Terms And Conditions

Following are the Terms and Conditions of Unity FI Solutions (“Solution Provider”), a North
Carolina LLC with its principal place of business
located at 508 W 5TH St, Charlotte, NC 28202
These Terms and Conditions, along with the Application, and where applicable, Exhibits A and B
are the “Agreement” by and between Solution Provider and the Company listed in the Application.

  1. Services Offered and/or Provided. Service Provider shall: (i) maintain a
    database of the Company’s customer (the “Customer”) payment records
    based on such Customer authorizations and other information provided by the
    Company to the Service Provider in accordance with this Agreement; (ii) create
    and transmit Automated Clearing House (“ACH”) Entries to the third party
    processor on certain due dates as provided by the Company to the Service
    Provider from time to time; (iii) provide the Company with reconciliation on a
    monthly basis of all ACH activity performed by the Service Provider on behalf of
    the Company; (iv) provide Return Check Re-presentment, (v) process Credit
    Card, Debit Card, Electronic Check transactions and Web Payments; and (vi)
    perform other such related services as required or necessary to perform services
    outlined in (i)–(v) above (each a “Service” collectively, the “Services”).
  2. Term and Termination. The initial term (“Initial Term”) of this Agreement
    shall be twelve (12) months from the date Service Provider receives and accepts
    an application for the Services (the “Application” and the “Effective Date”). No
    less than ninety (90) days before the expiration of the Initial Term or any
    Renewal Term, the Company may cancel this Agreement by delivering written
    notice via certified mail or with signed attached cancellation via email to the
    Service Provider. In the absence of written notice terminating this Agreement
    upon the expiration of the Initial Term, this Agreement shall renew for
    consecutive twelve (12) month renewal terms (each a “Renewal Term” and
    along with the Initial Term, the “Term”) unless terminated by the Company.
    Furthermore, Service Provider may terminate this Agreement with or without
    cause at any time upon written notice to Company.
  3. Termination for Cause. In the event of a material breach of Services, the
    Company may terminate this Agreement at any time provided the issue is not
    cured, as determined by the Service Provider, within thirty (30) days of written
    notification received via certified mail. In addition to its termination rights set forth
    in paragraph 2, the Service Provider may terminate this Agreement at any time
    upon a material breach of Services or if required by a Regulatory Authority (refer
    to paragraph 8, Compliance).
  4. Termination without Cause. If the Company chooses to terminate this
    agreement without cause prior to the expiration of any term, the Company agrees
    to pay the Service Provider the greater of $495.00 or the equivalent of the

average monthly processing fees assessed from the beginning of the agreement
Term for each of the remaining months of the then current Term. The Service
Provider may terminate this Agreement without regard to breach or default upon
thirty (30) days written notice to the Company if directed by Regulatory Authority
to close the account. Notice may be fewer than 30 days if required by Regulatory
Authority (refer to paragraph 8, Compliance).

  1. Data Transmittal, Timing, Format, and Reporting. The Company and Service
    Provider shall mutually agree upon the timing, method of transmittal, and format
    of data received from the Company to be used for the processing of ACH
  2. Service Provider Fees. Company agrees to compensate Service Provider for
    the Services at the fees, costs, and charges listed on the Application (collectively,
    the “Fees”). Company hereby authorizes the Service Provider to collect its
    Fees from the Company by debiting the Company’s bank account or by
    withholding the Fees from funds collected by the Service Provider on behalf of
    All Fees will be due and payable by the Company to the Service Provider on the
    date that such Services are performed. Company must notify Service Provider of
    any potential issues within 45 days of receiving an invoice from Service Provider.
    Any notification received after the 45-day period will be considered at the
    discretion of the Service Provider. Service Provider reserves the right to increase
    the Fees with forty-five (45) day written notice to Company. If Company chooses
    not to accept any Fees increase, Company may terminate this Agreement with
    sixty (60) days’ written notice to Service Provider. The Service Provider reserves

the right to place any Company on Net Funding if their invoice returns for Non-
Sufficient Funds (NSF).

