MassPay's Service Level Agreement

MassPay Payout Orchestration Services Agreement

Last Updated: 1 February 2026
Effective Date: 12 December 2020

This Payout Orchestration Services Agreement ("Agreement") is made and entered into as of the date Customer completes the Acceptance Action described below ("Effective Date") by and between MassPay Holdings, LLC, a Nevada limited liability company, and Massive Commerce Ltd., a British Columbia, Canada corporation, together with their subsidiaries, Affiliates, successors and assigns, with their principal place of business at 7251 W Lake Mead Blvd, Suite 112, Las Vegas, NV 89128, United States (collectively, "MassPay"), and the "Customer," which is defined to mean either the individual completing the Acceptance Action, or the entity on whose behalf the Acceptance Action is completed. Each of MassPay and Customer is sometimes referred to herein individually as a "Party" and together as the "Parties."

This Agreement is made available at a publicly accessible URL ("Agreement URL"). The "Acceptance Action" means the act of checking a checkbox presented by Customer's platform or onboarding flow that references this Agreement by URL. By completing the Acceptance Action, the individual doing so - on their own behalf or on behalf of the entity they represent - confirms that: (i) they have read and understood this Agreement in its entirety, including all Schedules; (ii) they have the authority to bind the entity they represent; and (iii) a legally binding agreement is formed between MassPay and Customer as of the date and time the Acceptance Action is completed.

If you do not have authority or do not agree to these terms, do not complete the Acceptance Action.

With respect to the Acceptance Action, Customer agrees that: (i) MassPay may maintain records of the Acceptance Action, including but not limited to timestamps, IP address, account identifiers, device information, and the version of the Agreement accepted; (ii) such records constitute valid electronic signatures and legally sufficient evidence of Customer's agreement to this Agreement and all Schedules; and (iii) Customer consents to MassPay's retention and use of such records as permitted by applicable law and MassPay's Privacy Policy.

Pursuant to the agreement that has been formed with Customer, the Parties hereby agree to the following:

DEFINITIONS.

“Account” means an account made available to Customer in the MassPay System through which Customer can transmit instructions or receive information in relation to the Services;
“Advance” means funds made available to Customer prior to any confirmation of receipt of funds from Customer’s banking provider. This may occur from time to time in accordance with the terms of this Agreement;
or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person’s principal partners, shareholders, or owners of some other ownership interest;
“Bank” means the bank reflected on the Bank Agreement;
“Bank Account” means Customer account, if any, with Bank or another Third Party Servicer;
“Bank Agreement” means the Bank’s deposit agreement and related terms of service presented to Customer through the Services;
“Client” means a client or customer of Customer;
“Customer Data” means data introduced into the Services by or on behalf of Customer or Clients that is stored in or processed by the Services;
“Disputed Amount” means amounts invoiced by MassPay which are disputed by Customer in good faith for which Customer provides a reasonably detailed notice of the dispute before such amounts are past due;
“Fees” means fees payable by Customer for use of the Services, as disclosed in Schedule 4. ;
“MassPay Data” means information concerning the Services or provided to Customer by MassPay through the Account or otherwise;
“MassPay System” refers to the cloud-based system operated by MassPay that allows Customer to access Customer Account and initiate Transactions;
“Payee” means a Person: (i) to whom Customer wishes to make a payment using a Third-Party Servicer integrated with the Services or (ii) who will be the recipient or beneficiary of a payment by Customer using the MassPay System;
“Payee Data” means information concerning Clients or Customer end-users provided to MassPay through the Account or otherwise;
“Payee Portal” means the MassPay portal through which Payee may access and use the Services, accessible via the Site or the App;
“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;
“Personal Data” means any information relating to an identified or identifiable natural person;
"Schedule Prerequisites" shall refer to the requirement that Customer review each of the four Schedules, accessible via the links provided within this Agreement, prior to completing the Acceptance Action. Schedules 3 (Data Processing Agreement) and 4 (Fee Schedule) are mandatory and cannot be declined. Schedules 1 (Customer Advances) and 2 (ACH Authorization) may be declined, provided Customer understands that declining Schedule 1 eliminates eligibility for Advances, and declining Schedule 2 triggers MassPay's alternative collection rights as set forth therein. By completing the Acceptance Action, Customer confirms it has reviewed each Schedule and agrees to be bound by its terms.
“Site” means https://www.masspay.io;
“Third-Party Servicer” means a third-party that has entered into a Third-Party Servicer Agreement with MassPay pursuant to which a Third-Party Servicer provides Third-Party Servicer Services to Customer for the fulfillment of Transactions. For each Customer that has also entered a Third-Party Servicer Agreement with Bank, such bank is a Third-Party Servicer;
“Third-Party Servicer Agreement” means an agreement between MassPay and/or Customer and a Third-Party Servicer concerning the supply of Third-Party Servicer Services to MasssPay and/or Customer. The Bank Agreement is a Third-Party Servicer Agreement;
“Third-Party Servicer Services” means the services of a Third-Party Servicer provided pursuant to a Third-Party Servicer Agreement; and
“Transaction” means sending or attempted sending of communications, by way of the Services, between any Customer, MassPay, a Third-Party Servicer or other service provider.

PROVISION OF SERVICES.

The Services. MassPay provides cloud-based: (i) financial information storage and reporting; and (ii) communication of information to, from and among Third-Party Servicers, as per Customer instructions (“Services”). Customer may select the Services that they wish to procure via the Account.
License to Use. MassPay hereby grants to Customer a non-exclusive, non-transferable, non-assignable right to use the Services, in accordance with the terms of this Agreement. Customer acknowledges that the Services are cloud-based and hosted services and are available on the Site. MassPay does not convey any right, title or interest in the Services or MassPay System to Customer. Customer’s right to use the Services shall terminate upon any termination of this Agreement or during any suspension of the Services.
Account Access. MassPay shall provide Customer with a unique and private Account accessible through the Service. The Account shall record Customer Transactions and Fees, Customer shall not disclose access codes or permit any third-party to use them. Customer has exclusive responsibility for the use of Customer Account. Customer may grant Customer Personnel access to the Services only for Customer’s internal business purposes. Except as required by law or to deliver the Services, MassPay shall not grant any third-party access to Customer Account.
Customer Preferences. Customer will use the Site to enter certain preferences and specifications that will apply to the Services. Customer assumes sole responsibility for its selections even if they contain errors or result in losses to Customer. Any additional terms and conditions posted to the Site with respect to the Account or specific Services selected by Customer are incorporated herein by reference.
Customer ID. Upon Customer’s request, MassPay will provide a Customer ID associated with the Account (“Customer ID”). Customer may share their Customer ID only with Customer Personnel that are directly employed or engaged by Customer (“Customer Personnel”), provided that such third-parties have agreed in writing to protect any Confidential Information with the same degree of care as Customer’s Confidential Information. Customer Personnel may only access and use the Services through the Customer ID and in compliance with this Agreement. Customer will not allow Customer Personnel to share Customer ID with third-parties. Customer is responsible for all activity occurring under its Customer ID whether by Customer Personnel or otherwise. MassPay, in its sole discretion, reserves the right to replace the Customer ID.
Payees. Payees can access their funds by using the complementary MassPay Payee Portal. Payee Data is provided by Customer who is responsible for all liability arising out of any error with such Data, whether incomplete or incorrect. Without limiting Customer’s responsibility, MassPay may collect or confirm Payee Data directly from Payee. Payee’s Data is subject to the MassPay Privacy Policy found at https://info.masspay.io/masspay-legal-compliance-documents.
Service Implementation. Each Party shall make reasonable efforts to implement the Services as soon as practicable following the Effective Date of this Agreement. Customer shall ensure its systems meet the system requirements to run and access the Services at its expense.
Notification of Errors. Customer shall immediately notify MassPay of any errors by MassPay,Customer, or Payees of Customer in the supply or use of the Services. MassPay shall use commercially reasonable efforts to investigate and correct errors but makes no representation as to its ability to correct an error. Customer shall provide any information necessary to investigate an error in a Transaction. As some payment transactions are irreversible, Customer agrees to exercise extreme caution when initiating any financial transaction by way of instructions delivered to one of its Third-Party Servicers through the Service.
Third-Party Servicer Agreements. Customer acknowledges and agrees to comply with all applicable Third-Party Servicer Agreements. MassPay will provide access to these agreements prior to requiring Customer’s acceptance. If Customer chooses not to accept a Third-Party Servicer Agreement, certain features and/or payout methods may not be available. Customer may opt-out of Third-Party Servicer Agreements by notifying support@masspay.io. Some Third-Party Servicer Agreements may require additional due diligence and may result in additional costs to Customer.
Use of Artificial Intelligence (“AI”). MassPay uses AI to bolster aspects of the Services, to improve user experience and to strengthen security. These tools are designed to enhance Customer and Payee experience and improve the efficiency of MassPay Services. Due to the constantly evolving nature of technology and AI, all AI features and any AI-based or assisted services, are provided to Customer on an as-is basis without warranties of any kind.
Identity Verification and Fraud Prevention: MassPay may use an automated identity verification and fraud prevention software provider such as, but not limited to Veriff. Working with such providers aids in compliance, Know Your Business (KYB), Know Your Customer (KYC) and data safeguarding for Customers and Payees. To review the Terms of Service for Veriff, visit: https://www.veriff.com/terms-of-service/ver-TOS-2302.
MassPay Affiliates. Customer acknowledges and agrees that MassPay’s Affiliates work closely with MassPay to provide the Services. Notwithstanding anything contained in this Agreement to the contrary, MassPay shall have the right to cause any of its Services under this Agreement to be rendered by MassPay Affiliates, including Massive Commerce Ltd., a subsidiary of MassPay.
Preposition of Funding. From time to time, at its sole discretion, MassPay may preposition funds at intermediate or final payout endpoints based on historical and projected usage data to ensure timely delivery or funds to Payees. In such cases, the funds used to complete a Customer Transaction or series of Transactions may come from a different source controlled by MassPay or a Third-Party Servicer.
Customer Advances. From time to time, MassPay may extend Advances to Customer subject to Schedule 1, which must be executed and agreed to prior to taking an Acceptance Action as set forth below. Customer agrees to the terms and conditions of such Advances and acknowledges that all funds transmitted to MassPay will be used to repay such Advance before any further payouts or Advances are executed. Any prepositioning of funds for the specific purpose of providing liquidity to Payees shall be considered as Customer Advances. For the avoidance of doubt, if Customer declines Schedule 1 prior to Acceptance, MassPay shall not extend any Advances under any circumstances.

