Client Flow Through Terms Alkami

LOAN PAYMENT SERVICES TERMS OF USE

These Loan Payment Services Terms of Use (these “Terms”) govern the use of and access to the Loan Payment Services provided by Paymentus Corporation (“Paymentus”) by the client that is party to the Order Form (“Client”). These Terms are effective on the earlier of: (a) the effective date of the Order Form; or (b) the Commencement Date.

1. DEFINITIONS

Terms and words used in these Terms shall have the meaning ascribed to them in this Section 1. Terms not defined in this Section 1 may be defined in line where they are first used or shall have the meanings ascribed to them in the Client Agreement.

“Agent Dashboard” means a web-based portal that enables Client to manage and monitor its Users’ payments and accounts including such features as the ability to add and manage users, look up payment schedules, make payments manually on behalf of the Clients, and generate reports.
“Alkami” means Alkami Technology, Inc.
“AML” means anti-money laundering.
“BSA” means the Bank Secrecy Act and its implementing regulations.
“CDD” means Customer Due Diligence, as that term is used by FinCEN.
“Client Agreement” means the written agreement between Client and Alkami, pursuant to which Alkami provides certain services to Client, and which governs the Order Form pursuant to which Alkami, Paymentus provides the Loan Payment Services to Client.
“Client Data” means all information and data of any Client or its Users entered into, processed through, or stored using Paymentus Systems.
“Commencement Date” means the date on which Client completes the introduction to Users of all Loan Payment Services selected by Client.
“Compliance Programs” means BSA, AML, CTF, and OFAC compliance programs.
“CTF” means counter-terrorist financing.
“Customer Information Files” or “CIF” means a computerized file used by a company that stores all customer data such as the customer’s personal and account information.
“FinCEN” shall mean the division of the United States Department of the Treasury known as the Financial Crimes Enforcement Network.
“Implementation Services” means the work to be performed for Client by Paymentus inclusive of (a) the integration, as applicable, between the information systems of Client and Paymentus so that Paymentus can receive Client Data to be used in the provision of the Loan Payment Services, and Client can receive payment and other related data from Paymentus, (b) the setup of the payment processor and bank deposit accounts, (c) the setup of the payment channels described in the Order Form, and (d) the configuration of business rules to be applied to the acceptance of payments, all as further described in the Order Form.
“IPN” or “Instant Payment Network” means the network developed by Paymentus to enable Client engagement, bill presentment and receipt of payments by businesses through multiple channels as enabled from time-to-time by Paymentus.
“Law(s)” means all applicable laws, rules, regulations, codes, or other obligations pertaining to any activities of a party in connection with providing or receiving the Loan Payment Services.
“Loan Payment Services” means the online loan payment services provided to Client and its Users by Paymentus. For the avoidance of doubt, Loan Payment Services do not include any bill pay, person-to-person (P2P), and/or account-to-account (A2A) services provided by Paymentus or its affiliates.
“MRB” means marijuana related business.
“OFAC” means the Office of Foreign Assets Control, a division of the United States Department of the Treasury.
“Order Form” means the order form or other similar document issued under the Client Agreement for Loan Payment Services, by and among Client, Paymentus and Alkami.
“Payment” means payment by a User through the Paymentus Systems for Client’s services, Client’s bills, or other amounts owed to Client.
“Payment Amount” means the amount of a Payment.
“Paymentus Authorized Processor” means a Paymentus authorized merchant account provider or payment processing intermediary or gateway.
“Paymentus User Authorization Terms” means the terms and conditions of Paymentus governing the Users’ use of the Loan Payment Services, as amended from time to time.
“Prohibition” or “Prohibited Transaction” means any illegal transactions that violate state or federal laws, including, but not limited to, any transaction on behalf of a Tier 1 MRB, even if Client elects to provide services to MRBs or has received approval from Client’s prudential regulators to provide services to such businesses.
“Reversed/Chargeback Transactions” means canceled transactions due to User error, a User’s challenge to Payment authenticity, or action by a financial institution or a Paymentus Authorized Processor (commonly referred to as ACH or eCheck returns or credit/debit card chargebacks).
“Sponsor Bank” means the chartered financial institution through which Paymentus provides the Loan Payment Services to Client, as it may be changed from time-to-time.
“System Availability” means that date on which Paymentus notifies Client that the Loan Payment Services are ready to process User data.
“Tier 1” shall mean businesses that “touch” a marijuana plant at some point along the supply-chain from “seed-to-sale” and are generally subject to licensing requirements by a regulator. Tier 1 includes businesses involved in marijuana (a) seed creation or sale, (b) processing, (c) testing, (d) retail delivery, (e) planting, (f) packaging, (g) transporting, (h) cultivation, (i) harvesting, (j) refinement, (k) wholesaling, (l) dispensary services, (m) retail sale, or (n) adult use (recreational) sale; or any other business that directly interacts with or derives its revenue from marijuana plant-touching activities. As used in this definition, “marijuana” is defined consistently with the Controlled Substances Act, 21 U.S.C. §§ 801 et seq. and as interpreted by FinCEN in FIN-2014-G001 (Feb. 14, 2014) (as such may be updated from time-to-time).
“Transaction” means a payment transaction that is both (a) initiated by a User pursuant to the User’s agreement with Client, and (b) submitted to Paymentus through the Loan Payment Services for processing by Sponsor Bank.
“User” means a user of Client’s services.

