Terms and Conditions

1. Services Offered and/or Provided

Service Provider shall: (i) maintain a database of the Company’s customer payment records based on such Customer authorizations and other information provided by the Company; (ii) create and transmit ACH Entries to the third party processor on certain due dates as provided by the Company; (iii) provide the Company with a monthly reconciliation of all ACH activity; (iv) provide Return Check Re-presentment; (v) process Credit Card, Debit Card, Electronic Check transactions and Web Payments; and (vi) perform other related services as required to perform services outlined in (i)–(v) above.

2. Term and Termination

The initial term of this Agreement shall be twelve (12) months from the Effective Date. Not less than ninety (90) days before the expiration of any Term, the Company may cancel this Agreement by delivering written notice via certified mail or signed email to the Service Provider. In the absence of written notice, this Agreement shall renew for consecutive twelve (12) month renewal terms.

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 within thirty (30) days of written notification received via certified mail. The Service Provider may terminate this Agreement at any time upon material breach of services or if required by a Regulatory Authority.

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 for each of the remaining months of the term. The Service Provider may terminate this Agreement without cause upon thirty (30) days written notice if directed by Regulatory Authority.

5. 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 transactions.

6. Service Provider Fees

Company agrees to compensate Service Provider for the Services as listed on the application. Company hereby authorizes the Service Provider to collect its Fees by debiting the Company’s bank account or by withholding Fees from funds collected on behalf of Company. All Fees are due and payable on the date services are performed. Company must notify Service Provider of any potential issues within 45 days of receiving an invoice. The Service Provider reserves the right to increase fees with forty-five (45) days written notice.

7. Exclusivity

During the Term and any Renewal Term, the Company hereby agrees to obtain the Services listed in the Fee Section solely from the Service Provider.

8. Compliance

Company is subject to all applicable state, federal, local and foreign laws, rules and regulations, including the Uniform Commercial Code in effect in North Carolina, the NACHA Operating Rules & Guidelines, and Regulation E. Company agrees to be responsible for any fines or penalties charged by ODFIs. If suspected fraudulent activity flags your account, Unity FI Solutions may temporarily freeze your ability to conduct transactions during investigation (typically 5–30 days). Unity FI Solutions reserves the right to terminate your account at any time if there is credible suspicion of non-compliance or violations of federal laws or regulations.

9. 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 which complies with the requirements of the Rules authorizing the initiation of one or more Entries to such account.

10. Proof of Authorization (POA) Policy

Proof of Authorization (POA), if required, must be provided to Unity FI Solutions upon request. Any POA not submitted by the specified due date will be subject to a POA fee assessed at end of month. In the event of a high volume of POA requests, processing may be temporarily suspended while a compliance review is conducted. Failure to respond may result in suspension or termination.

11. Records Retention

The Company shall retain the original Authorization received from each Customer for any company-initiated transaction for at least two (2) years after the termination of such Authorization, or as otherwise required by the Rules.

12. Funds Remittance

The Service Provider agrees to remit collected funds four (4) business days following the effective date of the transaction. If the Company maintains a Reserve Account with the Service Provider, collected funds will be remitted on the business day following the effective date of the transaction.

13. Reserve Account

If the Service Provider requires the merchant open a Reserve Account, the Company agrees to maintain it during the entire term of this Agreement to cover any fees and expenses related to uncollectable Customer debits. New companies required to provide a Reserve Account agree to be on a 6-day funding hold for the first 30 days. In the event this Agreement is terminated, the Company agrees to maintain the Reserve Account balance for 180 days following the last Returned Item received.

14. Bank Return Item(s) and Card Chargeback(s)

ACH entries rejected due to insufficient funds will be subject to state allowable Returned Debit service charges. The Company will be charged a Returned item fee for all Return items the Service Provider cannot collect. For credit card chargebacks, Company will be subject to debits equaling the original transaction amount plus additional card brand fees. Company will be responsible for any collection or legal fees incurred by the Service Provider.

15. Notifications of Change

Company agrees to incur all fees associated with Notifications of Change. The Company agrees to pay a fee of $35.00 for the third notification and any notifications to follow. If the Company receives a fourth notification, the Service Provider will review eligibility and services may be terminated.

16. 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.

17. Non-Disclosure

Both parties agree to hold Confidential Information in strict confidence and agree not to disclose the same to any third party, except to officers, employees, agents, and contractors to whom disclosure is reasonably necessary in furtherance of the relationship between the parties.

18. Confidential Information

Confidential Information means information, data or material deemed proprietary by Service Provider and Company whether or not marked as confidential, and not generally known by the public. This includes Consumer Information, discoveries, concepts, software, designs, specifications, techniques, data, source code, algorithms, documentation, marketing materials, pricing policies, financial information, and any patents, copyrights, or trademarks.

19. Non-Use and Non Circumvention

Both parties agree to use the Confidential Information solely in furtherance of its business dealings with the other. The parties agree not to attempt to commercially exploit the proposed business concepts and plans of the other party for a period of five (5) years after the termination of this Agreement without prior written consent.

20. Customer Data Terms

“Customer Data” means all data and information about the Company’s businesses, customers, employees and their families, operations, facilities, products, markets, assets or finances that the Service Provider obtains in connection with providing the Services. As between the Company and the Service Provider, the Company will own all of the Customer Data. The Service Provider will not withhold any Customer Data as a means of resolving a dispute.

21. Internet Services / Disclaimer

Service Provider does not control the flow of documents, files, data or other information via the Internet. Service Provider disclaims any and all liability arising out of events related to Internet infrastructure or the ability or inability to connect to the Internet. While Service Provider has established Security Procedures including firewalls and data encryption, there can be no assurance that transaction activity will be completely secure. Service Provider is not responsible for unauthorized access, delays or malfunctions caused by third parties.

22. Inactive Accounts

Thirty (30) or more days of processing inactivity will result in a processing limit decrease to $100 for both Credit and Debit limits. A transaction deposit hold will be placed on your account if transactions are processed after 30 days of inactivity.

23. Dormant Accounts

If funds sit untouched in your account for so long that the law considers them abandoned, the Company will notify the Customer to retrieve them. Funds held longer than 190 days will be charged a dormancy fee equal to 25% of the unclaimed funds, charged on a regular basis each calendar quarter.

24. Indemnity

Service Provider and the Company each agree to indemnify, defend and hold the other harmless from and against any and all claims, loss, liabilities, and expenses (including reasonable attorney’s fees) which the other may incur, arising directly or indirectly from (a) any breach of the covenants or provisions of this Agreement; or (b) the negligence or misconduct of the indemnitor in the conduct of its business or in the performance of this Agreement.

25. 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.

26. 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.

27. 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. The Service Provider is required to notify Company thirty (30) days prior to any such assignment.

28. Governing Law; Attorneys’ Fees

This agreement shall be governed by the internal laws of the State of North Carolina. If any claim or controversy arises between the parties relating to this Agreement, the prevailing party in such action will be entitled to recover costs and expenses, including reasonable fees of attorneys, accountants and other professionals.

29. Entire Agreement

This Agreement contains 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 unwritten.