FEES.

Fees. Fees for Customer access and use of the Services are set out in Schedule 4. . All Fees are in U.S. dollars and are non-refundable unless otherwise provided herein.
Payment of Fees. Customer Fees may be deducted in real time in coordination with instructed transaction requests or invoiced to the Client, as the case may be. In the event that customers are issued invoices, Customer shall pay all Fees within thirty (30) days after the receipt of the applicable invoice or by the invoice due date, as the case may be and, except for any Disputed Amounts, or MassPay shall deduct Fees as incurred as set forth below. A dispute will not exist as to an entire invoice merely because certain amounts on the invoice are Disputed Amounts. A late payment shall accrue on amounts overdue at the rate of twelve percent (12%) per year (or, if lower, the maximum rate permitted by applicable Law). Customer may specify an account or credit card which MassPay may electronically debit to settle any Fees, charges or other amounts owed by Customer. If Customer pays any Fees with a credit card, MassPay may seek pre-authorization prior to the purchase to verify that the card is valid and has the necessary funds or credit available. If Customer pays Fees owing by ACH and/or wire transfer in conjunction with the Services, Customer shall complete the ACH Authorization in Schedule 2 of this Agreement. Unless otherwise agreed to in a separate writing signed by MassPay and Customer, Customer shall authorize MassPay to collect payment of Fees from a credit card, debit card or other means of payment. Customer authorizes MassPay to charge all Fees and other amounts owing from such payment method.
Recurring Payments. In the case of monthly platform Fees, monthly minimums or any other recurring payments, Customer authorizes MassPay to periodically charge, on a going-forward basis and until cancellation of either the Services related to the recurring payments or Customer Account, all accrued sums on or before the payment due date for the accrued sums.
Reserves. MassPay reserves the right to require Customer to maintain a reasonable reserve of funds in their Bank Account to cover Fees, chargebacks and any upgrades in Services from time-to-time. If Customer pays any Fees owing by ACH, Customer pre-authorizes MassPay to debit funds to cover Fees, chargebacks and any upgrades in Services that Customer fails to make timely payments on invoices, except for Disputed Amounts.
Suspension as a Result of Non-Payment. Without limitation, MassPay reserves the right to suspend the Services until all Fees or other amounts owing hereunder are paid in full or terminate this Agreement for late payment.
Collections. MassPay shall have the right to initiate and pursue collection efforts for unpaid amounts due under any agreement or financial obligation related to the Services provided. All collection efforts shall conform to all applicable law. Customer acknowledges that MassPay may engage in collection activities, including but not limited to: (i) issuing payment reminders and collection notices; (ii) contacting the Customer via phone, email, mail, or other lawful communication methods; (iii) assigning the debt to a third-party collection agency; and (iv) sharing Customer personal data with a third-party collection agency to facilitate collection efforts.
Inactivity and Maintenance Fees. MassPay reserves the right to apply an inactivity and maintenance fee to Customer Accounts and Clients that remain inactive for more than ninety (90) days. The fee for Clients is Nine Dollars and Ninety-Nine Cents ($9.99) per month. The fee for Customer Accounts is Five Hundred Dollars ($500) per month.
Additional Services. MassPay may make other Services available to Customer from time to time that, when first used or enabled, shall be a Service, subject to this Agreement and any Fees set out in the applicable documentation.
Taxes. All charges and Fees to be paid by Customer to MassPay under the Agreement do not include any taxes (including sales, use, excise, privilege or other transactional taxes), fees or similar charges or surcharges of any jurisdiction that may be assessed or imposed in connection with the Transactions contemplated by the Agreement (“Taxes”). Customer is responsible for the payment of such Taxes that arise from MassPay’s provision of the Services. Customer shall: (i) be responsible for the payment of all such Taxes; (ii) directly pay any such Taxes assessed against it, and (iii) promptly reimburse MassPay for any such Taxes that MassPay is required by Law to collect or pay on behalf of Customer (except in the case that Customer has provided a valid tax exemption certificate acceptable to the applicable tax authorities). MassPay does not provide advice regarding jurisdictions in which Taxes may be due.
Pricing Changes. MassPay may adjust Fees to reflect changes in industry regulations, banking infrastructure costs, third-party servicer requirements, or operational compliance standards. MassPay shall provide written notice thirty (30) days before any fee adjustment when practicable, except where prevented by banking partner actions, regulatory requirements, compliance obligations, or other circumstances beyond MassPay's control. When the thirty (30) day notice period cannot be met, MassPay commits to notify Customer as soon as possible in good faith.

GENERAL OBLIGATIONS.

MassPay Security. MassPay takes security seriously. To review MassPay’s Security Policies, visit: https://info.masspay.io/masspay-legal-compliance-documents. MassPay will take reasonable steps to help protect Customer Data. However, Customer understands and agrees that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. MassPay reserves the right to cooperate with authorities in investigations of improper or unlawful activities and this may require the disclosure of Customer Data. MassPay may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.
Customer Security. Customer shall secure Customer Data in its possession or under its control. Customer assumes exclusive responsibility for ensuing the security of any computer system tablet, or phone (“Customer Device”) and the Data on it. MassPay is not liable for the operation or failure of Customer Devices or those of any third-party, including but not limited to, processors, hosting services, internet service providers and Third-Party Servicers. MassPay is not responsible for performing, and is not liable for any failure to perform, any back-up of any Customer Data or other data provided, transmitted, processed, or stored by Customer in or through the Services. Customer agrees that MassPay is not responsible for any security breaches arising from any Customer Device and Customer waives all claims against MassPay in connection thereof.
Compliance with Law. MassPay shall comply with all laws, enactments, orders and regulations, whether domestic or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any government authority having jurisdiction (“Laws”) applicable to it as the provider of the Services under the Agreement. Customer shall comply with all Laws applicable to it as the recipient and user of the Services under the Agreement. Each Party acknowledges and agrees that: (i) it has complied with and shall continue to comply with all applicable Laws relating to anti-bribery and anti-corruption; and (ii) it shall maintain in place throughout the Term of the Agreement its own reasonable policies and procedures to ensure compliance with such anti-bribery and anti-corruption Laws.
Safeguarding Confidential Information. Each Party will implement reasonable administrative, technical and physical safeguards designed to: (i) ensure the security and confidentiality of the other Party’s Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of the other Party’s Confidential Information; and (iii) protect against unauthorized access to or use of the other Party’s Confidential Information. Further details of MassPay’s administrative, technical and physical safeguards are set out in the Site link reference in Section 4.1.
Disclaimer. MassPay shall not be liable for any losses, damages, or expenses resulting from: (a) Customer’s, a Customer’s user’s or a Client’s request or instruction; (b) Customer’s technical and administrative safeguards and/or (c) Customer’s rule settings or decisioning criteria.
Support and Maintenance. MassPay shall provide technical support and/or maintenance. Such support and/or maintenance consists of: (i) provision of help desk support via the Site, the App, email or telephone; (ii) correction of any material non-conformity with the Services reported by Customer; and (iii) periodic provision of updates or modifications which MassPay, in its discretion, may incorporate into the Services (each, a “Release”). Customer agrees and consents to MassPay monitoring and recording support-related and other outbound calls to Customer, as well as inbound calls to MassPay by Customer or Customer’s representatives, for compliance, support, training and other purposes.