2. SERVICES

Scope of Services. Paymentus will provide Users the opportunity to make Payments and access other related Services as described in the Order Form using the payment methods provided under the Order Form and other payment methods and wallets as offered by Paymentus from time to time. The payment methods and other services provided may be used within the channels described in the Order Form or on other websites or mobile/web apps or chatbots or voice assistants that are part of the Instant Payment Network, (part of the “Paymentus Systems”). Paymentus will provide a mechanism by which Client may select the channels and payment methods Client wishes to offer Users. Paymentus will be the exclusive provider to Client of the Loan Payment Services and related services substantially similar to those provided under the Order Form.
Third Party Services. Client acknowledges and agrees that the Loan Payment Services are provided by Paymentus using products and/or services of third party providers (“Third Party Products”). In the event Paymentus’ rights to use the products or services of such third party providers are impacted for any reason, Paymentus may terminate the reliant portions of the Loan Payment Services without penalty, provided Paymentus will use reasonable efforts to find a replacement third party provider before terminating such impacted services and will provide Client with written notice of such termination 30 days in advance if practicable based on the circumstances of such termination.
Restrictions on Use. Clients, Users and permitted third party vendors, shall not (a) copy, modify, enhance, or make derivative works of, decompile, disassemble, interpret, reverse engineer, translate, or otherwise determine or attempt to determine any source code, algorithms, or underlying ideas of the Paymentus Systems, (b) allow any third party access to or use of the Paymentus Systems, other than the limited rights permitted hereunder for Clients to offer the Loan Payment Services to Users and manage such Users and for Users to initiate Payments, (c) remove or alter any proprietary rights notices or any branding in the Paymentus Systems, (d) violate or attempt to violate the security of Paymentus Systems, (e) introduce any viruses, worms, or other destructive mechanisms into the Paymentus Systems, or (f) access or use the Paymentus Systems in violation of any laws, these Terms or the Paymentus User Authorization Terms, including without limitation for processing of Prohibited Transactions.
Use of Client Data. Client grants to Paymentus, its affiliates, and its third party providers the non-exclusive, non-transferable, worldwide right to use, copy, transmit, and display during the term of the Order Form: (a) any Client Data or other materials provided by Client or Users in the course of using the Loan Payment Services solely to the extent necessary to provide the Loan Payment Services, and (b) any trademarks that Client provides Paymentus for the purpose of including them in Client’s user interface to the Paymentus Systems. Client will own all rights, title, and interest in and to the Client Data. Client agrees that Paymentus and its affiliates may use de-identified, anonymized information and Client Data (“Anonymized Data”) provided to Paymentus or processed using the Loan Payment Services for purposes of benchmarking or enhancing or developing Paymentus or affiliate offerings, such rights to use Anonymized Data shall survive any expiration or termination of this Client Agreement. Client further agrees that Client may be required to grant additional rights with respect to use of Client Data to Paymentus Authorized Processors under a separate agreement in order to receive the Loan Payment Services.
Warranties. Paymentus expressly disclaims, and Client expressly waives, all warranties or representations with respect to the Loan Payment Services and Third Party Products, whether express or implied, including, without limitation, warranties of merchantability, non-infringement and fitness for a particular purpose, warranties arising from course of dealings or course of performance, and any warranties that the Paymentus Systems and/or Loan Payment Services will meets Client’s requirements or that the Paymentus Systems or Loan Payment Services will be uninterrupted or error-free or that every defect in the Paymentus Systems or Services will be corrected.

