KOREPAY END USER AGREEMENT FOR PAYMENTS SERVICES

1. Finix Services; Account Set-Up. By entering into this End User Agreement, Client will be allowed to access through Level 3’s platform the payment processing and disbursement services made available by Finix Payments, Inc. (“Finix”), such that Client may accept payment cards and/or other electronic payments as may be supported by Finix from time to time and coordinate disbursement of transaction proceeds (“Finix Services”) through its platform (the “Finix Platform”). By agreeing to this End User Agreement, including by clicking “I Agree” or words to similar effect or using the Finix Services, Client agrees to the Finix General Terms of Service and the Finix Privacy Policy, as the same may be amended from time to time in Finix’s sole discretion and without notice. Client agrees to comply with the Finix General Terms of Service, all applicable law, and the rules and regulations imposed by the payment networks (e.g., Visa, Mastercard, and NACHA). Finix shall be a third-party beneficiary to this End User Agreement.

2. Use of Platform and Services. Client’s right to access and use the Finix Platform and the Finix Services shall be limited to processing transactions on behalf of Client’s customers. Client shall not: (a) use the Finix Platform to create any service, software, documentation, or other material that performs substantially the same functionality as the Finix Platform; (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Finix Platform or the Finix Services or any of its components; (c) impose (or permit any third party to impose) any lien, security, or other encumbrance upon the Finix Platform; (d) adapt, combine, create derivative works of or otherwise modify the Finix Platform; (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Finix Platform; (f) use or access the Finix Platform for any unlawful, fraudulent, deceptive, malicious, or otherwise harmful or injurious purpose; (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Finix Platform or Documentation; or (h) use the Finix Platform in any manner which could damage, disable, overburden, or impair the Finix Platform or interfere with any third party’s authorized use of the Finix Platform. Client will not utilize any software, hardware, or other tool to scan or monitor the Finix Platform or Finix’s servers or network infrastructure for the purpose of measuring or analyzing uptime, operating systems, virtual environments, or other installed applications, including without limitation for stress testing, load testing, or performance benchmarking. 

3. Account Information. Client agrees to provide Level 3 and Finix with accurate and complete information about it and its account. Further, Client authorizes Level 3 to (i) share information with Finix; (ii) access all information on the Finix Platform pertaining to Client for all lawful purposes; and (iii) communicate with Finix on Client’s behalf, including (a) through the Finix Platform and (b) with respect to chargebacks, refunds, adjustments, ACH returns, or other disputes. 

4. Client Representations. Client agrees, represents, and warrants that (i) all information provided to Level 3 or Finix, including with respect to Client and its beneficial owners, is accurate and complete; (ii) it will not use the Finix Services or the Finix Platform in any manner that violates applicable law or the rules of any applicable payment network; and (iii) it will cooperate with Level 3 and Finix in any investigation regarding compliance with this Section 4.

5. Cardholder Data. Client is solely responsible for any liability related to its use or handling of cardholder data, if any. Client agrees to comply, and to cause any third-party having access to cardholder data to comply, with PCI DSS and applicable law with respect to such data, as applicable.

6. Disclaimer of Warranties and Liability. Even though Client’s access to the Finix Services may occur through Level 3’s platform, Level 3 does not control Finix’s technology or systems. Finix is solely responsible for providing the Finix Services through the Finix Platform. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT AGREES THAT (A) UNDER NO CIRCUMSTANCES WILL LEVEL 3 HAVE ANY LIABILITY WHATSOEVER FOR ANY SERVICES OUTAGES, ERRORS, OMISSIONS, IRREGULARITIES, DISPUTES, CLAIMS, OR PROBLEMS OF ANY KIND OR NATURE THAT CLIENT MAY EXPERIENCE WITH OR IN ANY WAY RELATED TO THE FINIX SERVICES; (B) WITHOUT LIMITING THE FOREGOING, LEVEL 3 AND FINIX EACH DISCLAIM LIABILITY FOR DAMAGES, WHETHER DIRECT OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL, ARISING IN CONNECTION WITH THE FINIX PLATFORM OR THE FINIX SERVICES; AND (C) LEVEL 3 AND FINIX EACH DISCLAIM WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Likewise, Finix does not control Level 3’s services, platform, or technology, and Client agrees that Finix is not responsible for any issues arising out of or relating to its use of Level 3’s systems or services. 

7. Pricing and Amendment; Notices. Client understands and agrees that it will be charged the fees and charges reflected in the pricing schedule provided to you (the “Pricing”). Level 3 may amend such Pricing or the terms of this End User Agreement on thirty (30) days’ notice to Client or upon such shorter period of time as may be necessary to respond to a change in applicable law, a change to payment network rules, or changes implemented by Finix. Continued use of Level 3’s services or the Finix Services following the period specified in such notice shall constitute acceptance of the amendment. Notices may be provided electronically. Client agrees that notices provided by Level 3 may be provided electronically (e.g., through a dashboard or statement message)  and shall be deemed received as of the date made available to you. Client may provide notice to Level 3 by email at support@l3fs.com. Client agrees to provide notice in writing of any perceived error or underpayment related to Pricing, transaction activity, or otherwise to Level 3 within thirty (30) days of the earlier of (a) such Pricing or activity appearing in the Client Dashboard or (b) Client’s receipt of any statement reflecting such Pricing or activity. Failure of Client to provide such notice shall be deemed an irrevocable waiver of any right to amounts that may be owed to Client in connection with such error. 

8. Website Requirements; Credentials. Client agrees to comply with Level 3’s instructions regarding website requirements to the extent those requirements are mandated by Finix. In addition, Client agrees to keep its login and access credentials to the Level 3 platform and the Finix Platform secure and confidential. Client will notify Level 3 immediately and in writing if it believes the confidentiality of any credentials has been compromised or if it suspects unauthorized use of such credentials. Client agrees that it shall be responsible for any activity initiated using its login or access credentials. 

9. Refund Policy. Client also agrees to maintain a written refund policy that complies with applicable law and the payment network rules and to disclose such policy to all its customers. Client may not make a refund or adjustment in cash, nor may any refund exceed the amount of the original transaction except for any amount that Client agrees to reimburse its customer for return postage. Client may not accept any payment from a customer as consideration for issuing a refund. 

10. Account Updater Services. Client agrees that any use of account updater services is conditioned upon Client’s disclosure of such services in its terms and conditions, privacy policy, or other customer-facing documentation, all in accordance with applicable law, payment network rules, and the Finix General Terms of Service. Neither Level 3 nor Finix shall have any liability for Client’s use of account updater services. Finix may terminate access to account updater services at any time.

11. Dispute Resolution (Arbitration). Client agrees that any dispute arising out of or relating to this End User Agreement shall be resolved in accordance with Section 14.7 of the Finix General Terms of Service; provided, however, that if Finix or its affiliate(s) is not a party to such dispute, then, notwithstanding Section 14.7.2, Mississippi law will govern the dispute and any arbitration shall take place in Oxford, Mississippi.