REPRESENTATIONS AND WARRANTIES.

Customer Representations. Customer represents and warrants to MassPay that: (i) Customer has the legal authority to bind Customer’s organization to this Agreement and to perform hereunder and under each Third-Party Servicer Agreement to which Customer is a party; (ii) Customer is the exclusive owner of the Account and is not operating the Account on behalf of a third-party; (iii) Customer has the legal capacity to enter into this Agreement and perform Customer obligations hereunder; (iv) Customer is a business, charitable organization or not-for-profit organization and shall use the Services for only business purposes and not individual consumer purposes; (v) Customer shall immediately advise MassPay of defects in the Services or any claim or threatened claim against MassPay; (vi) Customer shall immediately advise MassPay of any defects in a Product for which a Third-Party Servicer has been used as a payment method; and (vii) Customer’s use of the Services conforms to all Laws and the terms of this Agreement.
MassPay Representations. MassPay represents and warrants to Customer that: (i) in providing the Services, MassPay, its Affiliates and subcontractors, will comply with all applicable Laws, rules and regulations; (ii) MassPay will perform all Services in a workmanlike manner, using a standard of care and expertise consistent with common industry practice; (iii) at all times, MassPay will maintain all necessary licenses, permits and consents required in each cases to provide the Services and otherwise comply with its obligations under this Agreement; (iv) MassPay will provide reasonable cooperation to Customer in all matters arising under this Agreement or otherwise relating to the performance of the Services; and (v) MassPay owns or licenses all necessary IP Rights used in providing the Services to Customer and subject to applicable Law, will take all reasonable steps to promptly remedy any defects of non-conformity of the Services.
No Warranties for Third-Parties. MassPay is not responsible for and does not provide any warranties regarding third party applications, products, or services, or their security, functionality, or availability. Between MassPay and Customer, Customer is responsible for any acts and omissions of such third parties, for the performance or nonperformance of the third-party product or service with respect to the Service, and for the effect it may have on MassPay’s systems or the Services.

INTELLECTUAL PROPERTY.

MassPay Intellectual Property. “MassPay Intellectual Property” means: (i) any current or prospective MassPay System or Services; (ii) the pricing, source code, visual expressions, and other parts, features, functions, user interfaces, and design features of such MassPay System or Services; (iii) the methods, algorithms, formulas, variables, materials, passwords, and concepts used in developing and/or incorporated into the MassPay System and Services; and (iv) any improvements, derivative works, modifications, customizations, enhancements, or work product related thereto (whether tangible or intangible, by whomever made).
No Rights or Title Conferred. MassPay (or its licensors) own, and Customer (and its users or Clients) do not acquire any right, title or interest in, to or under, any copyright, trademark, trade name, trade secret, patent, database rights or other intellectual property right (“IP Right”) in or to any MassPay Intellectual Property. All MassPay Intellectual Property is owned solely and exclusively by MassPay or its licensors, regardless of who participated in its creation or the medium of expression. MassPay may use all of Customer’s comments and suggestions for the improvement of any MassPay Intellectual Property without accounting or reservation. Customer shall not provide any such comments or suggestions that are confidential or proprietary to any third-party. Customer hereby unconditionally and irrevocably assigns, transfers, and conveys to MassPay all of Customer's right, title, and interest in and to any MassPay Intellectual Property and all IP Rights therein or thereto. Customer shall take any action reasonably requested by MassPay in order to perfect MassPay’s ownership of its IP Rights in or to any MassPay Intellectual Property (with MassPay bearing any material costs related thereto).
Business Purpose. Customer may use the Services in accordance with the Agreement (including granting access to Customer Personnel) and only in the ordinary course of its business as a business, charitable organization or not-for-profit organization and shall not use the Services for individual consumer purposes, subject to this Section 6.
Limitations of Use. Customer will not use the Services or any equipment associated therewith to intentionally: (i) interfere with or impair the Services over any network or facilities; (ii) impair privacy of any communications over such network or facilities; (iii) cause damage of any nature to MassPay’s assets; (iv) frighten, abuse, torment, or harass another; (v) create hazards to the other party’s officers, directors, employees, subcontractors, agents, or users of the Services; (vi) disparage MassPay, the Services or the goodwill associated therewith; or (vii) use the Services for any illegal or obscene purpose.
Prohibited Persons. The following Persons are prohibited from using the Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), Specially Designated Nationals List (“SDN”); (ii) Persons who are less than eighteen (18) years of age, unless otherwise consented to seperately by a parent or guardian; (iii) Persons, or their Affiliates, who have procured services from MassPay and have been terminated for cause by MassPay; and (iv) individual consumers (each a “Prohibited Person”). Customers may not use the Services in respect of settlement of a payment to a Payee that is a Prohibited Person. MassPay reserves the right to decline to provide Services or terminate Services to one of another type of business. MassPay shall notify Customer of prohibited business types through the Site, the Account or the App. In any case, any business that is illegal or operates in support of illegal activity is prohibited from using the Services.
Prohibited Uses. Customer shall not use the Services for any illegal, fraudulent or other prohibited activity. If MassPay suspects that Customer may be engaging in or have engaged in fraudulent, illegal or prohibited activity, including any violation of this Agreement, Customer’s access to the Services may be suspended or terminated at the sole discretion of MassPay. Without limitation, Customer shall not make payments as consideration for or in connection with: (i) any illegal act; (ii) drugs, alcohol, drug paraphernalia, or items that may represent these uses; (iii) forex, binary or any other variation of trading; (iv) payday loans; (v) debt elimination, consolidation or reduction services; (vi) cigarettes, tobacco or e-cigarettes; (vii) items that promote hate, violence, racial intolerance, or exploitation of a crime; (viii) goods or services that infringe on the intellectual property rights of a third-party; (ix) fireworks; (x) illegal wildlife trade; (xi) weapons (including without limitation: knives, guns, firearms or ammunition); (xii) replica and/or unlicensed branded goods; or (xiii) any other category or payer that MassPay decides to prohibit, in its sole discretion.
Changes to Services. MassPay may change or remove any features, functions, brand, Third-Party Servicers, or other element of its Systems or processes for the Services or provide a replacement for a Service from time to time, provided that the Services are not materially adversely affected. Notwithstanding the foregoing, MassPay may terminate any Services or part thereof: (i) immediately upon any final regulatory, legislative, or judicial determination that providing such Services violate applicable Law, (ii) to prevent damages to, or degradation of the integrity of MassPay’s internet network or (iii) upon providing reasonable prior notice to Customer so long as MassPay is terminating such Services for the customers of such Services generally. Otherwise, MassPay will use commercially reasonable efforts to notify Customer of the reason(s) for such action as soon as reasonably practicable. If MassPay terminates Services under this Section, no damages, liquidated damages, or other remedy will be available to or due as a result of such termination and Customer shall be entitled to a refund of the portion of prepaid fees (if any) relating to the Services for the period after the termination takes effect. MassPay will not be responsible for any loss or damages incurred by Customer as a result of termination or suspension of access to or use of the Services.
Using Customer Data. Customer shall obtain or provide all necessary rights, consents and notices for MassPay, its agents and Third-Party Servicers to use the Customer Data in accordance with the terms of this Agreement. MassPay shall disclose Customer Data to representatives of Customer identified by Customer for such purposes and to such Third-Party Servicers as Customer has selected. MassPay has no liability for any collection, processing, storage, use or disclosure of Customer Data by any Third-Party Servicer or any other third party. MassPay reserves the right to decline to share Customer Data with any third-party where MassPay believes that such sharing may expose Customer or MassPay to excessive security, financial or reputational risk, provided however that MassPay shall never be liable for any act or omission of any third-party with respect to Customer Data. MassPay makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any Customer Data.
Entries into Account. Customer shall not take possession of or enter into the Account any data: (i) that Customer does not have lawful right to copy, transmit, distribute, and display (including Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any IP Rights or violates any privacy rights of any third-party; (iv) that is false or misleading; (vii) that contains any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Customer alone is responsible for the accuracy and completeness of all Customer Data that Customer enters into the Services.