3. PAYMENT PROCESSING

Explicit User Confirmation. Paymentus will obtain each User’s agreement to the Paymentus User Authorization Terms prior to use of the Loan Payment Services. Paymentus will electronically confirm to the User the dollar amount of all Payments, and when paid by the User, the corresponding fee to be charged and electronically obtain the User’s approval of the charges prior to initiating payment authorizations.
Merchant Account. If described as part of Implementation Services in the Order Form, Paymentus will assist Client in setting up a merchant account directly with the Paymentus Authorized Processor for processing and settlement of transactions.
Payment Authorization. For authorization purposes, Paymentus will electronically transmit all card or other payment transactions to the appropriate processing center, in real time as the transactions occur or as provided in applicable rules. In its sole discretion, Paymentus may refuse to process any transaction that it reasonably believes is (a) submitted in violation of these Terms or its policies and procedures, or (b) necessary to protect Client, Users, itself or others from actual or potentially illegal, fraudulent or harmful activity.
Reversed or Chargeback Transactions. With respect to all Reversed/Chargeback Transactions, Client authorizes Alkami, Paymentus and Paymentus Authorized Processor (and/or the respective payment organizations) to debit Client’s depository bank account designated by Client to Alkami for the Payment Amount and/or offset the Payment Amount against future payouts and Paymentus will refund the applicable amount to the payment organization for credit back to the User the corresponding fees, if any. Paymentus together with Paymentus Authorized Processor will continuously review its processes for Reversed or Chargeback Transactions to ensure they are working efficiently. Client and Paymentus agree to fully cooperate with each other if Paymentus requires any change to its settlement and invoicing processes for these transactions.
PCI Compliance. To the extent that Client or Paymentus receives payment card information subject to the Payment Card Industry Data Security Standards (“PCI DSS”) in connection with providing or receiving the Loan Payment Services, each will comply with all requirements of the PCI-DSS with respect to storage, transmission and disclosure of payment card information.

