsible for the accuracy, completeness and compliance with Applicable Law of the Inquiries including any information provided by Customer and/or its Counterparties, and the Bank will not assume any liability resulting from receipt of the same or from the use of, or reliance upon, the information in connection with any Inquiries. (e) Customer agrees that it will submit Inquiries only for valid and lawful business purposes; without limitation of the foregoing, Customer will not submit Inquiries for the purpose of searching for, or attempting to geolocate, persons or entities. Customer may be required to specify the purpose of its Inquiries as required by certain Providers; if required to do so, Customer will so specify and Customer agrees that it will only submit Inquiries for the designated purpose(s). For the avoidance of doubt, Inquiries shall be considered to be Confidential Information under the Account Documentation.
(f) Customer acknowledges and agrees that it is responsible for obtaining and maintaining in full force and effect all consents and authorizations in the required form under Applicable Law from its Counterparties, providing any required notifications under Applicable Law including for the collection and use of any personally identifiable information utilized in the delivery of the Service and/or procuring that it and its Counterparties obtain and maintain in full force and effect any licenses, permits, registrations, record-filings or other forms of approval or qualification required under Applicable Law relating to the use, processing and transfer of personal identifiable information to Customer, to the Bank, to any Provider or to entities that are otherwise required under Applicable Law in connection with the provision of the Service. Such consents and notifications shall grant Bank and Providers with the right to collect and use such personally identifiable information as contemplated under these Service Terms.
(g) Without limitation of the foregoing, Customer agrees to include the consent wording set out under Schedule B (“Minimum Consent”) on its Counterparty-facing portal where applicable for the upload of documents and biometric identification services provided to Counterparties. (h) Customer may add to the Minimum Consent as Customer deems necessary or appropriate as long as the Minimum Consent is contained in what is presented to Counterparties for consent in substantially the form set forth in Schedule B. Except as provided above, Customer may not use Bank’s name or logo in any material provided to Counterparties or on any porta without Bank’s consent. (i) Bank will not retain Inquiries or Inquiry data for any period of time beyond such period that Bank determines, in its discretion, to be necessary for providing the Entity Validation Service. Customer will be responsible for complying with all data retention and storage requirements applicable to Customer’s know-your customer and other regulatory obligations, and Bank shall have no responsibility therefor.

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2. Responses.
(a) The Bank will transmit Customer’s Inquiries to the respective Provider for response and will receive information and/or risk indicators on the various elements of the Inquiry together with a description/explanation, which the Bank may map into a summary response to be provided to Customer (“Response Data”) based on Customer’s instructions as to how information and underlying risk codes should be consolidated.

Response Data will not include any Bank Information regarding Counterparties or any personal information other than that included in the Inquiry.
(b) Customer is fully responsible for any decisions Customer makes based on Response Data received under the Service and Bank will have no responsibility or liability for any losses incurred by Customer as a result of such decisions. (c) Response Data is current as of the time it is provided and the Bank has no obligation to update any Response Data after it has been provided to Customer or to notify Customer if such Response Data has changed. (d) The Bank will not store any of the data it receives from a Provider except to the extent necessary to comply with its internal recordkeeping, risk or compliance policies, for archival and audit purposes or as otherwise required by Applicable Law. Notwithstanding the foregoing, the Bank reserves the right to delete any of the data it receives from a Provider where so required by Applicable Law.

3. Restrictions on Use of the Response Data; Permissible Purposes. (a) Customer shall not transmit Response Data to any Counterparty or any other third party or allow any third party to access the Response Data, or sell, resell, sublicense or otherwise transfer any part of the Response Data to any other person or entity. (b) Customer acknowledges and agrees that Response Data is time-sensitive and only intended to be used by Customer in connection with the specific Inquiry for which it was furnished; Customer acknowledges and agrees that it will not use the Response Data in connection with any subsequent Inquiry (including any subsequent Inquiry which is an amended Inquiry that relates to the same subject matter as a previous Inquiry).
(c) Response Data provided in response to a specific Inquiry as to a Counterparty may only be used for that one Counterparty and for the Client Counterparty session in which it was initially requested, and Customer will not store, compile, or develop a database of such Response Data for any purpose other than to maintain historical records for analytics, archival or audit purposes. [Notwithstanding the foregoing restriction, Customer may use the information contained in the Response Data for its own internal record purposes for the Counterparty. (d) Customer agrees to use the Response Data solely in connection with payments anticipated to be made through the Bank and solely for the purposes of (i) verifying an individual’s identity, age or address information for lawful purposes of identity verification, fraud prevention or enforcement of laws designed to prevent money laundering, and/or (ii) a direct, internal business need for the information in connection with a business transaction involving the Counterparty including to verify consumer identity and perform know-your-client obligations. Without limitation of the foregoing, permissible purposes for use of the Response Data do not include determining a consumer’s creditworthiness or eligibility for credit or insurance for personal, family or household purposes, employment or a government license or benefit. (e) The Entity Validation Service may only be used for authorized and legal purposes, consistent with all Applicable Law and Customer will comply with all Applicable Law, including as applicable, laws related to the collection, dissemination, processing, use and transfer of personally identifiable information and any other information transferred to Bank or its suppliers in connection with the Entity Validation Service.