  1. Exclusivity. During the Term, including any Renewal Term, the Company
    hereby agrees to obtain the Services listed in the Application solely from the
    Service Provider.
  2. Compliance. Company is subject to all applicable state, federal, local, and
    foreign laws, rules, regulations, and other laws, including without limitation, the
    Credit Card Brands (Visa, Master Card, Discover, American Express), the
    Uniform Commercial Code in effect in the states of North Carolina and Georgia,
    as well as, the NACHA Operating Rules & Guidelines, Regulation E (individually
    and collectively, the “Rules”). The Company and the Service Provider
    acknowledge that the processing of ACH credit and/or debit entries and
    Credit/Debit Card entries (“Entries”) are subject to the Rules. All terms used
    herein and not otherwise defined shall have the meaning ascribed thereto in the

applicable Rules. The Company and the Service Provider agree to comply with
the Rules insofar as applicable. Company agrees to be responsible for any fines
or penalties (e.g. from NACHA System of Fines) that might be charged by
ODFIs, as well as, the Credit Card Brands for any non-compliance with the

  1. Authorization. For payment types other than checks, before the initiation of any
    entry to a Customer Account, the Company shall obtain from the Customer an
    Authorization by such Customer which complies with the requirements of the
    Rules authorizing the initiation of one or more Entries to such account by the
  2. Records Retention. The Company shall retain the original Authorization
    received from each Customer for any company-initiated transaction for the period
    of time as defined in the Rules, currently at least two (2) years, after the
    termination of such Authorization. The Rules may amend or change this two-year
    period in which case, the Company shall maintain the original Authorization as
    required pursuant to the new time period requirement.
  3. Funds Remittance. The Service provider agrees to remit the collected funds
    of the Company’s Customers to the account of the Company four (4) business
    days following the effective date of the transaction to ensure Customer funds are
    successfully collected. on the business day following the effective date of the
    transaction. If the Company voluntarily opens and maintains a reserve account
    (the “Reserve Account”) with Service Provider, the collected funds from the
    Company’s Customers will be remitted to the account of the Company on the
    business day following the effective date of the transaction.
  4. Company’s are required to provide a Reserve Account and agree to be on a
    6-day funding hold for the first 30 days or go on Net Funding. If the Company
    chooses to open and maintain a Reserve Account, the Company agrees to
    maintain the Reserve Account during the entire Term, including the Initial Term
    and any Renewal Term of this Agreement to cover any fees and expenses
    related to uncollectable Customer debits. The initial Reserve Account balance
    will be calculated per Service Providers risk evaluation at the time of
    underwriting review. The Reserve Account balance amount will be reviewed
    from time to time and if needed, adjusted up or down to reflect actual and/or
    anticipated uncollectible Customer debits. The Reserve Account balance will be
    held in a non-interest-bearing account for the Company by the Service Provider.
    In the event this Agreement is terminated, the Company agrees to maintain the
    Reserve Account balance held at the time of termination for 180 days following
    the last Returned Item received by the Service Provider to cover any
    uncollectable Customer debits that may be returned to the Service Provider

after such termination for Services rendered prior to such termination. If the
Company does not choose to have a Reserve Account, they may be placed on
Net Funding. After 10 days following the 180 days following termination of the
Agreement, the Reserve Account funds shall be considered Dormant Accounts.

