MERCHANTSBI LLC

TERMS OF SERVICE

Last Updated July 2, 2026

This Terms of Service (this “Agreement”), together with all Exhibits attached hereto, governs your access to and use of the Platform. By creating an account, clicking “I Agree,” or otherwise accessing or using the Platform, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind such entity to this Agreement. This Agreement is between MerchantsBI LLC, a New York limited liability company (“Provider”), and the entity or individual that accepts this Agreement (“Customer”). Provider and Customer are each referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, Provider has developed and operates a proprietary software-as-a-service platform known as MerchantsBI (the “Platform”); and

WHEREAS, Customer desires to access and use the Platform, and Provider desires to make the Platform available to Customer, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth below or as defined elsewhere in this Agreement:

“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of such entity.

“Authorized User” means an individual who is authorized by Customer to access and use the Platform under Customer’s account, subject to the user limits specified in the applicable Subscription Plan.

“AI Features” means any artificial intelligence or machine learning functionality made available by Provider as part of the Platform, including features that generate forecasts, projections, insights, recommendations, or other AI-assisted outputs based on Customer Data. Use of AI Features is subject to Section 6.7.

“Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (i) in the case of Provider, the Platform, Provider Technology, pricing, product roadmaps, and technical documentation; and (ii) in the case of Customer, the Customer Data. The terms and conditions of this Agreement are Confidential Information of both Parties.

“Customer Data” means all data, information, and materials submitted by or on behalf of Customer or any Authorized User to the Platform, including any personal data or personally identifiable information contained therein, and all structured data outputs, processed datasets, and reports generated by the Platform through its ETL processing or transformation of such submitted data.

“Documentation” means Provider’s standard user guides, help center content, and other technical documentation made generally available by Provider to its customers regarding the use and operation of the Platform, as updated from time to time.

“Effective Date” means the date on which Customer first creates an account on the Platform or otherwise accepts this Agreement.

“Fees” means the fees payable by Customer for the Platform and any Implementation Services, as specified in the applicable Subscription Plan.

“Implementation Services” means the configuration, setup, data pipeline integration, dashboard deployment, training, and other onboarding services described in the applicable Subscription Plan.

“Subscription Plan” means the subscription plan selected by Customer through the Platform, including the applicable tier, Authorized User limits, data limits, Fees, and Term, as displayed on the Platform’s pricing page or otherwise communicated to Customer at the time of registration or upgrade.

“Platform” means Provider’s proprietary software-as-a-service business intelligence platform known as MerchantsBI, including all software, dashboards, reports, ETL pipelines, APIs, and related technology made available by Provider to Customer via the internet, together with all updates, upgrades, and enhancements thereto provided during the Term.

“Provider Technology” means the Platform, all software, code, algorithms, data models, schemas, ETL pipelines, connectors, dashboards, templates, APIs, user interfaces, workflows, designs, methodologies, documentation, and all other technology, materials, and intellectual property owned or licensed by Provider, including all modifications, enhancements, improvements, and derivative works thereof.

“Service Level Agreement” or “SLA” means the service level commitments set forth in Exhibit B.

“Term” means the Initial Term and any Renewal Terms, as specified in Section 10.

2. PLATFORM ACCESS AND LICENSE

2.1 License Grant. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, Provider hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Term, solely for Customer’s internal business purposes, in accordance with the tier, user limits, and data limits specified in the applicable Subscription Plan.

2.2 Authorized Users. Customer may permit its Authorized Users to access the Platform subject to the user limits in the applicable Subscription Plan. Customer is responsible for all activities occurring under its Authorized User accounts and shall ensure that each Authorized User complies with this Agreement. Customer shall maintain the confidentiality of all login credentials and shall promptly notify Provider of any unauthorized access or use.