4. Additional Terms Applicable to Response Data.
(a) The Response Data is and shall remain the property of the respective Provider and/or the Bank. Customer shall do nothing inconsistent with the copyright or other proprietary rights of the Provider and/or the Bank in and to the Response Data. (b) Customer will not duplicate or compile or re-use any data contained in the Response Data and shall not retain it for any purpose other than to maintain historical records for analytics, archival or audit purposes. As a result of conditions imposed by Providers, unless otherwise permitted, Customer shall purge the Response Data within 90 days of receipt from the Bank or by an earlier date where required to do so under Applicable Law, except if and solely to the extent such information is retained thereafter in archival form to provide documentary support required for legal, regulatory or internal compliance purposes. Customer shall be responsible for any storage or retention requirements applicable to its own know-your-customer or anti-money laundering obligations. (c) Customer acknowledges that the Response Data is neither a “consumer report” as defined in 15 U.S.C. §1681a(d) of the Fair Credit Reporting Act (“FCRA”) (15 U.S.C. 1681 et seq.) nor a credit report issued as part of a credit reporting business as defined in the People’s Republic of China Administrative Regulations on Credit Reporting Business ("CRBR”) and is not provided to be used, and Customer agrees shall not be used for any purpose covered by the FCRA or the CRBR. Further, Customer represents and warrants that it has one or more permissible uses under the Gramm-Leach Bliley Act (15 U.S.C. Section 6801 et seq.) and that it will use the information obtained from the Entity Validation Service only for such purpose(s).
(d) Customer shall not conduct any analyses of the media or otherwise use it to understand the nature, character or quality of the Response Data, nor shall Customer use, or allow to be used, any information it obtains as a result of its handling, processing or possession of the Response Data in connection with the creation, testing, promotion, marketing, selling and/or licensing of Customer’s own products or services. (e) Subject to Section 4(b) above, Customer agrees to destroy, in accordance with industry best practices and any Applicable Law, the Response

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Data and any copies or derivative thereof immediately upon termination of the Entity Validation Service and, upon request, to certify such destruction to the respective Provider and the Bank.
(f) The Provider and the Bank will have the right to review Customer’s use of the Response Data to assure compliance with the terms of these Service Terms and any other legal or regulatory requirements. Customer shall fully cooperate with the Provider and the Bank in connection with such reviews and provide the Bank/Provider or obtain for the Bank/Provider access to such records and personnel as the Provider or the Bank may reasonably require for such purpose subject to Customer’s security requirements. Customer shall be responsible for obtaining all consents needed for the Provider and/or the Bank to exercise their rights of review under this Section 4(f). Customer understands and agrees that compliance with applicable federal and other consumer financial and consumer protection laws is essential, and that upon request, Customer shall provide summaries of its applicable policies, procedures, and internal controls which sufficiently demonstrate compliance with any Applicable Law, and an attestation signed by a duly authorized officer of Customer, to such compliance. (g) Customer will not (i) attempt to modify or create any derivative works of the Entity Validation Services or Response Data; (ii) reverse engineer, decompile decrypt or attempt to discover any source code or underlying ideas or algorithms of any component of the Services (including any software used therein); (iii) provide, lease, lend, transfer, assign, sublicense, use for timesharing or service bureau purposes or otherwise use or allow the use of the Entity Validation Services for the benefit of any third party, or; (iv) disclose the results of any benchmark testing, technical results or other performance data relating to use of the Entity Validation Services. For clarity, in the case of subsection (iv) in the immediately preceding sentence, Customer will not be in violation of its obligations if disclosures are made to solely to Customer’s affiliates, advisors, accountants and auditors, who in each case, have a need to know and are bound by confidentiality obligations no less restrictive than those set forth in these Service Terms.
(h) Customer will use commercially reasonable efforts not to introduce any computer virus, or other type of malicious code designed or intended to have, or capable of performing, any DDoS attack or other of the following outcomes: disrupting, disabling, harming or otherwise impeding in any manner, the operation of, or providing unauthorized access to, the Entity Validation Service or Bank or a Provider’s computer system or network, or damaging or destroying any data.

5. Data Protection. The provisions set out under Appendix 1 shall apply to the processing of data under these Service Terms.

6. Indemnity. Customer agrees to protect, indemnify, defend, and hold harmless the Bank and Providers from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to (i) information submitted as part of any Inquiry being falsified, misleading, altered, tampered with, untrue or being obtained or provided unlawfully under any Applicable Law and any documents submitted as part of Inquiries being forged, altered, tampered with, expired or otherwise lacking authenticity or validity, or obtained or provided unlawfully, (ii) use of Response Data received by Customer furnished by or through a Provider other than as set forth in these Service Terms, (iii) Customer’s failure to obtain any consent, authorization, license or other forms of approval or qualification required under Section 1(f) hereof or otherwise required under any Applicable Law, (iv) Customer’s use of the Entity Validation Service for any unauthorized or illegal purpose, and (v) injury, damage or loss resulting from a Counterparty’s use of the Entity Validation Service for any unauthorized or illegal purpose.