4. GENERAL CONDITIONS OF SERVICES

Service Reports. Paymentus will provide Client with reports summarizing use of the Loan Payment Services by Users for a given reporting period, which period shall be designated by Client during the implementation process. Such standard reports are available through the Agent Dashboard.
User Adoption Communication by Client. Client will prominently communicate the Loan Payment Services as a primary payment option to its customers wherever Client usually communicates its other payment options. Client will make the Loan Payment Services known or available to its customers by different means of customer communication including (a) on the face of bills, invoices and other notices, (b) on any marketing or advertising materials that include payment options, (c) if direct payments have been activated, by providing Interactive Voice Response (“IVR”) and Web payment details prominently on Client’s website including a “Pay Now” or similar link on a mutually agreed prominent place on the website, (d) if IVR payments have been activated, through Client’s general IVR/Phone system, and (e) other channels or means available to Client or reasonably suggested by Paymentus. Paymentus will provide Client with logos, graphics and other marketing materials solely for Client’s use in its communications with its customers regarding the Loan Payment Services and/or Paymentus.
Independent Contractor. Paymentus is an independent contractor. Paymentus is not acting as an agent or fiduciary of the Client or its Users.
Client’s Responsibilities. In order for Paymentus to provide the Loan Payment Services, Client will fully cooperate with Paymentus by complying with the items below and the parties agree Client’s failure to comply shall constitute a material breach of these Terms.
Entering into (and authorizing Paymentus to do so on its behalf) all applicable merchant processing, cash management, ACH origination, or kiosk agreements, provided that Client is given notice by Alkami or Paymentus of and approves any additional fees associated with those agreements, and providing information and consents reasonably requested in connection with the agreements. Client shall comply with all terms and conditions of such agreements and Paymentus’ obligations to provide Loan Payment Services are conditioned on Client’s compliance therein.
1. Maintaining throughout the duration during which direct payments via the web is activated, a bill payment link connecting to the Paymentus Systems at a prominent and mutually agreed location on Client’s website. If the IVR channel is activated, the phone number for IVR payments will also be added to the website and as an option as part of Client’s general phone system.
2. Providing Customer Information to Paymentus. As part of the information transfer required for implementation, Client will provide Paymentus with CIF on all Client customers serviced by Client. The CIF shall also identify customers by payment type.
3. Client is responsible for the consequences of its actions and all instructions given to Paymentus and agrees Paymentus shall have no liability for relying on or complying with any Client instructions, authorizations, approvals, requests, or other information received from Client.
4. Launching the Processing Service within 30 days of System Availability. Paymentus will notify Client in writing of System Availability. Client will have 10 days following such notification to confirm that there are no material defects in the Paymentus Systems (“Testing Period”). If material defects in the Paymentus Systems are identified, Client shall provide reasonable detail to Paymentus about such defects, and the System Availability date will be extended until Paymentus notifies Client again of System Availability, and following an additional Testing Period, Client confirms there are no material defects in the Paymentus Systems.
5. Dedicating properly trained and fully engaged personnel to support the implementation process and its compliant use of the Services. Additionally, Client shall comply with all Laws, network rules and third party agreements applicable to its use of the Services.
6. Client acknowledges that if it does not fully cooperate and require its vendors and other service providers to fully cooperate with Paymentus, the implementation and integration will be delayed.
7. Promptly provide Paymentus notice within a reasonable time (not to exceed 48 hours) if Client encounters a cyber-incident or a data security breach which could reasonably be expected to compromise Paymentus data.
8. Providing Paymentus with designated test accounts or other data ("Test Data") to assess the functionality of the Paymentus Systems as part of any User acceptance testing process implementation prior to launch. Such Test Data shall not include any actual User data.
9. Fulfilling the Client responsibilities as described above and in the Order Form.
Indemnification. Client agrees to indemnify, defend and hold harmless Paymentus, its affiliates and their officers, directors, managers, employees, agents, representatives, licensors, successors and assigns (“Paymentus Indemnitees”) from and against any and all loss, damage, liability, settlement, cost and expense (including without limitation reasonable attorneys’ fees and legal expenses) (collectively, “Losses”) incurred by the Paymentus Indemnitees arising from any claim or demand by a third party related to: (a) Client’s breach of the Client Agreement or any representation, warranty, covenant or obligation under these Terms, (b) any User’s breach of use restrictions, these Terms or the Paymentus User Authorization Terms, (c) any Losses incurred by Paymentus in connection with shortfalls due to Client’s failure to sufficiently fund transactions, (d) any Losses incurred by Paymentus from a payment processor or otherwise, arising out of Client’s non-compliance with Laws, regulations or breach of any card scheme/network rules, (e) the underlying relationship or obligations of Client and its Users, including, without limitation, Paymentus’ authorized use of Client Data, (f) Client’s violation of any Laws or rights of a third party, including, without limitation any data privacy or security laws or regulations or content provided by Client or Users violating any intellectual property rights of such third party, (g) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Client or any User, including through Alkami, and (h) Paymentus’ compliance with any specifications or directions provided by or on behalf of Client or any User, including through Alkami.
Client Warranties. Client warrants it will use the Paymentus Systems and Loan Payment Services only for lawful purposes and has obtained all consents required to provide Client Data and/or content to Paymentus or through Paymentus Systems for processing. Client shall be solely responsible for its product decisioning and for all legal requirements related to its product offerings, including any reporting, notices, disclaimers or other requirements of Client’s regulators. Paymentus shall have no responsibility for monitoring Client Data or other content and no liability to Client or any third party, including users and data subjects, for any claims arising related to Client Data or any other content violating (a) any trademark, copyright, trade secret, or other intellectual property rights of others, (b) privacy, publicity, or other personal rights of others, or (c) any laws or regulations.