2.3 Restrictions. Customer will not, directly or indirectly: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make available the Platform or Provider Technology to any third party, or use the Platform or any Provider Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party; (b) modify, translate, copy, or create derivative works based on the Platform or any Provider Technology (except to the extent expressly permitted by Provider or authorized within the Platform); (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Platform or any software, documentation, or data related thereto; (d) bypass or breach any security device or protection used by the Platform or access or use the Platform beyond the scope of the rights granted hereunder; (e) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Platform, or Provider’s provision of services to any third party, in whole or in part; (f) input, upload, transmit, or otherwise provide to or through the Platform any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (g) access or use the Platform for purposes of competitive analysis of the Platform, the development, provision, or use of a competing software service or product, or any other purpose that is to Provider’s detriment or commercial disadvantage; (h) remove any proprietary notices or labels from the Platform or Provider Technology; (i) attempt to gain unauthorized access to the Platform or its related systems or networks; or (j) use the Platform in violation of any applicable law or regulation. Further, Customer may not remove or export from the United States or allow the export or re-export of the Platform, Provider Technology, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Customer represents, covenants, and warrants that Customer will use the Platform only in compliance with Provider’s standard published policies then in effect and all applicable laws and regulations. Although Provider has no obligation to monitor Customer’s use of the Platform, Provider may do so and may prohibit any use of the Platform it believes may be (or alleged to be) in violation of the foregoing.

2.4 Reservation of Rights. Except for the limited rights expressly granted herein, Provider reserves all rights, title, and interest in and to the Platform and Provider Technology. No rights are granted to Customer by implication, estoppel, or otherwise.

3. IMPLEMENTATION SERVICES

3.1 Scope. Provider shall perform the Implementation Services described in the applicable Subscription Plan. Implementation Services may include account configuration, data pipeline setup, dashboard deployment, user training, and historical data import.

3.2 Customer Cooperation. Customer shall provide Provider with timely access to Customer’s personnel, systems, data, and information reasonably necessary for Provider to perform the Implementation Services, including all API credentials, access tokens, and database connection parameters required to establish and maintain integrations with Customer's data sources. Customer is solely responsible for maintaining valid credentials and permissions for all third-party data sources, APIs, and databases connected to the Platform, and shall promptly notify Provider of any changes to such credentials or access configurations. Delays caused by Customer’s failure to provide such access or to maintain valid credentials shall not constitute a breach by Provider and shall not give rise to any service credit obligation under the SLA. Provider shall not be responsible for any failures, errors, data gaps, or service degradation caused by changes to, deprecation of, rate-limiting of, or unavailability of Customer's third-party data sources or APIs. Any work required to rebuild or update connectors or integrations due to third-party data source changes, API version updates, schema changes, or access revocations may, at Provider's discretion, constitute additional billable services at Provider's then-current rates.

3.3 Implementation Fees. Implementation Fees are specified in the applicable Subscription Plan. All Implementation Fees are non-refundable and shall be owed in full regardless of whether Customer completes the implementation process or terminates this Agreement prior to completion. If Implementation Fees are payable in installments, all remaining installments shall become immediately due and payable upon early termination by Customer.

4. SERVICE LEVELS AND SUPPORT

4.1 Availability. Provider shall use commercially reasonable efforts to make the Platform available in accordance with the SLA set forth in Exhibit B. The SLA sets forth Customer’s sole and exclusive remedy, and Provider’s sole and exclusive liability, for any failure to meet the applicable service levels.

4.2 Support. Provider shall provide technical support to Customer during Provider’s standard business hours (Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding Provider-observed holidays) via email and such other channels as Provider may make available from time to time. Support response times and severity classifications are set forth in Exhibit B. All response times set forth in Exhibit B are target response times only and do not constitute a guarantee of response within such period. Failure to meet a target response time shall not independently give rise to a service credit or constitute a breach of this Agreement.

4.3 Updates and Upgrades. Provider may, in its sole discretion, update, modify, or enhance the Platform from time to time. Provider shall use commercially reasonable efforts to provide Customer with advance notice of material changes to the Platform. All updates and upgrades shall be deemed part of the Platform and subject to this Agreement.

4.4 Scheduled Maintenance. Provider shall use commercially reasonable efforts to perform scheduled maintenance outside of normal business hours and to provide Customer with at least twenty-four (24) hours’ advance notice of scheduled maintenance that may affect Platform availability. Scheduled maintenance windows shall not count toward any downtime calculations under the SLA.

4.5 Exclusions. Provider shall not be responsible for any unavailability, errors, or performance issues: (a) caused by factors outside Provider’s reasonable control, including internet access issues beyond Provider’s demarcation point; (b) resulting from Customer’s or any Authorized User’s actions or inactions, or from Customer’s equipment or third-party software; (c) resulting from Provider’s suspension or termination of Customer’s access in accordance with this Agreement; (d) during scheduled maintenance windows; or (e) caused by the unavailability, modification, deprecation, rate-limiting, or performance degradation of any third-party data sources, APIs, databases, or external system integrations connected to the Platform on Customer's behalf.