NEITHER THE PROVIDER NOR THE BANK WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,

INCLUDING, BUT NOT LIMITED TO, LOST INCOME OR LOST REVENUE WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY RESULTING FROM CUSTOMER’S USE OF RESPONSE DATA.

7. General.
(a) Customer acknowledges that the Bank may use one or more Providers for its own customer information program. Customer represents and warrants that Customer has made its independent determination for selection of the Entity Validation Service and has not relied on any representation made by the Bank in connection therewith. (b) Customer understands and agrees that the Entity Validation Service provides information obtained from Providers, is provided as-is and is not intended to fulfill Customer’s know your customer or anti-money laundering program requirements or any other regulatory requirements.

Customer remains solely responsible for complying with all of Customer’s obligations under Applicable Law, including with respect to know your customer and anti-money laundering where applicable. Use of the Entity Validation Service does not constitute an assurance that transactions will be processed for validated Counterparties. (c) Customer understands and agrees that it is responsible for handling of any and all complaints or inquiries submitted by or on behalf of the Counterparties or any other person or entity with respect to the Response Data and shall bear associated costs. Customer shall notify Bank of any such complaints.
(d) Customer understands and agrees that Customer is responsible for compliance with any country-specific minimum requirements for identity validation and Bank has no responsibility therefor.
(e) Customer acknowledges and agrees that no relationship, contractual, arising under common law, in equity or otherwise) is intended or created between Bank and any Counterparty or other third party and the Bank is providing the Entity Validation Service solely to the Customer and not to such Counterparty or other third party and does not owe any duties to such parties. (f) THE BANK EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY REGARDING THE PERFORMANCE, USE OR RESULTS OF USING THE ENTITY VALIDATION SERVICE.

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Schedule A
Additional Terms Applicable to Providers and Response Data

1. Each Provider reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the Response Data provided by such Provider.

2. No Provider, nor its subsidiaries and affiliates, nor any third-party data provider to a Provider, shall be liable to Customer for any loss or injury arising out of or caused in whole or in part by such Provider’s or its sub-contractors’ acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the Response Data. This limitation of liability will not apply to losses in connection with a Provider’s or its subcontractor’s fraud, gross negligence or willful or reckless misconduct. (a) Customer shall, consistent with its business operations designed to facilitate compliance with Applicable Law, use commercially reasonable efforts to (a) restrict access to Response Data to those employees who have a need to know as part of their assigned duties; (b) ensure that none of its employees shall (i) obtain and/or use any information from the Response Data for personal reasons, or (ii) transfer any information received through the Response Data to any party except as permitted hereunder; (c) take all commercially reasonable measures to prevent unauthorized access to, or use, the Response Data by any person or entity; (d) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through the Response Data as it is being disposed; (e) be capable of receiving the Response Data where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by Bank, and (f) not access and/or use the Entity Validation Service via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine to machine applications approved by Bank. (b) Customer shall use all commercially reasonable security measures to prevent unauthorized access to the telecommunications systems used by the Bank to deliver the Entity Validation Service to Customer.

3. Terms Applicable to Response Data Provided by LexisNexis Risk Solutions FL Inc. (“LN”) (a) Some of the information contained in the Response Data provided by LN (“LN Response Data”) is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act, 15 U.S.C. 1601 et seq. and related state laws (the “GLBA”) and is regulated by the GLBA (“GLBA Data”).

Customer shall not obtain and/or use GLBA Data in any manner that would violate the GLBA or any similar state or local laws, regulations and rules. GLBA permissible purposes for use of LN Response Data include the following and Customer agrees that it will use GLBA LN Response Data only for the following uses: (i) Transactions Authorized by consumer – As necessary to effect, administer or enforce a payment requested or authorized by the consumer, (ii) Fraud prevention or detection – For use to protect against or prevent actual or potential fraud or unauthorized payments, and (iii) legal compliance – For use to comply with KYC/AML requirements applicable to Customer. (b) DPPA Data. Some of the information contained in the LN Response Data may be “personal information,” as defined in the Drivers Privacy Protection Act (18 U.S.C. 2721, et seq. and related state laws (the “DPPA”) and is regulated by the DPPA (“DPPA Data”). Customer shall not obtain and/or use DPPA Data in any manner that would violate the DPPA. DPPA permissible purposes for use of Response Data include the following, and Customer agrees that it will use DPPA Data only for such uses: (i) For use in the normal course of business but only to verify the accuracy of personal information submitted by the individual to Customer; and if the submitted information is incorrect, to obtain the correct information, but only for the purposes of preventing fraud.