  1. Dormant Accounts. If funds sit untouched in your account, including without
    limitation, the Reserve Account for so long that the law considers them
    unclaimed or abandoned, the Company will notify the Customer to retrieve
    them. If not retrieved, the Company will keep them or send them to the
    appropriate governmental authority as legally required. If you do not process
    payments through your accounts, including without limitation, the Reserve
    Account for an extended period of time or have not linked a valid bank account,
    you may have a balance that is deemed unclaimed or abandoned under
    applicable law. If this occurs, the Company will provide you notices as required
    by applicable law and instructions for how to transfer your balance. If funds still
    remain in your accounts, the Company will escheat such funds as required by
    applicable law, or as permitted, to the Company. Notwithstanding the
    preceding, funds held longer than 190 days, will be charged a dormancy fee
    equal to 25% of the amount of the unclaimed funds. Such fee will be charged
    on a regular basis each calendar quarter. The Customer expressly agrees that
    such fee is reasonable and is regularly charged by the Company.
  2. Bank Return Item(s), Card Chargeback(s). ACH entries rejected due to
    insufficient funds in a customer’s account at the Receiving Depository Financial
    Institution will be subject to state allowable Returned Debit service charge,
    payable to the Service Provider. Returned Debit service charges will be deducted
    electronically from the Customer’s account through an ACH debit. The
    Company will be charged a returned item fee, referred to in paragraph Section 6
    of the Application, for all Return items in which the Service Provider cannot
    collect the state allowable return fee. For credit card chargebacks, Company will
    be subject to debits equaling the original transaction amount plus additional card
    brand charged fees. For both ACH returns and credit card chargebacks,
    Company will be responsible for any collection or legal fees incurred by the
    Service Provider.
  3. Notification(s) of Change. Company agrees to incur all fees associated with
    Notifications of Change. The Company’s banks will notify the Services Provider
    and Company of any changes that need to be made regarding the company’s
    account information. If the required change is not made by the Company in the
    required timeline provided by the Bank, and an additional notification is sent a fee
    will be incurred by the Company. The Company agrees to pay a fee of $35.00 for
    the 3rd notification and any notifications to follow. If the Company receives the

4th notification the Service Provider will be reviewed for eligibility and Services
may be terminated by the Service Provider.

  1. Uncollected Bank Return Item(s). Company agrees to accept a charge-back
    of any return that is uncollectible by the Service Provider. The Company shall
    reimburse the Service Provider for any fees and expenses related to any
    uncollectable Customer debits.
  2. Proof of Authorization. Company agrees to provide Proof of Authorization,
    for any transaction as needed within 2 Business days. Failure to do so will result
    in a $50 fee which will be billed on their monthly invoice.
  3. Thirty (30) or more days of processing inactivity will result in a processing
    limit decrease to $100 for both Credit and Debit limits .
  4. non-Disclosure. Both parties agree to hold the Confidential Information in
    strict confidence and agree not to disclose the same to any third party except as
    may be required by the Service Provider to provide the Services. The parties
    further agree that they shall not disclose any Confidential Information to anyone
    within its own organization except its officers, employees, agents, and
    contractors to whom disclosure is reasonably necessary in furtherance of the
    relationship between the parties. The parties shall appropriately notify each such
    agent and employee that the disclosure is made in confidence and the
    Confidential Information shall be kept in confidence in accordance with this
  5. Confidential Information. Confidential Information shall mean information,
    data, or material deemed proprietary by Service Provider and Company whether
    or not it is marked as confidential, or, if orally transmitted, designated as
    “Confidential” and not generally known by the public or by parties which are
    competitors with or otherwise in industry, trade or business similar. Confidential
    Information also includes any information that Service Provider or Company
    obtains from another party and which Service Provider or Company treats as
    proprietary or designates in writing as Confidential Information, whether or not
    owned or developed by such party. Confidential Information includes, but is not
    limited to, the following types of information and other information of a similar
    nature (whether or not reduced to writing): Consumer Information (as defined
    below), discoveries, ideas, concepts, software in various stages of development,
    designs, drawings, specifications, techniques, models, data, source code, object
    code, algorithms, documentation, user manuals, diagrams, flow charts,
    consulting methods and techniques, research, development, processes,
    procedures, “know-how”, marketing techniques and materials, marketing and
    development plans, price lists, pricing policies and financial information, methods

of production, use, operation and application, invented, owned or developed by
either party as it applies to and is incorporated in each party’s proprietary
software, and any patents, copyrights, trademarks existing now, for which
applications may be pending or hereafter made, acquired and granted for any
software. Confidential Information shall further include data regarding business
practices, pricing, product philosophy, position relative to competitors, and review
of actual deliverables of projects. Consumer Information means non-public
identifiable information including all lists of customers, former customers,
applicants, financial information, pricing information, information concerning
business plans, and any list or grouping of customers derived from personally
identifiable information that is not publicly available.