5. FEES AND PAYMENT

5.1 Fees. Customer will pay Provider the then applicable Fees described in the applicable Subscription Plan for the Platform and Implementation Services in accordance with the terms therein. Unless otherwise stated in the applicable Subscription Plan, subscription Fees are invoiced monthly in advance and Implementation Fees are invoiced upon execution of the Subscription Plan. If Customer’s use of the Platform exceeds the user limits, data limits, or other service thresholds set forth in the applicable Subscription Plan or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.

5.2 Payment Terms. All invoices are due and payable within thirty (30) days of the invoice date. Unpaid amounts shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse Provider for all reasonable costs of collection, including attorneys’ fees. If Customer disputes any portion of an invoice in good faith, Customer must notify Provider in writing within fourteen (14) days of the invoice date specifying the basis for such dispute in reasonable detail, and Customer shall pay all undisputed amounts when due regardless of any such pending dispute. Inquiries should be directed to Provider’s customer support department.

5.3 Taxes. All Fees are exclusive of taxes. Customer shall be responsible for all sales, use, excise, value-added, and other similar taxes, duties, and charges of any kind imposed by any governmental authority on the transactions contemplated by this Agreement, excluding taxes based on Provider’s net income. If Provider is required to collect or pay any such taxes, the appropriate amount shall be invoiced to and paid by Customer.

5.4 Fee Adjustments. Provider may increase the Fees for any Renewal Term by providing Customer with at least sixty (60) days’ written notice prior to the commencement of such Renewal Term. If Customer does not agree to the increased Fees, Customer may elect not to renew pursuant to Section 10.

5.5 Suspension of Services. If Customer’s account is more than fifteen (15) days past due, Provider may, upon ten (10) days’ prior written notice, suspend Customer’s and all Authorized Users’ access to the Platform until all outstanding amounts are paid in full. In addition, Provider may, directly or indirectly, and by use of any other lawful means, suspend, terminate, or otherwise deny Customer’s access to or use of all or any part of the Platform, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its good faith and reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Platform; or (iii) this Agreement expires or is terminated. Any such suspension shall not relieve Customer of its payment obligations under this Agreement. This Section does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement.

6. CUSTOMER DATA

6.1 Ownership. As between the Parties, Customer retains all right, title, and interest in and to the Customer Data. Provider acquires no rights in the Customer Data except the limited rights expressly granted in this Agreement. For the avoidance of doubt, while the ETL pipelines, schemas, connectors, methodologies, and other tools used to process and transform Customer Data constitute Provider Technology and remain the exclusive property of Provider, all structured data outputs and processed datasets derived from Customer's underlying data are Customer Data and owned by Customer.

6.2 License to Customer Data. Customer hereby grants Provider a non-exclusive, worldwide, royalty-free license to access, collect, store, process, transform, transmit, display, and use the Customer Data solely to the extent necessary to provide the Platform and perform Provider’s obligations under this Agreement.

6.3 Aggregated and Anonymized Data. Provider may collect, use, and disclose data that is aggregated and anonymized such that it does not identify Customer, any Authorized User, or any individual, for the purpose of improving and enhancing Provider’s products and services, compiling statistical analyses, and for other lawful business purposes. Such aggregated and anonymized data shall not be considered Customer Data.

6.4 Customer Responsibilities. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) the accuracy, quality, integrity, legality, and reliability of all Customer Data; (c) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Platform; (d) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (e) obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like; (f) the security and use of Customer’s and its Authorized Users’ access credentials; (g) all access to and use of the Platform directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; (h) obtaining all necessary consents, authorizations, and permissions required for Provider to process the Customer Data as contemplated by this Agreement; (i) complying with all applicable data protection and privacy laws with respect to Customer Data; and (j) maintaining its own backup copies of Customer Data. Provider does not provide compliance or security advisory services. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Platform; (ii) maintain security in compliance with applicable law; and (iii) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Platform.

6.5 Data Security. Provider shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, as more fully described in Exhibit C. Provider shall promptly notify Customer (and in any event within seventy-two (72) hours) upon becoming aware of any actual or reasonably suspected unauthorized access to, or acquisition, use, or disclosure of, Customer Data (a “Security Incident”). Provider shall cooperate with Customer in investigating and remediating any Security Incident and shall take reasonable steps to mitigate any harm resulting therefrom.