CONFIDENTIALITY.

Confidential Information. “Confidential Information” means all proprietary, secret, confidential, business technical information disclosed by Disclosing Party to Receiving Party in connection with the Agreement, the Parties, their Affiliates, operations, employees, products or services, clients, customers, or potential customers. Confidential Information shall include: customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals and the existence, terms and conditions of this Agreement. “Customer Confidential Information” includes: (i) Customer Data and the details of Customer’s computer operations and (ii) Customer Personal Data. “MassPay Confidential Information” includes: (i) MassPay Intellectual Property and (ii) MassPay Personal Data. Customer Data shall, without limitation, be Customer Confidential Information. MassPay Data shall, without limitation, be MassPay Confidential Information. Except for Personal Data, neither Party shall be obligated to preserve the confidentiality of any information that: (a) was previously known to the Receiving Party free of any restriction at the time it was obtained; (b) is a matter of public knowledge through no wrongful act of the receiving Party; (c) was or is independently developed without reference to or use of the other Party’s Confidential Information; (d) is released for disclosure with the other Party’s written consent; I is received from a third-party to whom it was disclosed by the Disclosing Party without restriction or breach of this Agreement; or (f) is required to be disclosed by Law. MassPay may use and disclose Customer’s name and logo as reasonably necessary to perform any Services.
Disclosure of Confidential Information. Each Party acknowledges that it may directly or indirectly disclose Confidential Information to the other Party during negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the Disclosing Party (or other third-party), and the Receiving Party shall have no interest in or rights with respect thereto, except as set forth herein. The Party receiving Confidential Information (“Receiving Party”) of the other (“Disclosing Party”) shall not use Confidential Information for any purpose except as necessary to implement, perform Services or enforce the Agreement. Receiving Party will use the same reasonable efforts as it uses to protect its own proprietary information and data (but in any event not less than a reasonable standard of care) to: (i) keep all Confidential Information of Disclosing Party strictly confidential; (ii) not disclose the Confidential Information of Disclosing Party to anyone other than its Authorized Recipients; and (iii) only use Personal Data as permitted by applicable Laws. Receiving Party will promptly notify Disclosing Party if Receiving Party discovers any improper use or disclosure of Confidential Information and will promptly commence all reasonable efforts to investigate and correct the causes of such improper use or disclosure. “Authorized Recipient” means: (a) with respect to Customer, Customer and any employee of Customer, its Affiliates or agents, provided that the agent is not a competitor of MassPay; and (b) with respect to MassPay, MassPay, its Affiliates and their respective employees, contractors, or agents, in the case of (a) or (b) that has a reasonable need to know the Confidential Information in connection with the use or provision of the Services and who are required to protect and restrict the use of the other Party’s Confidential Information in accordance with terms substantially similar to the requirements of the Agreement.
Disclosure to Third-Party. Except where otherwise contemplated by Agreement, neither Party shall disclose Confidential Information of the other Party to any third-party without the prior written consent of the Disclosing Party. The duty of confidentiality created in this Section 7 shall survive any termination of the Agreement. If Receiving Party believes the Confidential Information must be disclosed or made publicly available under applicable Law, an order of a court of competent jurisdiction or in response to a request from a governmental regulator, Receiving Party may do so provided that, to the extent permitted by such applicable Law, court of competent jurisdiction or governmental regulator, the Disclosing Party is given a reasonable opportunity to contest such disclosure and obtain a protective order, and shall in any event omit all pricing, service level or Service-specific information from any such disclosure or public filing, unless such omission is prohibited by Law.

DATA PRIVACY.

Data Processing Agreement. MassPay hereby incorporates the MassPay Data Processing Agreement in Schedule 3 into this Agreement.

TERM AND TERMINATION.

Term. The term for the use of the Services (“Term”) shall begin as of when Customer accepts this Agreement and shall continue on a month-to-month basis until terminated in accordance with the terms hereof.
Termination. Either party may terminate this Agreement at any time for any reason or for no reason upon sixty (60) days' written notice to the other party. Customer may terminate by providing notice through their Account, by email, or by closing their Account or such other means as the Services may provide. MassPay may terminate this Agreement by providing notice to the Customer through the Account or by other electronic contact information provided by Customer to MassPay.
Effect of Termination. Upon termination or expiration of the Agreement or a Service Customer shall discontinue all use of the affected Services and MassPay shall use reasonable efforts to comply with Customer’s written instructions regarding the disposition or anonymization of Customer Data and Payee Data.
Refunds. In the event of termination of the Services for any reason except for Customer’s breach of this Agreement, MassPay may provide Customer with a refund of any pre-paid, but unused Fees related to such Services, subject to the following: (i) no refund shall be paid for the current month’s Services, regardless of the day on which Customer cancels the Services; (ii) MassPay will retain and not be obligated to refund any prepaid Fees up to and including the amount of Fees Customer would have been required to pay for Customer’s use of the Services for the two (2) month period following the effective date of the termination of the Services based upon the Customer’s breach. If Customer purchases access to the Services at a discounted price, any refund will lose the benefit of that discount.
Termination Assistance. If requested by Customer, MassPay shall provide reasonable termination assistance at Customer’s expense.

INDEMNITIES.

MassPay’s Indemnity Obligation. MassPay’s indemnity obligation shall be to defend Customer against any third-party claim alleging that the Services infringes or misappropriates any patent, trademark, copyright or trade secret enforceable under applicable Law and pay the amount of any resulting adverse final judgment or settlement of such claim. Without limiting the foregoing, if any such claim is, or in MassPay’s sole opinion may be, initiated, MassPay may at its option and expense: (i) modify or replace all or part of the Services; (ii) procure for Customer the right to continue using the Services; or (iii) Customer may close its Account and terminate this Agreement.
Customer’s Indemnity Obligation. Except for any claims solely caused by MassPay’s breach of the Agreement, Customer’s indemnity obligation shall be to defend MassPay, its employees, officers, directors, Affiliates, suppliers, licensors, Third-Party Servicers against any and all claims asserted against MassPay by or on behalf of Customer’s users or Client(s) and all liability including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorney fees, and pay the amount of any resulting final judgment or settlement of such claim arising out of: (i) any breach of the terms hereof; (ii) any breach of a Third-Party Servicer Agreement; (iii) any violation of any Laws; (iv) any use of Customer Data by Customer or Third-Party Servicer or other third-party; (v) Customer’s use of Services, including in combination with any third-party services; (vi) any Transaction; (vii) any financial transaction occurring as a result of data communicated via the Services; (viii) any act or omission of any Third-Party Servicer or Client; (ix) costs incurred by MassPay enforcing the terms hereof or responding to any subpoena relating to Customer, Customer Data or a Third-Party Servicer; (x) any claim by a governmental taxing authority; or (xi) any dispute between Customer any third-party or Customer Personnel.
Indemnifying Party Requirements. The obligations in this Section 10 are contingent upon: (i) the indemnified party promptly notifying the indemnifying party in writing of any claims for which it seeks indemnity, including all materials received by the party related to the claim and an identification of the relevant Service; (ii) the indemnifying party having sole control over the defense and settlement of such claims; (iii) the indemnified party reasonably cooperating during defense and settlement efforts; and (iv) the indemnified party not making any admission, concession, consent judgment, default judgment or settlement of such claim or any part thereof.

EXCLUDED ACTIONS.