4. Terms Applicable to Response Data Provided by Trulioo Information Services Inc. (“Trulioo”) (a) The Response Data provided by Trulioo is from one of the following Trulioo services (“Trulioo Services”): (i) Person Match, (ii) Identity Document Verification, or (iii) Business Verification. Customer’s use of Response Data generated by the Trulioo Services is subject to the corresponding Permitted Purpose(s) and Additional Obligation(s) set forth in the Trulioo Service Specific Terms, linked here:
https://www.trulioo.com/legal/SST, as the same may be updated from time to time. Customer agrees to abide by the applicable Permitted Purpose and Additional Obligations, if any, set forth in the Trulioo Service Specific Terms for the Trulioo Services selected by Customer.

Unless specified otherwise at the link above, Customer may only use the identity verification services for the purpose of verifying an individual’s identity, age or address information for the lawful purpose of identity verification, fraud prevention or compliance with laws designed to prevent money laundering.
(b) Customer represents and warrants:
(i) The Inquiry Data submitted by Customer, and the use thereof by Trulioo as contemplated by these Service Terms, does not and will not infringe, violate or misappropriate any Intellectual Property Rights. (ii) Customer will comply with all Applicable Law applicable to its obligations under these Service Terms. (iii) The provision of Inquiry Data submitted by Customer for the purposes contemplated under these Service Terms is lawful. (iv) Customer will utilize the Response Data generated by the Trulioo Services for its own purpose in accordance with these Service Terms and will not distribute, market, resell, relicense, sublicense, enhance, decompile, reproduce, modify, forward, send or disseminate any data or information contained within the Trulioo Services to any other party (with the exception of its regulators) without Trulioo’s prior written approval.

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(v) Customer will, upon written request, provide reasonable assistance and information to Trulioo, to enable Trulioo to respond to its suppliers’ audit requests pertaining to compliance with these Service Terms and this Exhibit A.

5. Terms Applicable to Response Data Provided by Jumio Corporation (“Jumio”) (i) Jumio is a third-party beneficiary of the provisions referred to in Sections 3(c), 4(g) and 6 of the Service Terms.

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Schedule B
Counterparty Minimum Consent
[Name of Customer]:CITY OF SAN LUIS OBISPO
To verify your identity, we use a two-step process that involves the collection, storage, and automated processing of your biometric data using the services of our appointed vendor, J.P. Morgan and its own vendors who assist J.P. Morgan with providing the service to us.

First, you will capture an image of your photo identification (for example, a driver’s license or passport) with your phone camera or a webcam. The authenticity and legitimacy of your identification document is then verified using computer vision technology, algorithms, image forensics, and manually reviewed where necessary.

Second, you will be prompted to take a photo of your own face with your phone camera or a webcam. The photo of your face will then be compared to the face on your photo identification using facial recognition technology which creates a mathematical template from the photos based on measurements of various points on your face. This is done through an automated process and photos that cannot be matched by the system for any reason will be rejected. While you are taking your photo, the technology will also look at environmental factors such as your motion, lighting, and sound.

Once this process is complete, the images of your photo identification and your face along with the mathematical template of your face will be retained for 90 days and promptly deleted thereafter. This data is used only for the purposes described above or to meet any legal obligations we have in respect of the data.

Additional information about our data protection and privacy practices can be found here: [link to Customer privacy policy] To consent to [Customer’s] and our bank service provider J.P.Morgan’s and its appointed vendors’ collection, storage, and automated processing of your biometric data and other personal data for identity verification purposes, as described above, please check the box. [unticked tick box]; [submit]

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Appendix 1
Data Protection

1. Overview.

These terms represent the agreement of the parties with respect to Bank receiving personal data from or on behalf of Counterparties [pursuant to Bank’s provision of the Service under the Service Terms], the processing of which is subject to European Data Protection Law (as defined below).

2. Definitions.

Capitalized terms used in these terms shall have the same meaning as defined in the Service Terms, unless indicated otherwise. The terms “data controller”, “data processor”, “data subject”, “personal data”, “processing”, and “supervisory authority” shall have the meaning given in applicable European Data Protection Law.
“European Data Protection Law” means: (a) the GDPR, Directive 2002/58/EC and Directive 2009/136/EC, together with any national implementing laws in any Member State of the European Union; and (b) any equivalent legislation or legislation dealing with the same subject matter; each as applicable to Bank, Customer or a Counterparty and each as amended, consolidated or replaced from time to time. “Data Security Incident” means a breach of Bank security leading to the accidental or unauthorized destruction, loss, alteration, unauthorized disclosure of, access to, personal data on systems managed or controlled by Bank. Data Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of personal data. “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the UK General Data Protection Regulation, in each case as may be amended, extended or replaced from time to time.

3. Application.

With respect to the processing of personal data, Bank shall comply with all European Data Protection Law, to the extent applicable.

4. Roles of the Parties.

The parties agree that, for purposes of the European Data Protection Law and as between the parties, Customer will be the controller of personal data and Bank will be the processor of personal data. If Customer is a processor, Customer represents and warrants that its instructions and activities with respect to the personal data being processed, including the appointment of Bank as a sub-processor, have been authorized by the controller.