6.6 Subprocessors. Customer acknowledges that Provider uses third-party subprocessors in connection with the provision of the Platform. Provider maintains a current list of its subprocessors at https://merchantsbi.com/subprocessors and will update such list on its website prior to any material addition or replacement. Customers may subscribe to receive notifications of changes at that page. Continued use of the Platform after an updated list is posted constitutes acceptance of the change. Provider shall ensure that each subprocessor is bound by data protection obligations no less protective than those set forth in this Agreement.

6.7 AI Features and Data Processing.

6.7 AI Features and Data Processing. Provider offers optional AI Features as part of the Platform. The following terms apply to Customer’s use of AI Features:

(a) Consent to AI Processing. By enabling or using any AI Feature, Customer consents to Provider using Customer Data to power AI-assisted outputs (including forecasts, projections, and insights) and to improve, train, fine-tune, and evaluate Provider’s AI/ML models. This AI processing is a condition of using AI Features; Customers who do not wish their data to be used for AI processing should not enable AI Features. Customer represents and warrants that it has provided all notices and obtained all consents necessary under applicable law for Provider to process Customer Data (including any personal data of Customer’s end users) through the AI Features.

(b) Third-Party AI Providers. AI processing may be performed in whole or in part by third-party AI processing providers. Such providers are listed on the subprocessor page referenced in Section 6.6 and are subject to data protection obligations no less protective than those set forth in this Agreement.

(c) Advisory Nature of AI Outputs. All outputs generated by AI Features, including forecasts and projections, are provided for informational and advisory purposes only. AI outputs do not constitute professional, financial, legal, or business advice. Customer is solely responsible for independently evaluating and validating any AI-generated output before making any business decision based thereon. Provider expressly disclaims all liability for any decisions made in reliance on AI outputs without independent human review and validation.

(d) No Guarantee of Accuracy. Provider does not warrant the accuracy, completeness, or fitness for any particular purpose of any AI-generated output. AI Features are subject to the disclaimers and limitations of liability set forth in Sections 9.3 and 12 of this Agreement.

7. CONFIDENTIALITY

7.1 Obligations. The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; (c) not use such Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement; and (d) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care.

7.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice (to the extent legally permitted); (b) cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy; and (c) discloses only the minimum amount required.

7.4 Remedies. Each Party acknowledges that a breach of this Section 7 may cause irreparable harm for which monetary damages would be an inadequate remedy, and agrees that the non-breaching Party shall be entitled to seek injunctive or other equitable relief in addition to all other remedies available at law or in equity.

8. INTELLECTUAL PROPERTY

8.1 Provider Technology. As between the Parties, Provider owns and retains all right, title, and interest in and to the Provider Technology, including all intellectual property rights therein. Nothing in this Agreement shall be construed to transfer or assign any ownership rights in the Provider Technology to Customer. ETL pipelines, connectors, schemas, transformations, dashboards, templates, reports, and all other tools and methodologies developed by Provider are and shall remain the exclusive property of Provider, and Provider may use, modify, and make available such tools across its customer base without restriction.

8.2 Feedback. If Customer provides any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Platform (“Feedback”), Customer hereby grants to Provider a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use, incorporate, and otherwise exploit such Feedback in connection with Provider’s products and services without any obligation or compensation to Customer.

8.3 Customer Marks. Customer grants Provider a limited, non-exclusive, royalty-free license during the Term to display Customer’s name, logo, and trademarks (“Customer Marks”) in connection with Provider’s development and display of Customer’s branded environment within the Platform, unless Customer provides written notice to Provider objecting to such use. All use of Customer Marks shall comply with Customer’s standard trademark guidelines, if any, as provided to Provider in writing.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the applicable laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the acceptance of this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such Party; and (d) this Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

9.2 Provider Representations. Provider represents and warrants that: (a) it has and will maintain all rights, licenses, and permissions necessary to provide the Platform and perform its obligations under this Agreement; (b) the Platform will perform materially in accordance with the Documentation; (c) the Implementation Services and any support services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (d) to Provider’s knowledge, the Platform does not and will not contain any malicious code, viruses, worms, trojan horses, or other harmful components; and (e) Provider will comply with all applicable laws and regulations in providing the Platform. Provider's sole obligation for any breach of Section 9.2(b) or Section 9.2(c) shall be to use commercially reasonable efforts to correct the applicable non-conformity, subject to the limitations set forth in Section 4 (Service Levels and Support) and Section 12 (Limitation of Liability).