Liability for Alteration to Services. MassPay is not obligated or liable under any provision of the Agreement for any performance problem, claim of infringement or other matter resulting, in whole or in part, from: (i) any modification of any Service (other than a modification made solely by MassPay); (ii) any combination of the Services with any other software, hardware, product, technology, data or services; (iii) Customer’s failure to implement corrections or changes to the Services provided by MassPay; (iv) any transaction processed on behalf of Customer or its Affiliates, users, or Clients, including any credit, fraud or counterfeit losses; or (viii) any negligence, wrongful act, or breach of the Agreement by Customer, or its Authorized Recipients, Affiliates, Customer Personnel, users or Clients.

DISCLAIMER.

THE EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND MASSPAY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SERVICES OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE. IN ADDITION, MASSPAY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE SERVICES OR ANY PART THEREOF.
INTERNET DELAYS. MASSPAY SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO USE OF INTERNET COMMUNICATIONS THAT ARE NOT UNDER THE REASONABLE CONTROL OF MASSPAY. MASSPAY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH CAUSES OUTSIDE OF ITS REASONABLE CONTROL EXCEPT TO THE EXTENT OF RE-PERFORMING PAID SERVICES FOR CUSTOMERS

LIMITATION OF LIABILITY.

EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER OR RELATED TO THE AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO MASSPAY UNDER THE AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR THE CLAIM. THE EXISTENCE OF ONE OF MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT,
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES PROVIDING OR RECEIVING THE SERVICES UNDER THE AGREEMENT) BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE LOSSES OR DAMAGES WHICH FALL INTO ANY OF THE FOLLOWING CATEGORIES: (i) LOST REVENUES, PROFITS, SAVINGS, DATA, USE OR GOODWILL; (ii) LOSS OF BUSINESS OR BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY; (iii) INACCURATE DISTRIBUTIONS; (v) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR RESULTING FROM CUSTOMER’S USE OF THE SERVICES PROVIDED HEREUNDER, OR ARISING FROM ANY BREACH OF THE AGREEMENT OR ANY TERMINATION OF THE AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIENCE, OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT SHALL MASSPAY BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE SERVICES OBTAINED BY CUSTOMER.
THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SECTIONS 13.1 AND 13.2 SHALL NOT APPLY TO: (i) DAMAGES CAUSED BY EITHER PARTY’S FRAUD OR WILLFUL MISCONDUCT; (ii) A PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY DUE TO THAT PARTY’S NEGLIGENCE; (iii) BREACHES OF THE SCOPE OF USE; (iv) THE OBLIGATION TO PAY FEES HEREUNDER; (v) ANY OBLIGATION TO PAY DAMAGES ARISING FROM IMPROPER TERMINATION OF THE SERVICES BY CUSTOMER; OR (vi) A PARTY’S LIABILITY FOR DAMAGES TO THE EXTENT THAT SUCH A LIMITATION OR EXCLUSION OF SUCH DAMAGES IS NOT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN SECTION 13.1 DO NOT APPLY TO CLAIMS FOR WHICH INDEMNIFICATION IS PROVIDED BY A PARTY UNDER SECTION 10.

NOTICES.

Effective Notice. Notices sent to either Party shall be effective when delivered in person or by email, one (1) day after being sent by overnight courier, or two (2) days after being sent by first class mail postage prepaid to the official contact designated below and immediately after being received by the other Party’s server. Notices must be in writing and addressed as follows: For MassPay, addressed to vipsupport@masspay.io; and For Customer, to the address or email address provided by Customer in the Account.
Change in Contact Information. MassPay may change its contact information by giving notice of such change to the Customer. Customer may change its contact information by using the currently available interfaces on the Site. For contractual purposes, Customer: (i) consents to receive communications from MassPay in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that MassPay provides to Customer electronically, and MassPay’s agreement to do so, applies to all of Customer’s interactions and transactions with MassPay.
Text Messages. By providing MassPay with Customer’s mobile telephone number, Customer consents to receiving text messages at that number as requested for account verification, invitations, and other purposes related to the Services. While MassPay does not charge a fee for text messages, Customer’s carrier may charge standard messaging, data, and other fees. Customer is responsible for these charges. MassPay may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. MassPay is not responsible for the timeliness or final delivery of the messages, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

GENERAL PROVISIONS.

Assignment. Customer may not assign the Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, without MassPay’s prior written consent which is not to be unreasonably withheld. MassPay may assign this Agreement to any Affiliated company without consent of the Customer.
Entire Agreement; Survival. The Agreement states the entire agreement and understanding between the Parties and supersedes all prior representations, agreements and understandings, whether written or oral, relating to its subject matter.In entering into the Agreement, each Party acknowledges and agrees that it has not relied on any representation, warranty, collateral contract or other assurance (whether negligently or innocently made), except those expressly set out in the Agreement. Except as otherwise set forth herein, the Parties do not intend, nor shall there be, any third-party beneficiary rights, and the rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person. Termination of the Agreement or the Services shall not impact any right or obligation arising prior to termination, and in any event, Sections 3 Fees, 5 Representations and Warranties, 6 Intellectual Property, 7 Confidentiality, 8 Data Privacy, 11 Excluded Actions, 12 Disclaimer, 13 Limitation of Liability, and 15 General Provisions of this Agreement shall survive termination of the Agreement. As used in the Agreement, the word “including” means including but not limited to.
Independent Contractor. MassPay is an independent contractor. Neither MassPay nor any of its representatives are an employee, partner or joint venture of Customer. The Services may be provided by MassPay or its Affiliates or their respective subcontractors. MassPay shall remain solely responsible for the work performed by its Affiliates and its, or its Affiliates’ subcontractors.
Force Majeure. Except for Customer’s payment obligations, neither Party shall be liable for any loss, damage or failure due to causes beyond its control, including strikes, riots, earthquakes, epidemics, terrorist actions, criminal acts by unrelated third-parties, wars, fires, floods, weather, power failure, telecommunications outage, acts of any military, civil or regulatory authority, or acts of God.
Using Customer’s Name. Customer agrees that MassPay may utilize Customer’s entity name in listings of current customers. Use of Customer’s name in any other marketing materials or press announcements will be submitted to Customer in advance for approval, and such approval will not be unreasonably withheld.
Dispute Resolution and Class Action Waiver. If a dispute arises the Parties will first seek to resolve such dispute through its support teams. The Agreement and any dispute, difference, controversy or claim arising, directly or indirectly, out of, relating to, or otherwise in connection with it or its subject matter or formation (including non-contractual disputes, differences, controversies or claims) that cannot be resolved with the support team is governed by and shall be construed, resolved, and enforced in accordance with the Laws of the State of Nevada without regard to that state’s choice-of-law provisions or principles. Except as otherwise provided in this Section, each Party irrevocably agrees that any such dispute, difference, controversy or claim shall be settled exclusively by binding arbitration before a single arbitrator as follows: (i) in North America, in the City of Wilmington, Delaware, (or such other location as may be agreed by the arbitrator and the Parties including using a web conferencing platform such as Google Teams or Skype) in accordance with the Commercial Arbitration Rules of the American Arbitration Association; or (ii) outside North America, shall be settled by arbitration in accordance with the UNICITRAL Arbitration Rules. Judgment on any resulting award may be entered in any court having jurisdiction thereof. The relevant arbitrator shall decide any issues submitted in accordance with the provisions and intent of the Agreement and shall not have the power to award damages other than those described in the Agreement. Except as may be required by Law, or if necessary to obtain a judgment on the award, neither a Party nor an arbitrator may disclose the existence, content, or outcome of any arbitration hereunder without the prior written consent of all Parties. Each Party agrees that a breach of any of the confidentiality, non-use and intellectual property obligations of the Agreement and/or any infringement, ownership, and enforceability of any intellectual property right may result in irreparable injury for which there is no adequate remedy at law, and that in the event of such breach or threat thereof, each Party shall be entitled to seek injunctive relief in the Nevada state courts located in the City of Las Vegas, Nevada, Clark County, or the United States District Court for Nevada, sitting in the City of Las Vegas, Nevada (collectively, the “Nevada Courts”). Each Party irrevocably: (i) agrees that the Nevada Courts shall have exclusive jurisdiction to adjudicate any of the foregoing claims for injunctive relief, and consents to submit itself to the personal jurisdiction of the Nevada Courts; (ii) agrees that the Nevada Courts shall be the proper venue therefor; (iii) waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought; and (iv) waives the right to trial by jury in any such action or proceeding. Neither Party may bring proceedings more than twelve (12) months after the actual event occurred or from the date of discovery except for proceedings for non-payment.
This provision survives termination of your account or relationship with MassPay, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

SCHEDULE PREREQUISITES

By completing the Acceptance Action, Customer confirms it has reviewed each of the following Schedules, which are incorporated into this Agreement by reference:

Schedule 1 – Customer Advance Agreement: (optional; declining removes eligibility for Advances)
Schedule 2 – ACH Authorization: (optional; declining triggers alternative collection rights)
Schedule 3 – Data Processing Agreement: (mandatory)

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year that Customer Accept.