  1. Non-Use and Non-Circumvention. Both parties agree to use the Confidential
    Information solely in furtherance of their business dealings with the other and for
    no other purpose whatsoever. Further, the parties agree that in consideration of
    the other parties’ disclosure of the Confidential Information, they will not at any
    time prior to the date immediately preceding the fifth year anniversary date after
    the termination of this Agreement, attempt in any manner to commercially exploit
    the proposed business concepts and plans of the party or any of the Confidential
    Information without the party’s prior written consent, that may be given or
    withheld by the other party at its sole discretion
  2. Customer Data Terms. “Definition of Customer Data.” “Customer Data”
    means all data and information about the Company’s businesses, customers
    (current, former, or prospective), employees and their families, operations,
    facilities, products, markets, assets, or finances that the Service Provider obtains,
    creates, generates, collects, or processes in connection with providing the
    Services, and all Intellectual Property Rights in that data and information. As
    between the Company and the Service Provider, the Company will
    own all of the Customer Data. All Customer Data shall be considered
    Confidential Information of the Company and the Service Provider agrees to treat
    all Customer Data as Company Confidential Information. The Service Provider
    will not withhold any Customer Data as a means of resolving a dispute.
  3. Internet Services/Disclaimer Service Provider does not, and cannot, control
    the flow of any documents, files, data, or other information via the Internet,
    whether to or from Service Provider’s network, other portions of the Internet, or
    otherwise. Such flow depends in large part on the performance of Internet
    services provided or controlled by third Parties. Actions or inactions of such third
    Parties can impair or disrupt Institution’s or Customer’s connections to the
    Internet (or portions thereof). Service Provider cannot guarantee that such events
    will not occur.

a. Accordingly, Service Provider disclaims any and all liability arising out of,
resulting from, or related to, such events, and in no event, shall Service Provider
be liable for any damages of any kind (whether in contract, in tort, or otherwise)
that are attributable or in any way related to the Internet infrastructure or
Institution’s, Customer’s, or Service Provider’s ability or inability to connect to the
b. Institution understands that, while Service Provider and its service providers
have established certain Security Procedures, such as firewalls, Codes, and/or
data encryption designed to prevent unauthorized access to Institution’s or
Customer’s accounts or transactions, there can be no assurance that inquiries or
transaction activity will be completely secure. Institution and Customer agree that
Service Provider is not responsible for any such unauthorized access, delays, or
malfunctions, and Service Provider is not responsible for the acts of Third

  1. Indemnity. Service Provider and the Company each agree to indemnify,
    defend and hold the other, together with their respective successors, directors,
    officers, shareholders, employees, and agents, harmless from and against any
    and all claims, losses, liabilities, and expenses (including reasonable attorney’s
    fees and expenses) which the other may incur, arising directly or indirectly from
    or as a result of (a) any breach by it of any of the covenants or other provisions of
    this Agreement; or (b) the negligence or misconduct of the indemnitor or its
    principals, officers, employees, agents or representatives in the conduct of its
    business or in the performance of this Agreement.
  2. Additional Terms. Additional terms of this Agreement, if any, are set forth in
    Exhibit A hereto signed by authorized representatives of the parties, and are
    incorporated by reference.
  3. Amendments. No amendment to this Agreement shall be effective unless in
    writing and signed by the Company and the Service Provider, except where
    NACHA has exercised its right to amend its respective Rules.
  4. Assignment. This Agreement shall not be assigned or otherwise transferred
    by the Company or the Service Provider; provided, however, that the Service
    Provider may assign this Agreement to its affiliates or the purchaser of all, or
    substantially all, of the Service Provider’s assets or outstanding securities.
  5. Governing Law; Attorneys’ Fees. This agreement shall be governed by the
    internal laws of the State of North Carolina, without regard to the choice of law
    provisions of any jurisdiction. If any claim or controversy arises between the
    parties hereto relating to this Agreement, or the breach of this Agreement and

action, including arbitration, by one (1) party taken against the other party, the
prevailing party in such action will be entitled to recover from the other the costs
and expenses, including reasonable fees of attorneys, accountants and other
professionals, incurred in taking or defending such action of such prevailing

  1. Entire Agreement. This Agreement, as well as the Application and, where
    applicable, Exhibits A and B, contain the entire agreement between the parties
    with respect to the subject matter hereof and supersedes, cancels, and replaces
    all prior agreements and understandings between the parties, whether written or