9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. PROVIDER DOES NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOMES, FINANCIAL RESULTS, DATA ACCURACY, OR ACCURACY OF ANY AI-GENERATED OUTPUT. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and shall continue for one (1) year (the “Initial Term”), unless a different term is specified in the applicable Subscription Plan. Thereafter, this Agreement shall automatically renew for successive periods of the same duration as the Initial Term (each, a “Renewal Term”), unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term.

10.2 Termination for Cause. (a) Provider may terminate this Agreement upon ten (10) days' written notice if Customer materially breaches this Agreement and fails to cure such breach within such ten (10) day period. (b) Customer may terminate this Agreement upon thirty (30) days’ written notice if Provider materially breaches this Agreement and fails to cure (or commence the cure for) such breach within such thirty (30) day period. (c) Either Party may terminate this Agreement immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors that is not dismissed within ninety (90) days.

10.3 Termination for Non-Payment. Provider may terminate this Agreement or any Subscription Plan upon fifteen (15) days’ written notice if Customer fails to pay any undisputed amount when due and such failure continues for more than fifteen (15) days after written notice thereof.

10.4 Effect of Termination. Upon any expiration or termination of this Agreement: (a) all rights and licenses granted to Customer shall immediately terminate; (b) Customer shall immediately cease all use of the Platform; (c) each Party shall return or destroy the other Party’s Confidential Information in its possession; and (d) Customer shall pay all Fees accrued through the effective date of termination. Termination shall not relieve Customer of the obligation to pay any Fees that accrued prior to the effective date of termination, including the full amount of any Implementation Fees.

10.5 Data Export Period. For a period of thirty (30) days following the effective date of expiration or termination (the “Data Export Period”), Provider shall make Customer Data available for export by Customer in a standard electronic format, to the extent such data is reasonably available in Provider's systems at the time of the export request. Provider reserves the right to charge for any data extraction or export assistance required beyond standard self-service download functionality at Provider's then-current rates. After the Data Export Period, Provider shall have no obligation to maintain or provide any Customer Data and may delete all Customer Data in its systems. Customer is solely responsible for exporting its Customer Data during the Data Export Period.

10.6 Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 1 (Definitions), 5 (Fees and Payment, with respect to accrued obligations), 6.1 (Customer Data Ownership), 6.3 (Aggregated Data), 6.7(c) and 6.7(d) (AI Disclaimers), 7 (Confidentiality), 8 (Intellectual Property), 9.3 (Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), 13 (Dispute Resolution), and 14 (General Provisions).

11. INDEMNIFICATION

11.1 Provider Indemnification. Provider shall indemnify and hold harmless Customer and its officers, directors, and employees (collectively, “Customer Indemnitees”) from and against any damages finally awarded by a court of competent jurisdiction arising from a third-party claim alleging that the Platform, as provided by Provider and used by Customer strictly in accordance with this Agreement and the Documentation, directly infringes a United States registered patent or copyright (an "IP Claim"); provided that Customer: (a) promptly notifies Provider in writing of such claim; (b) grants Provider sole and exclusive control of the defense and settlement thereof (provided that Provider may not agree to any settlement that imposes any monetary obligation or admission of liability on Customer without Customer’s prior written consent); and (c) provides reasonable cooperation at Provider’s expense. Provider shall have no obligation to indemnify any Customer Indemnitee to the extent any IP Claim arises from or relates to: (i) any modification of the Platform by Customer or any third party; (ii) Customer’s combination or integration of the Platform with any products, services, data, or technology not provided by Provider; (iii) any Customer Data; (iv) Customer’s use of the Platform in violation of this Agreement or beyond the scope of the Documentation; (v) any open source or third-party software components incorporated into or used with the Platform; (vi) Customer's failure to use any updated or modified version of the Platform made available by Provider that would have avoided the alleged infringement; or (vii) any Platform feature or output developed or customized based on Customer's specifications or requirements. Provider's aggregate liability under this Section 11.1 shall not exceed the total Fees paid by Customer to Provider in the six (6) months immediately preceding the event giving rise to the IP Claim. The rights and remedies set forth in this Section 11.1 constitute Customer's sole and exclusive remedy, and Provider's sole and exclusive liability, with respect to any IP Claim or any actual or alleged infringement or misappropriation of any intellectual property rights by the Platform. No action, regardless of form, arising out of or relating to this Agreement may be brought by Customer more than one (1) year after the cause of action arose. The Parties agree that this limitations period supersedes any longer period that may be provided by applicable law.