Schedule 1

Customer Advance Agreement

This Customer Advance Agreement (“Agreement”) is executed on the same Effective Date as and with the MassPay Payout Orchestration Services Agreement (“MassPay Agreement”) by and between MassPay Holdings, LLC (“MassPay”) and Customer, as defined in that Agreement. By clicking the Accept button at the bottom of this Schedule 1, Customer shall be deemed to have agreed to the terms of this Schedule 1, which shall then be incorporated by reference into the contract, as per Section 16.1.

RECITALS

WHEREAS, Customer and MassPay entered into the MassPay Agreement which is incorporated herein by reference. All capitalized terms in this Agreement that are not defined will have the same meaning as in the MassPay Agreement;

WHEREAS, Customer requires an Advance in order to complete a Transaction or a series of Transactions in a timely manner;

NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follow:

From time to time, MassPay may advance Customer funds in order to complete Customer’s Transaction or series of Transactions.
In order to request an Advance, Customer must contact MassPay via email at info@masspay.io with the understanding that all Advances are governed by this Agreement.
The Advance will not accrue any interest until forty-eight (48) hours after the Advance is given and the Transactions are completed.
If the Advance is not completely repaid within the first forty-eight (48) hours, then the remaining balance due on the Advance will accrue interest at a rate of twenty percent (20%) per annum.
No further Advances will be made to Customer if there is any outstanding balance from a previous Advance owned.
If Customer fails to repay the Advance completely within sixty (60) days, MassPay reserves the right to suspend or terminate the Services under the MassPay Agreement until full payment is received.

Schedule 2

ACH Authorization

This Schedule is incorporated into and forms part of the Master Services Agreement ("Agreement") between Customer and MassPay. By accepting the Agreement electronically, Customer agrees to the terms of this ACH Authorization and authorizes MassPay to debit Customer's designated bank account as set forth herein.

Customer desires to effect settlement of credits and debits from Customer Bank Account(s) by means of ACH and/or wire transfer in conjunction with the Services. Customer authorizes MassPay and/or its Affiliates to initiate debit and credit entries to Customer Bank Account as provided during onboarding or as subsequently updated by Customer in writing.

Customer shall maintain sufficient funds in Customer Bank Account to cover all debit transactions. Customer represents that it has full authority to authorize such transactions and that the designated Customer Bank Account is valid and legitimate. This authorization shall remain in effect until MassPay receives written notice of revocation from Customer. This authorization covers payment of Fees and any other amounts owed to MassPay under the Agreement.

If Customer fails to provide valid ACH authorization, or if any ACH debit is returned, rejected, or otherwise uncollectable, MassPay reserves the right to collect any outstanding amounts owed by Customer through any lawful means, including but not limited to debiting any other bank account or payment method on file, offsetting against any funds held by MassPay on Customer's behalf, or pursuing collection through legal proceedings. Customer expressly consents to such alternative collection methods by accepting this Agreement.

Customer acknowledges that all ACH transactions initiated hereunder must comply with applicable US law, including NACHA Operating Rules. MassPay will attempt to assist Customer in the recovery of funds deposited to an incorrect account due to Customer-provided errors; any such recovery efforts will be billed at MassPay's then-current professional services hourly rate.

Account Type	Checking Savings
Name on Account
Bank Account Number
Bank Routing Number
Bank Name
Bank City, State

Customer authorizes MassPay to electronically debit (and, if necessary electronically credit Customer’s Bank Account to correct erroneous debits) Customer Bank Account as listed above as follows:

Amount of debit(s) or method of determining amount of debit(s): TBD

Date(s) and/or frequency of debit(s): Monthly

Schedule 3

MassPay Data Processing Agreement

This Data Processing Agreement ("Agreement") is incorporated into and forms part of the MassPay Payout Orchestration Services Agreement ("MassPay Agreement") and is effective as of the same Effective Date thereof. By clicking the Accept button at the bottom of this Schedule 1, Customer agrees to the terms herein, which are incorporated by reference into the MassPay Agreement pursuant to Section 16.1.

This Agreement is entered into by and between MassPay Holdings, LLC, a Nevada limited liability company with its principal place of business at 7251 W Lake Mead Blvd, Suite 112, Las Vegas, NV 89128 ("Sub-Processor"), and Customer, with a registered address as provided in the Account ("Processor"). Each is referred to individually as a "Party" and collectively as the "Parties."

IT IS AGREED as follows:

DEFINITIONS. In this Agreement, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

“Affiliate” means any company or entity that: (i) controls directly or indirectly a party, (ii) is controlled directly or indirectly by such party, or (iii) is directly or indirectly controlled by a company or entity, which directly or indirectly controls such party. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.
“Controller” means clients of Processor who are directing processing of their data via Processor and Sub-Processor.
“Controller/Processor Personal Data” means any Personal Data Processed by Sub-Processor (and its sub-processors, if any) on behalf of Processor pursuant to, or in connection with, the Agreement. Any reference to Processor Personal Data will include its Affiliates.
“Data Protection Laws” to the extent applicable, means the EU Data Protection Laws and the data protection or privacy laws, regulations and regulatory guidance of any other country, as amended from time-to-time, including but not limited to the Data Protection Act 2018 UK, and the California Consumer Privacy Act of 2018, Cal. Civ. Code 1798.100 et seq (“CCPA”) as well as any other applicable laws, regulations or guidance regarding data protection.
“Delete” means to remove or obliterate Personal Data such that it cannot be recovered or reconstructed.
“EU Data Protection Laws” means the GDPR, laws implementing or supplementing the GDPR, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and any other European Union legislations relating to Personal Data.
“GDPR” means the European Union General Data Protection Regulation 2016/679 including all amendments thereto
“MassPay Agreement” means the MassPay Payout Orchestration Services between the parties into which this Schedule 3 has been incorporated by reference. .
“Processor” any reference to the Processor will include its sub-processors outside of this Agreement, if any.
“Services” means the services to be supplied and/or other activities to be carried out by the Processor on behalf of and/or for the Controller pursuant to the Agreement.
“Standard Contractual Clauses” means the European Commission’s Standard Contractual Clauses for controllers to transfer Personal Data from the European Economic Area to processors established in third countries (Module 2: Controller-to-Processor), as set out in the Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council.
“sub-processor” means any person appointed by or on behalf of the Processor or Sub-Processor to Process Personal Data on behalf of and/or for the Processor or Sub-Processor in connection with the Agreement.
The terms “Commission”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “International Organization”, “Processing” and “Supervisory Authority” shall have the same meanings as in the GDPR, and their cognate terms shall be construed accordingly. The word “include” shall be construed to mean include without limitation, and cognate terms. The terms used in this Agreement shall have the meanings set forth in this Agreement. Capitalized terms not otherwise defined herein shall have the meaning given to them in the MassPay Agreement. Except as modified below, the terms of the MassPay Agreement shall remain in full force and effect.
For the avoidance of doubt any reference to Controller will consider its Affiliates.

PROCESSING OF PROCESSOR/CONTROLLER PERSONAL DATA.