5. Processing.
(a) Details. Customer shall notify Bank in writing of the processing activities to be carried out by Bank in accordance with these terms. This shall include the subject matter and duration of the processing, the nature and purpose of the processing, and the categories of personal data and categories of data subjects.
(b) Compliance. Each party will comply with all obligations applicable to it under European Data Protection Law. Customer represents and warrants that it has established the rights and legal basis necessary to provide the personal data to Bank and for Bank to perform the processing of personal data.
(c) Instructions. Bank will process the personal data, including with regard to transfers outside the European Economic Area (“EEA”), only (i) in accordance with the Customer’s instructions as documented in the Service Terms and this Appendix 1 (ii) as further specified by Customer via its use of the Service (or via functionality provided by Bank to utilize the Service), (iii) as documented in any written instructions provided by Customer to Bank and acknowledged by Bank in relation to the Service; and (iv) as needed to comply with Applicable Law. If Bank is required to process personal data to comply with Applicable Law, Bank shall inform Customer of that legal requirement unless prohibited by that law on important grounds of public interest. Bank will inform Customer if, in its opinion, any instruction given by Customer to Bank infringes applicable European Data Protection Laws. In connection with the performance of the Service Terms, Bank may transfer personal data to various locations, which may include locations both inside and outside of the EEA.

6. Data Security.

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing (or sub-processing) as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Bank will implement reasonable and appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk[, including as appropriate:
(i) the pseudonymization and encryption of personal data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing (or sub-processing) systems and services; (iii) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

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(iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing (or sub-processing). – consider excluding]

7. Confidentiality.

Bank will ensure that its personnel authorised to process (or sub-process) personal data have committed themselves to appropriate obligations of confidentiality (or are under an appropriate statutory obligation of confidentiality).

8. Sub-processors.

Customer specifically authorizes the engagement of Bank’s affiliates and Providers as sub-processors and generally authorizes the engagement of any other third parties as sub-processors. When engaging any sub-processor, Bank will enter into a written agreement with the sub-processor which imposes upon the sub-processor data protection obligations at least as restrictive as those placed on Bank as processor herein.

9. Data Security Incident.

If Bank becomes aware of a Data Security Incident, it will (to the extent permitted by Applicable Law) notify Customer promptly and without undue delay after becoming aware of such incident. Taking into account the nature of processing and the information available to , Bank will assist Customer, at Customer’s reasonable request, in complying with Customer’s obligations regarding Data Security Incidents as required by the European Data Protection Laws by describing in its notification to Customer, to the extent possible, the details of the Data Security Incident, including the steps being taken to mitigate potential risks and harm. Customer is solely responsible for complying with its own legal obligations to notify individuals or other third parties with respect to a Data Security Incident. Notifications of and responses to Data Security Incidents do not represent any acknowledgement or acceptance by Bank of fault or liability with respect to the incident. Bank reserves the right to charge a reasonable fee to Customer for such requested assistance, to the extent permitted by Applicable Law.

10. Data Transfers.

Customer authorizes Bank to transfer personal data to third parties to the extent necessary to provide the Service or to comply with Applicable Law to which Bank is subject. Bank shall put in place appropriate safeguards, including the EU Commission approved standard contractual clauses or other available transfer solutions under European Data Protection Law, in regard to such transfers.

11. Data Retention/Deletion.

In accordance with Customer’s instructions, at the end of the provision of Service, Bank will return or destroy, at Customer’s costs, all personal data in its possession submitted by Customer to Bank and processed by Bank under the Service Terms, except where prohibited by Applicable Law. Where destruction is feasible and there is no obligation to retain the personal data then Bank shall have a reasonable timeframe to complete the destruction. If Bank has an obligation to retain the personal data beyond the end of the Service it will return or destroy the personal data in accordance with this section as soon as possible after that legally required retention period has ended.

12. Data Audit.

At least once in every 12 month period, Bank or its affiliate will retain independent third-party auditors to prepare a Service Organization Control report or industry-standard controls report (“Report”). Upon Customer’s written request, Bank shall provide to Customer at no cost a copy of the most recent Report, up to once in every 12 month period. Such Reports will be Bank’s Confidential Information under the confidentiality provisions of an appropriate agreement to be executed by the parties prior to the release of the Report. Customer agrees that the Reports will be used to satisfy any audit or inspection requests by or on behalf of Customer.

13. Assistance and Cooperation.

Where Customer is required to deal or comply with any assessment, enquiry, notice or investigation by a data protection authority in relation to the personal data submitted by Customer to Bank and processed by Bank under the Service Terms, Bank shall, unless prohibited by Applicable Law, use reasonable commercial effort to co-operate with the Customer in order for such Customer to comply with all its obligations which arise as a result of such assessment, enquiry, notice or investigation.