11.2 Mitigation. If the Platform becomes, or in Provider’s reasonable opinion is likely to become, the subject of an IP Claim, Provider may, at its option and expense: (a) obtain for Customer the right to continue using the Platform; (b) modify the Platform to make it non-infringing without materially diminishing its functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the applicable Subscription Plan and refund to Customer any prepaid Fees for the remaining period of the terminated Subscription Plan.

11.3 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, members, and agents (collectively, “Provider Indemnitees”) from and against any third-party claim, action, or proceeding arising from or related to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates any third party’s rights; (b) Customer’s use of the Platform in violation of applicable law or this Agreement; or (c) Customer’s breach of Section 6.4 (Customer Responsibilities). Customer shall pay any damages finally awarded or agreed to in settlement; provided that Provider: (i) promptly notifies Customer in writing of such claim; (ii) grants Customer sole control of the defense and settlement thereof; and (iii) provides reasonable cooperation at Customer’s expense.

12. LIMITATION OF LIABILITY

12.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PROVIDER AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY; (C) FOR ANY MATTER BEYOND PROVIDER’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO PROVIDER FOR THE PLATFORM UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS IN THIS SECTION APPLY IN FULL TO ANY CLAIMS ARISING FROM OR RELATED TO AI FEATURES, AI-GENERATED OUTPUTS, OR DECISIONS MADE IN RELIANCE THEREON.

13. DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

13.2 Good Faith Negotiation. In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve such dispute through direct negotiation for a period of thirty (30) days following written notice by either Party.

13.3 Arbitration. If any dispute is not resolved through negotiation within the period specified in Section 13.2, such dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Kings County, New York. The arbitrator’s decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

13.4 Injunctive Relief. Nothing in this Section 13 shall prevent either Party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm.

13.5 Jury Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14. GENERAL PROVISIONS

14.1 Assignment. Customer may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without Provider's prior written consent, which may be withheld in Provider's sole discretion. Any attempted assignment by Customer without such consent shall be null and void. Provider may assign or transfer this Agreement, in whole or in part, without Customer's consent, including in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Provider's assets, or assignment to any Affiliate or successor entity. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14.2 Notices. All notices under this Agreement shall be in writing and shall be deemed given upon: (a) personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) upon confirmed receipt of electronic mail. Notices shall be sent to the addresses specified in the applicable Subscription Plan or to such other address as a Party may designate in writing.

14.3 Force Majeure. Neither Party shall be liable for any failure or delay in performance (other than Customer’s payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, labor disputes, government orders, internet or telecommunications failures, or cloud infrastructure outages (“Force Majeure Event”). The affected Party shall promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, Provider may terminate this Agreement upon written notice to Customer without liability, other than to refund any prepaid Fees attributable to the period following the effective date of such termination.

14.4 Marketing Rights. Provider may include Customer’s name and logo in Provider’s customer lists and marketing materials, unless Customer objects in writing. Customer’s written objection shall be effective within thirty (30) days of receipt by Provider. The Parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Provider to serve as a reference account upon request.

14.5 Independent Contractor. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

14.6 Entire Agreement; Amendment. This Agreement, together with all Exhibits, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No terms or conditions stated in any Customer purchase order or other order documentation shall be incorporated into or form any part of this Agreement.

14.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.8 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

14.9 Electronic Form. This Agreement is provided in electronic form only. Customer agrees that this Agreement will not be construed against Provider by virtue of having drafted it. Customer hereby waives any and all defenses based on the electronic form of this Agreement and the lack of signing by the Parties.

14.10 Representation and Conflict Waiver. Customer acknowledges that Faham Law LLC and David C. Faham, Esq. (“Company Counsel”) have been retained as legal counsel for Provider, and do not represent Customer in connection with this Agreement. Customer has been advised to retain independent legal counsel and has either done so or voluntarily elected not to do so.

14.11 Acceptance and Electronic Consent. By creating an account, clicking “I Agree” or “Accept,” accessing or using the Platform, or otherwise manifesting assent to this Agreement, Customer agrees to be bound by all of its terms and conditions. Customer hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions. Customer acknowledges that its electronic assent constitutes its agreement and intent to be bound by this Agreement. Customer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

14.12 Modifications to Agreement. Provider reserves the right, in its sole discretion, to modify or update this Agreement at any time. Provider will notify Customer of material changes by posting the updated Agreement on the Platform or by sending notice to the email address associated with Customer’s account. The updated version will be indicated by an updated “Last Updated” date. Customer’s continued use of the Platform after any such changes constitutes Customer’s acceptance of the modified Agreement. If Customer does not agree to any modification, Customer’s sole remedy is to cease using the Platform and terminate its account in accordance with Section 10.