Comply with all applicable Data Protection Laws in the Processing of Controller/Processor Personal Data and ensure that it does not cause the Processor or Controller, through any act or omission, to be in breach of any applicable Data Protection Laws;
Not process Controller/Processor Personal Data other than to the extent, and in such a manner, as is necessary for the purpose of providing Services pursuant to the MassPay Agreement and on the Controller/Processor's documented instructions unless Processing is required by Applicable Laws to which the relevant Sub-Processor is subject, in which case the Sub-Processor shall to the extent permitted by Applicable Laws inform the Processor of that legal requirement before the relevant Processing of that Personal Data;
Make all reasonable efforts to ensure that Controller/Processor Personal Data is accurate and up to date at all times, while in its custody or under its control, to the extent the Sub-Processor has the ability to do so; and
Keep appropriate written documentation on all Processing activities carried out and provide the Processor with all information necessary to demonstrate the Sub-Processor’s compliance with applicable Data Protection Laws.
Sub-Processor shall:
Controller shall instruct the Processor (and authorizes the Processor to instruct each Sub-processor) to Process Controller/Processor Personal Data. Sub-Processor shall immediately notify Processor if it is unable to follow the instructions from the Controller or if the Controller’s instructions do not comply with the Applicable Laws. In such cases, the Controller shall be entitled to suspend the Processing activities being carried out and Processor will notify Sub-Processor of this without delay.
Annex I of the Appendix to this Agreement sets out certain information regarding the Sub-Processors' Processing of the Controller/Processor Personal Data as required by Article 28(3) of Sub-Processor may make reasonable amendments to Annex I by written notice to the Processor from time to time as the Sub-Processor reasonably considers necessary. Nothing in Annex I (including as amended pursuant to this Section 2.3) confers any right or imposes any obligation on any party to this Agreement.

SUB-PROCESSOR PERSONNEL.
Sub-Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any sub-processor who may have access to the Controller/Processor Personal Data, ensuring in each case that: (i) access is strictly limited to those individuals who need to know / access the relevant Controller/Processor Personal Data, as strictly necessary for the purposes of the MassPay Agreement, and to comply with Applicable Laws in the context of that individual's duties to Sub-Processor; and (ii) all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
SECURITY.

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Sub-Processor shall in relation to the Controller/Processor Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures set out in Annex II of the Appendix to this Agreement.
In assessing the appropriate level of security, Sub-Processor shall take into account the risks that are or may be: (i) presented by Processing; and (ii) arising from a Personal Data Breach.
Sub-Processor shall promptly notify the Processor of any investigation, litigation, arbitrated matter or other dispute relating to the Sub-Processor’s information security or privacy practices.

SUB-PROCESSING.

Before the sub-processor first processes Controller/Processor Personal Data (or, where relevant, in accordance with section 5.2), carry out adequate due diligence to ensure that the sub-processor is capable of providing the level of protection for Controller/Processor Personal Data required by the MassPay Agreement and this Agreement;
Ensure that the arrangement(s) between the Sub-Processor and the sub-processor(s) and/or any arrangement(s) between the sub-processor(s) and any further sub-processor(s) is governed by a written contract which includes: (i) terms which offer at least the same level of protection for Controller/Processor Personal Data required by the MassPay Agreement, this Agreement and Article 28(3) of the GDPR and (ii) a third-party beneficiary clause giving the Controller or Processor the right to terminate the sub-processor’s contract and to instruct the sub-processor to Delete or return any Controller/Processor Personal Data;
If that arrangement involves a transfer to a third country, as per section 11 below: (i) ensure that the Standard Contractual Clauses are, at all relevant times, incorporated into the agreement between the Sub-Processor and the sub-processor(s) and/or the agreement between the sub-processor(s) and any further sub-processor(s); or (ii) before the sub-processor first processes any Controller/Processor Personal Data, procure that the sub-processor enters into an agreement incorporating the Standard Contractual Clauses with the Controller or Processor, where appropriate; and
Upon reasonable request, provide to the Controller or Processor a summary of the data protection obligations imposed on sub-processors (which may be redacted to remove confidential commercial information, including the identity of sub-processors).
Processor authorizes the Sub-Processor to appoint sub-processors in accordance with this Section 5, the Standard Contractual Clauses, and any restrictions in the MassPay Agreement.
Sub-Processor may continue to use those sub-processors already engaged by the Sub-Processor as at the date of this Agreement, subject to the Sub-Processor meeting the obligations set out in section 5.4.
Processor provides general authorization for Sub-Processor to engage sub-processors. Sub-Processor shall maintain an up-to-date list of sub-processors on its website or make such list available upon reasonable request, which may be redacted to protect confidential business information including the identity of sub-processors where commercially sensitive. Sub-Processor shall notify Processor of any changes to sub-processors, and Processor shall have fifteen (15) days to object on reasonable grounds.
With respect to each sub-processor, Sub-Processor shall:
Sub-Processor shall ensure that each sub-processor performs the obligations under sections 2.1, 3, 4, 5.4, 6.1, 7.2, 8, 9, 10.1 and 11, as they apply to Processing of Controller/Processor Personal Data carried out by that sub-processor, as if it were party to this Agreement in place of the Sub-Processor.
Sub-Processor shall remain fully liable for damages arising from breach of applicable Data Protection Laws and Personal Data Breach of Controller/Processor Personal Data by its sub-processors.

DATA SUBJECT RIGHTS.

Promptly notify the Processor if Sub-Processor or any sub-processor receives a request from a Data Subject under any applicable Data Protection Laws in respect of Controller/Processor Personal Data; and
Ensure that the Sub-Processor does not respond to that request except on the documented instructions of the Controller or as required by Applicable Laws to which the Sub-Processor is subject, in which case the Sub-Processor shall, to the extent permitted by Applicable Laws, inform the Processor to inform the Controller of that legal requirement before the Sub-Processor responds to the request.
Considering the nature of the Processing, Sub-Processor shall assist the Processor by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Processor’s obligations, as reasonably understood by the Processor, to respond to requests to exercise Data Subject rights under the applicable Data Protection Laws.
Sub-Processor (and its sub-processors) shall:

PERSONAL DATA BREACH.

Sub-Processor shall notify the Processor without undue delay but not later than forty-eight (48) hours upon the Sub-Processor becoming aware of a Personal Data Breach affecting Controller/Processor Personal Data. Sub-Processor shall provide the Processor with sufficient information to allow Processor to inform Controller to meet any obligations to report or inform Data Subjects and/or Supervisory Authority of the Personal Data Breach under the applicable Data Protection Laws. Such notice shall be in writing and shall include reasonable details: e.g., the nature of the Personal Data Breach, the categories and approximate number of Data Subjects concerned, and the categories and approximate number of Personal Data records concerned. Notice of a Personal Data Breach shall be given to: compliance@masspay.io.
Sub-Processor shall cooperate with the Processor and Controller and take such reasonable commercial steps as are directed by the Controller to assist in the investigation, mitigation, remediation and any obligation to communicate each such Personal Data Breach.

DATA PROTECTION IMPACT ASSESSMENT, PRIOR CONSULTATION AND SUPERVISING AUTHORITY OR LEGAL REQUESTS.

Use its best efforts to review and challenge the legality of the requests
Inform the Processor and thus Controller of that legal requirement before the Sub-Processor responds to the request;
Limit such response to the minimum to the extent legally permissible; and
Ensure the confidential treatment of such response.
Sub-Processor shall, and shall procure its sub-processors to, promptly notify the Processor and thus Controller and provide reasonable assistance to the Processor and thus Controller on any: (i) data protection impact assessments, and/or prior consultations with Supervising Authorities or other competent data privacy authorities which the Controller reasonably considers to be required by Article 35 or 36 of the GDPR or equivalent provisions of any other applicable Data Protection Laws; and (ii) requests from Supervising Authorities or other competent data privacy authorities and/or legal requests, in each case solely in relation to the Processing of Controller/Processor Personal Data by, and taking into account the nature of the Processing and information available to, the Sub-Processors.
Sub-Processor shall not submit any data protection impact assessment or respond to any prior consultations or third party requests, including legal requests and requests from Supervising Authorities or other competent data privacy authorities, except on the documented instructions of the Processor and thus Controller or as required by Applicable Laws to which the Sub-Processor is subject, in which case the Sub-Processor shall, to the extent permitted by Applicable Laws,

DELETION OR RETURN OF PERSONAL DATA.

Subject to sections 9.2 and 9.3, Sub-Processor shall promptly, at the request of the Processor, and in any event within thirty (30) days of the date of cessation of any Services involving the Processing of Controller/Processor Personal Data (“Cessation Date”), Delete and procure the Deletion of all copies of those Personal Data.
Subject to section 9.3, Processor may in its absolute discretion by written notice to the Sub-Processor within thirty (30) days of the Cessation Date, require the Sub-Processor to: (a) return a complete copy of all Controller/Processor Personal Data to the Controller by secure file transfer in such format as is reasonably notified by the Processor to the Sub-Processor; and (b) Delete and procure the Deletion of all other copies of Controller/Processor Personal Data Processed by any sub-processor. Sub-Processor shall comply with any such written request within thirty (30) days of the Cessation Date.
Each Processor, Sub-Processor and sub-processor may retain Personal Data to the extent required by Applicable Laws, but only to the extent and for such period as required by Applicable Laws and always provided that the Processor, Sub-Processor or sub-processor shall ensure the confidentiality of all such Personal Data and shall ensure that such Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purposes.
Sub-Processor shall provide written certification to the Processor that it has fully complied with this section 9 within forty-five (45) days of the Cessation Date.