5. COMPLIANCE

BSA/AML Compliance. Client shall cooperate with Paymentus and its Sponsor Bank in the implementation of Paymentus’, the Paymentus Authorized Processor’s and the Sponsor Bank’s Compliance Programs, including any other applicable Laws or requirements concerning compliance with and enforcement of Prohibited Transactions. To facilitate Paymentus’, the Paymentus Authorized Processor’s and the Sponsor Bank’s compliance with their Compliance Programs, Client shall:
1. obtain, record, and verify customer information regarding each User before providing the Services to that User;
2. provide its BSA/AML policy to Paymentus upon Paymentus’ written request;
3. immediately, but in any event within 48 hours, notify and provide relevant information to Paymentus when it deems, or evidence reasonably indicates that, the activity of a User and/or a receiving party is suspicious and subject to further inquiry or investigation;
4. cooperate with Paymentus in investigations regarding possible suspicious activity by a User and/or a receiving party;
5. have procedures in place reasonably designed to flag Users, processors, originators, and/or receiving parties in a timely manner to ensure that once Client, Alkami, Paymentus, the Paymentus Authorized Processor or Sponsor Bank identifies a Transaction as suspicious for BSA/AML, sanctions, or other compliance purposes, so that Client, Alkami, Paymentus, the Paymentus Authorized Processor and Sponsor Bank can monitor, investigate, and, as necessary, prohibit future Transactions to/for that person/entity;
6. notify Paymentus if and when it permits prohibited funding or payment from international locations or customers of a bank/members of a financial institution that are non-U.S. residents;
7. notify Paymentus immediately if and when prohibited international Transactions are processed by Client;
8. not provide the Loan Payment Services to anyone other than Users who have entered into a written agreement with Client, which may be requested by Paymentus and is subject to approval by Paymentus; and
9. track, and immediately make available to Paymentus the following information on beneficial ownership that is in possession of Client, at a minimum, for each User, upon request (i) full name of the authorized signer(s), (ii) taxpayer id number, or passport number if a foreign national, of the authorized signer(s), (iii) date of birth of the authorized signer(s), and (iv) confirmation of identity via government-issued identification.
Required Due Diligence. Prior to providing any of the Services to one of Client’s Users, Client shall conduct CDD consistent with Client’s obligations as set out in the various regulations promulgated by FinCEN.
Paymentus Right to Perform Due Diligence. Paymentus will have the right to perform reasonable due diligence on Client’s compliance with (a) the Client Agreement, the Order Form and these Terms, (b) Client’s agreements with Users, (c) any applicable Laws, (d) Paymentus’, the Paymentus Authorized Processor’s and its Sponsor Banks’ Compliance Programs, policies, and procedures (as applicable to Client), and (e) Client’s policies and procedures for acceptance of Transactions. This due diligence may include a review of (i) accounting records, payment records, Transaction records, User complaint records, and User data information related to any Users that have processed Transactions using the Loan Payment Services, (ii) an assessment of Client’s Compliance Programs, (iii) evaluation of the written procedures for the operation of Client that relate in any manner to BSA/AML/CTF/OFAC compliance related to the Loan Payment Services, (iv) third party agreements and relationships that are used to provide the Loan Payment Services, and (v) Client’s written agent management, oversight and termination practices if Client engages with any agents or delegates. Client will cooperate with all due diligence reviews by Paymentus in accordance with Paymentus’ internal review criteria. Client will immediately provide Paymentus any due diligence-related information and assistance as Paymentus may require while performing any such review in a timely and commercially reasonable manner. Client’s failure to meet the requisite criteria or to provide sufficient information or assistance when requested will constitute a material breach of these Terms.
MRB Deficiencies. Client each agrees to notify Paymentus of any material deficiencies related to MRBs in Client’s compliance with Paymentus’ the Paymentus Authorized Processor’s and the Sponsor Bank’s applicable and consistently applied Compliance Programs, policies, procedures, practices, or applicable Laws.
Response to Regulator Requests. Client agrees that any regulator with supervisory authority over Paymentus, the Paymentus Authorized Processor or Sponsor Bank, after approval by Sponsor Bank's primary regulator, may inspect, audit, and examine all of Client’s facilities, records, and personnel reasonably relating to the Loan Payment Services at any time during normal business hours upon reasonable notice. Client shall make all such facilities, records, personnel, books, accounts, data, reports, papers, and computer records (related to Transactions and use of the Services) available to Paymentus or regulator, as applicable, for the purpose of conducting such inspections and audits. All audits, inspections, or examinations shall be conducted upon reasonable notice during regular business hours and conducted to not unduly interfere with the audited party's normal business operations.
Right to Suspend. Should Paymentus, the Paymentus Authorized Processor or Sponsor Bank suspect that either (a) any User is engaging in Prohibited Transactions, or (b) that a Transaction is a Prohibited Transaction, Paymentus, Paymentus Authorized Processor or Sponsor Bank may suspend the processing of Transactions for the associated User. In such cases, the User shall remain in suspense until such time as Paymentus, the Paymentus Authorized Processor or Sponsor Bank (each in their own discretion) determine that the Transaction is not a Prohibited Transaction. Client shall reasonably cooperate with Paymentus, the Paymentus Authorized Processor or Sponsor Bank in the investigation of such User or such Transactions and will provide all information reasonably requested by Paymentus, the Paymentus Authorized Processor or Sponsor Bank.