14.13 Account Registration. To access the Platform, Customer must register for an account by providing accurate, current, and complete information as prompted by the registration process. Customer shall maintain the accuracy of such information and promptly update it as necessary. Customer is responsible for safeguarding its account credentials and for all activities that occur under its account. Provider reserves the right to suspend or terminate any account that Provider reasonably believes contains inaccurate information or has been accessed in an unauthorized manner.

14.14 Subscription Plans and Pricing. The features, Authorized User limits, data limits, and Fees applicable to Customer’s use of the Platform are determined by the Subscription Plan selected by Customer at the time of registration or as subsequently upgraded or downgraded through the Platform. Current Subscription Plans and pricing are available on the Platform’s pricing page. Provider reserves the right to modify its Subscription Plans and pricing at any time; provided, however, that any pricing changes shall not take effect for Customer until the commencement of Customer’s next Renewal Term. If Customer and Provider have executed a separate written Software as a Service Agreement, the terms of such written agreement shall govern in the event of any conflict with this Agreement.

EXHIBIT B

SERVICE LEVEL AGREEMENT

1. Platform Availability.

(a) Uptime Commitment. Provider shall use commercially reasonable efforts to maintain Platform availability of at least ninety-eight percent (98%) during each calendar month, measured as set forth below (“Monthly Uptime Percentage”).

(b) Measurement. Monthly Uptime Percentage is calculated as: ((Total Minutes in Month – Downtime Minutes) / Total Minutes in Month) × 100. “Downtime” means any period during which the Platform is materially unavailable to Customer, excluding: (i) scheduled maintenance windows; (ii) Force Majeure Events; (iii) issues caused by Customer’s equipment, software, or network connectivity; (iv) any suspension of access pursuant to Section 5.5 of the Agreement; and (v) unavailability or degradation attributable to the performance, modification, deprecation, rate-limiting, or unavailability of Customer's third-party data sources, APIs, or external system integrations.

2. Service Credits.

(a) Eligibility. If the Monthly Uptime Percentage falls below 98% in any calendar month, Customer shall be entitled to a service credit as set forth below (“Service Credit”). Service Credits are Customer’s sole and exclusive remedy, and Provider’s sole and exclusive liability, for any failure to meet the Monthly Uptime Percentage.

(b) Credit Schedule.

(c) Limitations. Service Credits shall not exceed twenty-five percent (25%) of the monthly subscription Fee in any single calendar month. Service Credits may not be redeemed for cash and shall be applied as a credit against the next invoice. To receive a Service Credit, Customer must submit a written request to Provider within thirty (30) days following the end of the affected month.

3. Support Services.

(a) Support Hours. Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding Provider-observed holidays.

(b) Support Channels. Email (support@merchantsbi.com) and such other channels as Provider may make available from time to time.

(c) Response Times.

(d) Severity Classification. Provider shall classify the severity of each support request in good faith based on the criteria set forth above. Customer may request reclassification, and Provider shall consider such requests in good faith.

4. Termination for Chronic Failure. Without prejudice to Customer’s other rights and remedies, if the Monthly Uptime Percentage falls below 95% for three (3) or more months in any consecutive six (6) month period, Customer may terminate the applicable Subscription Plan upon thirty (30) days’ written notice, and Provider shall refund to Customer any prepaid Fees for the period following the effective date of termination.

EXHIBIT C

DATA SECURITY AND PRIVACY

1. Security Program. Provider shall maintain a commercially reasonable information security program designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Where Customer Data includes financial, business-sensitive, or personally identifiable information, Provider shall apply controls commensurate with the heightened sensitivity of such data. Provider’s security program shall include, at a minimum, the following measures:

(a) Encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent).

(b) Access controls, including role-based access, unique user IDs, and multi-factor authentication for administrative access.

(c) Regular security testing, including vulnerability scanning and penetration testing.

(d) Security awareness training for all Provider personnel with access to Customer Data.

(e) Business continuity and disaster recovery plans, including regular data backups.

(f) Logging and monitoring of access to systems containing Customer Data.

2. Hosting and Infrastructure. The Platform is hosted on Microsoft Azure infrastructure located in the United States. Provider shall not materially change the hosting provider or relocate Customer Data outside the United States without thirty (30) days’ prior written notice to Customer.