INSPECTION RIGHTS.
1. The Controller or Processor reasonably considers necessary because of genuine concerns as to the Sub-Processor's compliance with this Agreement;
2. The Controller or Processor is required to carry out under applicable Data Protection Laws; or
3. Are required to be carried out by the Controller or Processor by a Supervisory Authority or any similar regulatory authority responsible for the enforcement of applicable Data Protection Laws in any country or territory if there is a reasonable basis to believe that there has been a breach or potential risk to data protection, where the Controller or Processor has identified its concerns, the relevant requirement or request in its notice to the Processor of the audit or inspection.

For the purposes of such an audit or inspection;
to any individual unless he or she produces reasonable evidence of identity and authority; or
Outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and the Controller or Processor has given notice to the Sub-Processor that this is the case before attendance outside those hours begins; or
for the purposes of more than two audits or inspections in any calendar year in respect of each Processor, except for any additional audits or inspections which:
Subject to sections 10.2 to 10.3, Sub-Processor shall make available to the Controller or Processor at its request, all information necessary to demonstrate compliance with the Applicable Laws, applicable Data Protection Laws and this Agreement, and shall allow for and contribute to audits, including inspections, by the Controller or Processor or an auditor mandated by the Controller in relation to the Processing of Controller/Processor Personal Data by the Sub-Processor or sub-processors
Information and audit rights of the Controller or Processor only arise under section 10.1 to the extent that the MassPay Agreement does not otherwise give to the Controller or Processor information and audit rights meeting the relevant requirements of applicable Data Protection Laws (including, where applicable, Article 28(3)(h) of the GDPR).
Controller or Processor shall give the Sub-Processor reasonable notice of any audit or inspection to be conducted under section 10.1 and with the written consent of the Sub-Processor, shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to the Sub-Processors' premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. Sub-Processor or any sub-processor need not give access to its premises:

TRANSFERS TO THIRD COUNTRIES.

The Sub-Processor is Processing Controller/Processor Personal Data in compliance with the applicable Data Protection Laws, including, for the avoidance of doubt, the requirements laid down in Chapter V of the GDPR;
The Sub-Processor has verified the compliance of the sub-processors to applicable Data Protection Laws, and has documented the result of this verification, with such verification available for review by the Processor if requested; and
The Sub-Processor has carried out a transfer impact assessment, implemented necessary supplementary measures (if required) and entered into relevant agreements to ensure that: (i) the transfers and Processing of Controller/Processor Personal Data are compliant with the applicable Data Protection Laws, including the GDPR; and (ii) the latest Standard Contractual Clauses are incorporated into the agreements with all sub-processors located outside of the European Economic Area, with such agreements available for review by the Controller or Processor if requested.
Parties agree that the Standard Contractual Clauses in the Appendix of this Agreement are hereby incorporated into this Agreement and shall be considered part and parcel of this Agreement.
Sub-Processor shall not transfer the Controller/Processor Personal Data to any country outside the European Economic Area or to any International Organization without the Controller's prior written consent if the Controller/Processor Personal Data has originated within the European Economic Area.
Where such consent is granted, Sub-Processor may only Process, or permit the Processing, of Controller/Processor Personal Data outside the European Economic Area under the following conditions
In the event of an international transfer of Personal Data from the United Kingdom, the parties agree to enter into the International Data Transfer Agreement (version B1.0) issued by the Information Commissioner’s Office under s119(A) of the UK DPA, as may be amended, superseded or replaced from time to time (“UK Transfer Agreement to the SCCs”). The UK Transfer Agreement to the SCCs is deemed incorporated into this DPA by reference and shall be completed with the information contained in the appended Standard Contractual Clauses, with both “Importer” and “Exporter” selected in Table 4.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the United Kingdom.
Each party irrevocably agrees that the London Court of International Arbitration (“LCIA Rules”) shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims), arising out of or in connection with this Agreement or its subject matter or formation.

RIGHT TO TERMINATION.

Processor shall be entitled to terminate this Agreement and/or the MassPay Agreement insofar as it concerns the Processing of Controller/Processor Personal Data if: (i) the Sub-Processor is in substantial or persistent breach of this Agreement or its obligations under applicable Data Protection Laws; or (ii) the Sub-Processor fails to comply with a binding decision of a competent court or Supervising Authority regarding its obligations under this Agreement or applicable Data Protection Laws.

LIABILITY.

Sub-Processor shall be liable for direct damages arising from its failure to comply with the specific from its failure to comply with the specific obligations set forth in this Agreement, provided that such damages are a direct result of the Sub-Processor’s willful misconduct or gross negligence, and/or any breach of applicable Data Protection Laws or any Personal Data Breach of the Controller/Processor Personal Data caused by the Sub-Processor (including its employees, agents, or Sub-Processor). The Sub-Processor shall not be liable for any loss or damage arising from any Force Majeure event.
Sub-Processor agrees that, in the event of a breach of this Agreement and/or any applicable Data Protection Laws or any Personal Data Breach of the Controller/Processor Personal Data, the Processor will not have an adequate remedy in damages. Processor is therefore entitled to seek injunctive or equitable relief: (i) to immediately cease or prevent the Processing, use or disclosure of Controller/Processor Personal Data, (ii) to enforce the terms of the MassPay Agreement and this Agreement, and/or (iii) to ensure compliance with any applicable Data Protection Laws.

GENERAL TERMS.

Nothing in this Agreement reduces the Sub-Processor's obligations under the MassPay Agreement in relation to the protection of Controller/Processor Personal Data or permits the Sub-Processor to Process (or permit the Processing of) Controller/Processor Personal Data in a manner which is prohibited by the MassPay Agreement.
Subject to section 15.1, with regards to the subject matter of this Agreement, in the event of inconsistencies between the provisions of this Agreement and any other agreements between the parties, including the MassPay Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Agreement, the provisions of this Agreement shall prevail. Changes in applicable Data Protection Laws, etc.
Processor may, by at least thirty (30) calendar days’ written notice to the Sub-Processor, propose any variations to this Agreement which the Controller reasonably considers to be necessary to address the requirements of any applicable Data Protection Laws
If Processor gives notice under section 15.3, the parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in the Processor’s notice as soon as is reasonably practicable. The Sub-Processor shall also promptly cooperate (and ensure that any affected sub-processors promptly cooperate) to ensure that equivalent variations are made to any agreement(s) put in place under section 5.4.2.
Where Processor has given notice under section 15.3, the Processor shall have the right to temporarily suspend the Processing until such time the Processing is adjusted, or the variations are made in such a manner that the applicable Data Protection Laws are complied with. To the extent such adjustment or variation is not possible, Processor shall have the right to terminate the MassPay Agreement, this Agreement or the relevant part of the Processing by the Contracted Processor.
Should any provision of this Agreement be invalid or unenforceable, then the remainder of this Agreement shall remain valid and in force. The invalid or unenforceable provision shall be either: (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

CALIFORNIA.

This Section 16 applies to Controller/Processor Personal Data constituting personal information under the CCPA. For purposes of such personal information, Processor is a business and Sub-Processor is a service provider. Controller’s transfer of Controller/Processor Personal Data to Processor and Sub-Processor is not a sale, and Processor or Sub-Processor provides no monetary or other valuable consideration to Controller in exchange for Controller/Processor Personal Data. Processor will not: (a) sell the personal information or (b) collect, retain, use or disclose the personal information for any purpose other than to provide the services under the MassPay Agreement. Processor and Sub-Processor will reasonably assist Controller with consumer requests to retrieve or delete the consumers’ personal information.

Note here, when personal information is collected from EU residents

IN WITNESS WHEREOF, this Agreement is entered into and becomes a binding part of the Agreement upon execution by both parties.

MassPay Holdings, LLC

Master Service Agreement