If Customer receives a request from a data subject for access to their personal data submitted by Customer to Bank and processed by Bank under the Service Terms, or to correct, erase or cease processing such personal data, Customer shall, as soon as reasonably practicable, notify Bank of any such request and Bank will, as soon as reasonably practicable, and to the extent permitted by the Applicable Law, provide, at Customer’s costs, details of such personal data to enable Customer to comply with any such request. To the extent the request relates to the deletion of such personal data, Customer acknowledges that its deletion may result in Bank being unable to continue to provide the Service under the Service Terms. If Bank receives any request from an individual in relation to personal data, Bank will advise the individual to submit their request to Customer, and Customer will be responsible for responding to such request.

Taking into account the nature of the processing and the information available to Bank, Bank will use reasonable commercial effort to assist Customer in meeting its obligations under European Data Protection Law regarding security and data protection impact assessments and related supervisory authority consultations.

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EXHIBIT D

INSURANCE REQUIREMENTS

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EXHIBIT B

INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES
Without limiting CONTRACTOR’s indemnification of CITY, and before commencement of Work, CONTRACTOR shall maintain at its own expense during the term of this AGREEMENT, maintain policies of insurance of the type and amounts described below, and in a form satisfactory to CITY.

Commercial General liability insurance. CONTRACTOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than
$1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage.

The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Business Automobile liability insurance. CONTRACTOR shall maintain business automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this AGREEMENT, including coverage for all owned, hired, or non-owned vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Bankers Professional liability (errors & omissions) insurance. CONTRACTOR shall maintain bankers professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONTRACTOR agrees to maintain continuous coverage through a period no less than two (2) years after completion of the services required by this AGREEMENT.

Workers’ compensation insurance. CONTRACTOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONTRACTOR shallsubmit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers.

Umbrella or excess liability insurance. CONTRACTOR shall maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad asthe primary coveragessetforth above, including commercial general liability, business automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policiesshall be written with terms no less broad than the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Proof of insurance. CONTRACTOR shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation.

Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with CITY at all

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times during the term of this contract.

Duration of coverage. CONTRACTOR shall maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONTRACTOR, his agents, representatives, employees or subcontractors.

Primary/noncontributing. Coverage provided by CONTRACTOR shall be primary where applicable and any insurance or self- insurance procured or maintained by CITY shall not be required to contribute with it.

The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’s own insurance or self-insurance shall be called upon to protect it as a named insured.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently permitted by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager.

Waiver ofsubrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shallspecifically allow CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subcontractors.

Enforcement of contract provisions (non estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONTRACTOR of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONTRACTOR maintains higher limits than the minimums shown above, CITY shall be entitled to the additional insurance limits subject to the limit of liability set forth in this Agreement.

Notice of cancellation. CONTRACTOR agrees to send notice no later than 30 days following the renewal if the changes to the policy are below the minimum requirements of this contract or for cancellation.

Additional insured status. Commercial General liability and business automobile liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents, shall be included additional insureds under such policies as their interests pertain to this contract.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONTRACTOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any crossliability exclusions.

CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such change. All changes are subject to the mutual agreement of all parties.

If such change results in substantial additional cost to the CONTRACTOR, the CITY and CONTRACTOR may renegotiate CONTRACTOR’s compensation.

Timely notice of claims. CONTRACTOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. CONTRACTOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage, as well as endorsements affecting commercial general liability and banker’s professional liability coverage. All endorsements are to be received and approved by the City before work commences.

Item 6g
Department: Administration
Cost Center: 1010
For Agenda of: 10/7/2025
Placement: Consent
Estimated Time: N/A
FROM: Greg Hermann, Deputy City Manager
Prepared By: Matt Pennon, Diversity, Equity, and Inclusion Manager SUBJECT: REQUEST FOR THREE-MONTH LEAVE OF ABSENCE FROM HUMAN

RELATIONS COMMISSION

RECOMMENDATION
Approve Commissioner Vincent DeTurris’s request for a three-month leave of absence from the Human Relations Commission.

POLICY CONTEXT
Per Advisory Bodies Handbook, “Leaves of absence are not granted to advisory body members except under very unusual circumstances and when authorized in advance by the Council. To request a Leave of Absence the advisory body member shall submit a letter directed to the Council through the City Clerk stating the reason for the request along with the effective date range of the request, with a copy forwarded to the chairperson of the advisory body. The City Clerk will agendize the request for Council action at the soonest possible City Council Meeting”.

Additionally, specifically related to absences, the Advisory Body Handbook, states that “if an advisory body member fails, for any reason, to attend three consecutive regular meetings or a total of six regular meetings within any twelve-month period, that member shall automatically be considered for replacement” and that, “there shall be no “excused” absences. Because of quorum requirements, when an absence is anticipated, the individual advisory body member is responsible for notifying the staff liaison and the City Clerk’s office in advance and the absence shall be counted in that member’s attendance record”.