3. Security Incident Notification. Provider shall notify Customer in writing within seventy-two (72) hours of becoming aware of any Security Incident. Such notification shall include, to the extent known: (a) the nature and scope of the Security Incident; (b) the Customer Data affected; (c) the corrective actions taken or planned; and (d) a contact person for further information. Provider shall cooperate with Customer in investigating and remediating any Security Incident.

4. Data Processing. Provider shall process Customer Data solely for the purpose of providing the Platform and performing its obligations under the Agreement. Provider shall not sell, rent, or otherwise disclose Customer Data to any third party except as expressly permitted by the Agreement. Provider shall ensure that its personnel with access to Customer Data are bound by appropriate confidentiality obligations.

5. Data Retention and Deletion. Upon expiration or termination of the Agreement, Provider shall make Customer Data available for export during the Data Export Period (as defined in Section 10.5 of the Agreement) and shall delete all Customer Data from its systems within thirty (30) days following the end of the Data Export Period, except to the extent retention is required by applicable law.

6. Subprocessors. Provider maintains a current list of its subprocessors, including AI processing providers, at https://merchantsbi.com/subprocessors. Provider will update such list on its website prior to any material addition or replacement. Customers may subscribe to receive notifications of changes at that page. Continued use of the Platform after an updated list is posted constitutes acceptance of the change. Provider shall ensure that each subprocessor is bound by data protection obligations no less protective than those set forth in this Exhibit C.

7. Compliance with Data Protection Laws. Provider shall comply with all applicable data protection and privacy laws in connection with its processing of Customer Data, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”), and any other applicable U.S. state privacy laws. To the extent that Customer Data includes “Personal Information” as defined under the CCPA, Provider acts as a “service provider” to Customer within the meaning of the CCPA. As such, Provider shall comply with the following requirements:

(a) Provider shall only use, disclose, or otherwise process Personal Information on behalf of Customer and only as necessary to perform its obligations under the Agreement. Provider shall not retain, use, or disclose Personal Information for any purpose other than providing the Platform and related services to Customer or as otherwise permitted as a “service provider” under the CCPA.

(b) Provider shall not “sell” or “share” any Personal Information as those terms are defined under the CCPA, and agrees to refrain from taking any action that would cause any transfer of Personal Information to or from Customer to qualify as “selling” or “sharing” Personal Information under the CCPA.

(c) Provider is prohibited from combining Personal Information it receives from Customer with personal information it receives from or on behalf of other entities or that it collects from its own interactions with individuals, except as expressly permitted under the CCPA.

(d) Provider acknowledges and agrees that it does not receive any Personal Information as consideration for any services or other items that it provides to Customer.

(e) Provider agrees that it is able to and shall assist Customer with securely deleting Personal Information, as well as providing Customer with a list of Personal Information categories or specific elements about a particular data subject maintained by Provider on Customer’s behalf, upon Customer’s written request and within fifteen (15) days of receiving such request, in order for Customer to comply with applicable law.

(f) Provider shall notify Customer should Provider determine that it can no longer meet its obligations under the CCPA with respect to the Personal Information it receives or has access to in providing the Platform to Customer.

(g) Customer may monitor Provider’s use of Personal Information and compliance with the restrictions and obligations in this Section 7. Should Provider’s use of Personal Information constitute unauthorized use of Personal Information under the CCPA, Customer may take immediate appropriate steps to stop and remediate Provider’s use of Personal Information.

(h) Provider shall ensure that any subprocessor to which Provider discloses or provides access to Personal Information is subject to these same obligations in writing.

Provider hereby certifies that it understands the rules, requirements, and definitions of the CCPA and applicable U.S. state privacy laws, and that Provider shall comply with them. To the extent that Customer Data includes personal data subject to the EU General Data Protection Regulation, the UK General Data Protection Regulation, or other international data protection laws, the processing of such data shall be governed by the Data Processing Addendum between the Parties (the “DPA”), which supplements and forms part of this Agreement. The DPA includes the Standard Contractual Clauses approved by the European Commission for the transfer of personal data to processors in third countries.

8. Security Assessments. Upon Customer’s written request (not more than once per calendar year), Provider shall complete a security questionnaire or provide a copy of its most recent SOC 2 Type II report or equivalent third-party security assessment. Provider shall use commercially reasonable efforts to remediate any material findings identified in such assessments.