6. USER FEE TERMS AND CONDITIONS

User Fees. Client is obligated to pay Alkami the fees for the Loan Payment Services, provided Client may elect to pass through the cost of the fees to Client’s Users as a transaction fee (a “User Fee”).
User Fee Indemnity. Client agrees to indemnify, defend, and hold harmless and indemnify Paymentus, its affiliates and their directors, officers, employees, and from and against all Losses arising out of or relating to: (a) Paymentus following Client’s request or instructions, with respect to User Fees or otherwise; (b) Client’s decision to assess User Fees and any practices, instructions or requests related thereto; or (c) Client’s breach of these Terms.
User Fees. Client shall be solely responsible for making the determination as to whether to assess a User Fee on any User of the Loan Payment Services, and ensuring that any such User Fees and Client’s instructions and practices relating to User Fees, at all times comply with:
Fee Configurations. In the event that Client elects to assess User Fees on its Users, Client shall provide Paymentus with instructions in writing regarding any proposed User Fees or charges (a “Fee Configuration”) that Client wishes to impose on Users. Such Fee Configuration shall be in writing and signed by an authorized person. Any initial Fee Configuration shall be provided by Client to Paymentus in writing, signed by an authorized person, and delivered to Paymentus no less than 60 days prior to Client’s desired implementation date. Paymentus makes no representation or warranty regarding the Fee Configuration’s initial accuracy or ongoing compliance with any Fee Configuration instructions, provided further Paymentus shall not have any obligations with respect to Client’s manual modifications to the Fee Configuration via the Agent Dashboard or otherwise.
Compliance. Client shall be solely responsible for: (a) notifying Paymentus of any changes to Applicable Law or Rules that requires a change to Client’s Fee Configuration or disclosure configurations; (b) complying with the terms of Client’s agreements with its Users, and the terms and conditions required by Client’s payment processor, merchant acquirer, sponsor banks, and/or the card networks relating to Client’s User Fee practices; and (c) limiting its direction to Paymentus to assess User Fees on only those payment methods and amounts as permitted by Applicable Law and Rules. Client represents, warrants, and covenants to Paymentus that Client (i) does not and will not direct Paymentus to assess a User Fee in violation of any Applicable Laws and Rules; (ii) does not and will not direct Paymentus to assess a User Fee in violation of Applicable Laws or Rules or Network Party restrictions; and (iii) Client shall comply with all Applicable Laws and Rules and Client Obligations. Without limiting the foregoing, Client acknowledges that Paymentus is not responsible for Client’s compliance with any applicable surcharge, convenience, or service fee limitations, disclosure obligations, or other requirements under any Applicable Laws or Rules. Client shall be solely responsible for making the determination as to whether to assess fees on its Users and all instructions, disclosures and information related thereto. Client acknowledges and agrees that Paymentus may suspend the Loan Payment Services and/or cancel any or all of Client’s Fee Configurations, if directed to do so by a Network Party.

7. LIMITATION OF LIABILITY

Limit. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PAYMENTUS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF THESE DAMAGES. IN NO EVENT WILL PAYMENTUS BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM THE ACTS, OMISSIONS OR ERRORS OF THIRD PARTIES OR OF CLIENT OR FOR PROVIDING AGREEMENTS, INSTRUCTIONS OR INFORMATION TO USERS AS INSTRUCTED BY CLIENT. PAYMENTUS’ TOTAL LIABILITY FOR DAMAGES FOR ANY AND ALL ACTIONS ASSOCIATED WITH THESE TERMS OR THE LOAN PAYMENT SERVICES WILL IN NO EVENT EXCEED (a) FOR AN ERROR OR OTHER ACTION AFFECTING THE PROCESSING OF ONE OR MORE PAYMENTS, THE AMOUNT OF THE FEE ASSOCIATED WITH SUCH PAYMENT, (b) FOR OTHER CLAIMS, THE AMOUNT OF THE FEE (NET OF DIRECT PROCESSING AND OTHER FEES PAID BY PAYMENTUS) PAID TO PAYMENTUS (“NET FEES”) IN THE SIX (6) MONTHS BEFORE THE EVENTS GIVEN RISE TO THE CLAIM OR CLAIMS ARISING FROM THE SAME CIRCUMSTANCES; AND (c) IN NO EVENT MORE THAN THE LESSER OF $500,000.00 OR THE NET FEES UNDER THE ORDER FORM.

8. MISCELLANEOUS

Entire Agreement. These Terms, the Order Form and the Client Agreement comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, whether written or oral. No waiver by a party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by the waiving party. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. From time to time, Paymentus may modify these Terms. Unless otherwise specified by Paymentus, any such changes shall become effective immediately when posted. Paymentus will use commercially reasonable efforts to provide notice of material changes to these Terms through communications via email or other means determined by Paymentus, but in any event continued use of the Loan Payment Services after the updated version of these Terms go into effect shall constitute Client’s agreement to such changes.Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement, including, but not limited to, Sections 2.5, 4.5, 4.6, 6 and 7.

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