DISCUSSION
Background
On September 2, 2025, Commissioner DeTurris emailed the City Clerk’s Office requesting a Leave of Absence for three months, October 1, 2025, through December 31, 2025. (Attachment A) Due to family obligations abroad Commissioner DeTurris will be unable to attend the monthly Human Relations Commission meetings during this time

Item 6g
period. Commissioner DeTurris has reaffirmed their commitment to the Human Relations Commission and to resuming attendance upon their return in January 2026. Because of Brown Act requirements, Commissioner DeTurris cannot participate remotely as an alternative to being absent. Since joining the Commission, Commissioner DeTurris has maintained perfect attendance and has not missed any meetings. During this leave period, quorum will still be maintained, as five other Commissioners will remain available for scheduled meetings.

FISCAL IMPACT
Budgeted: N/A Budget Year: N/A
Funding Identified: N/A
Fiscal Analysis:

Funding
Sources
Total Budget
Available
Current
Funding
Request
Remaining
Balance
Annual
Ongoing
Cost
General Fund $ N/A $ $ $
State
Federal
Fees
Other:

Total $ N/A $ $ $0
There is no fiscal impact associated with this item.

ALTERNATIVES

1. Council could decide to not approve the request. Should Council pursue this option it would require Commissioner DeTurris to either continue serving, including attendance at Commission meetings, or resign from the Commission.

2. Council could decide to modify the request and approve a different length of time for the leave of absence. Should Council pursue this option it would require Commissioner DeTurris to continue serving on the Commission and accept the unexcused absences for meetings missed.

ATTACHMENTS
A - Request for Leave of Absence - DeTurris

From: vincent deturris
To: CityClerk
Cc: Pennon, Matt
Subject: Request for Leave of Absence
Date: Tuesday, September 2, 2025 4:14:47 PM
Commissioner Vincent DeTurris
205 Westmont Ave
San Luis Obispo, CA 93405
[email protected]
September 2, 2025
Honorable Mayor and Members of the City Council
c/o Teresa Purrington
City Clerk’s Office
City of San Luis Obispo
Subject: Request for Leave of Absence
Dear Mayor and Members of the City Council,
I am writing to respectfully request a leave of absence from my duties as a Commissioner on the Human Relations Commission for the period of October 1, 2025, through December 31, 2025. Due to family obligations abroad, I will be unable to attend the regularly scheduled meetings in person during these months. I remain committed to serving the City of San Luis Obispo and intend to resume my full participation starting with the January 2026 meeting.

I appreciate your consideration of my request and your continued support of the work of the Human Relations Commission. Please let me know if any additional information is needed.

Thank you for your time and understanding.

Sincerely,
Vincent DeTurris
Commissioner, Human Relations Commission

City of San Luis Obispo, Council Memorandum
City of San Luis Obispo
Council Agenda Correspondence
DATE: October 7, 2025
TO: Mayor and Council
FROM: Emily Jackson, Finance Director
Prepared By: Todd Tuggle, Fire Chief
VIA: Whitney McDonald, City Manager
SUBJECT: ITEM 6h - AMENDMENTS TO FY 2025-26 USER AND REGULATORY

FEE SCHEDULE
Staff received the following questions regarding the item to recommend amendments to the FY 2025-26 User and Regulatory Fee Schedule. The questions are below with staff’s response shown in italics:
1) With regard to the Fire Fixed Fee #81, how many of these events (outdoor events for 1,000 people or more) were held in each of the last two years? Were fewer events hosted after the fee went into place? And how many of the events were hosted by non-profits?
During calendar year 2024 Fire Prevention Staff processed 12 Outdoor Assembly Event permits. Thus far in calendar year 2025, Fire Prevention staff have processed 16 Outdoor Assembly Event permits. Because the fee was initially intended to be applied to all event organizers/applicants, the Fire Department does not have data about how many of the events were hosted by non-profit organizations.
2) Do we have any indication that non-profits did not hold events because the cost of the fee was prohibitive, or that they moved the event outside the city because of the cost?
Staff reached out to non-profits with upcoming events to understand the potential impact of the fee and they indicated the additional cost would likely cause them to rethink having their event in the City or cause them to explore other less expensive options. There has been an overall decrease in special events from FY 2023-24 to FY 2024-25 as well as a reduction in special events held by non-profits likely due to a variety of factors. A majority of events within the City are held in Downtown at Mission Plaza which has also seen a reduction in events.

ITEM 6h - AMENDMENTS TO FY 2025-26 USER AND REGULATORY FEE SCHEDULE Page 2 3) Did staff consider a reduced fee for non-profits, like we do with many of our other fees, rather than an elimination of this fee altogether? Staff did consider an approach that would be more consistent with the reduced fees for non-profits elsewhere in the fee schedule. Unfortunately, due to the cumulative nature of other fees charged for events, even a reduced fee would likely result in a reduction of non-profit events at City facilities. In the future, a comprehensive look at event permits and corresponding fees would be beneficial.

6h Item 6h
Department: Finance
Cost Center: Various
For Agenda of: 10/7/2025
Placement: Consent
Estimated Time: N/A
FROM: Emily Jackson, Finance Director
Prepared By: Debbie Malicoat, Deputy Director of Finance/City Controller; Scott Collins, Assistant City Manager; Greg Hermann, Deputy City Manager; Todd Tuggle, Fire Chief; Timothea Tway, Director of Community Development; Greg Avakian, Director of Parks and Recreation.

SUBJECT: REVIEW AND ADOPT AMENDMENTS TO THE CITYWIDE FY 2025-26

USER AND REGULATORY FEE SCHEDULE AS ADOPTED BY THE CITY COUNCIL ON JULY 2, 2024

RECOMMENDATION

1. Adopt a Draft Resolution entitled, “A Resolution of the City Council of the City of San Luis Obispo, California, amending the City’s Comprehensive Fee Schedule with updates to certain User and Regulatory Fees previously adopted by the City Council on July 2, 2024 and authorizing staff to issue refunds to customers for fees paid since October 1, 2024, where the fee is recommended to be reduced.” (Attachment A)

2. Adopt a Draft Resolution entitled, “A Resolution of the City Council of the City of San Luis Obispo, California, delegating authority to the City Manager to round certain Parks and Recreation user fees down for purposes of operational efficiency and user needs.” (Attachment B)

REPORT-IN-BRIEF
In May 2023, the City contracted with MGT Consulting Group (MGT) and initiated the process to review and update the City's user and regulatory fees, including fees for permits and services from Building and Safety, Development Review Engineering, Fire, General Government (administrative services like business license processing), Parks and Recreation, Planning/Cannabis, Police, Public Works, and Utilities. In addition to evaluating current fees, the study provided an opportunity to add new fees, remove outdated fees, or change fee structures.

On July 2, 2024, the City Council held a public hearing to review recommended fee changes and receive community input. During that meeting, the City Council adopted an updated User and Regulatory Fee Schedule which included changes to existing fees, the addition of new fees, deletion of fees that were no longer relevant, and general clean up to ensure that the fee schedule was more transparent and intuitive for users. On July 1, 2025, fees were adjusted by the annual change to the Consumer Price Index (CPI) consistent with Section 2 – User Fee Cost Recovery Goals.

Item 6h
This item recommends amendments to the fee schedule adopted on July 2, 2024, as summarized below and described in more detail later in this report:

1. Planning Fee #41- Historic Property Listing/Delisting: Retitle fee to “Historic Property Delisting” and add a footnote clarifying that there is no charge for Historic Listings.

2. Fire Fixed Fees- Hazardous Occupancy Permits: Addition of a footnote to clarify how fees are charged for multiple required permits.

3. Fire Fixed Fees # 81- Outdoor Assembly Event > 1,000 participants: Revision to fee structure to create a base fee for two hours of work and additional fees for each hour of staff time thereafter; and addition of a footnote to clarify the types of events that the fee will not be applied to.

4. Parking fees - Consolidate City parking rates, which were adopted by City Council on May 14, 2024, through the 2024 Parking Rate Study, into the City fee schedule. There is also an addition of a footnote to clarify the types of events that the Reserved Parking Space Program- Daily Per Space Rate fee will not be applied to.

In addition to the amendments noted above, Parks and Recreation staff is also seeking authority to:

1. Round Parks and Recreation fees down to the nearest $0.25 in years where fees are adjusted by CPI in order to support the efficiency and accuracy of cash handling at various Parks and Recreation facilities and to meet customer needs.

2. Round certain Youth Services fees to a round number so that they are divisible by two, in order to support Community Action Partnership of San Luis Obispo (CAPSLO) grants and subsidies to pay for City operated childcare programs.

POLICY CONTEXT
California Constitution Article XIIIC Section 1(e)(1) distinguishes fees from taxes, describing fees as “A charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product.”
Section 2 – User Fee Cost Recovery Goals (pp. 402-407 of the 2025-27 Financial Plan) – within the City's Fiscal Policies state the City’s policies guiding the development and implementation of user fees. That policy provides that fees are reviewed and updated on an ongoing basis to ensure that they keep pace with changes in the cost-of-living as well as changes in methods or levels of service delivery. In implementing this goal, a comprehensive analysis of City costs and fees should be made at least every five years. In the interim, user fees are adjusted by annual changes in the Consumer Price Index. Fees may be adjusted during this interim period based on supplemental analysis whenever there have been significant changes in the method, level or cost of service delivery. The City Council reviews its fiscal policies every two years to guide staff in development of the two-year Financial Plan. Council most recently approved the User Fee Cost Recovery policy with adoption of the 2025-27 Financial Plan (pp. 402-407) on June 17, 2025.

Additionally, as a part of Strategic Approach 1.5.c within the Economic Resiliency, Cultural Vitality and Fiscal Sustainability Major City Goal in 2023-25, implementing a City fee program update was identified as a work effort within the 2023-25 Financial Plan.

DISCUSSION