1. ACH Service.

(a) LeafLink offers services that allow you to initiate Automated Clearing House (“ACH”) debit or credit Entries (the “ACH Service”), and you desire to use such services. To offer the ACH Service, LeafLink works with third-party Financial Institutions, and you hereby authorize LeafLink’s Financial Institutions to originate entries on your behalf.

(b) In connection with the enrollment of your bank account in the ACH Service (your “Enrolled Bank Account”), you agree to use LeafLink’s account validation service provider and provide any such additional information that LeafLink may determine is necessary to validate your account or use the ACH Service.

2. Fees.

You agree to pay LeafLink all fees and charges for use of the ACH Service as presented and accepted on the site, together with other amounts owed pursuant to these Payment Terms or as may be presented during your use of the ACH Service (“Fees”). Such other amounts shall include any amounts, including insufficient fund or similar fees, charged to LeafLink, the underlying Financial Institution, or you by NACHA, the administrator of the ACH Network, in connection with your use of the ACH Service. All Fees are charged at the time we process a transaction, and you will be billed for all transactions occurring within a given month within the first fourteen (14) days of the following month. You also grant us Recovery Authorizations, which we may utilize to recover Fees you owe us. Subject to the Terms and Conditions of Use or Master Subscription Agreement, as applicable and these Payment Terms, we reserve the right to change the Fees upon reasonable advance notice. All Balances and all Fees, charges, and payments collected or paid through the ACH Service are denominated in US dollars, unless otherwise stated.

3. Transaction Limits.

You shall operate and use the ACH Service in accordance with the transaction limits approved by LeafLink and in accordance with the NACHA Operating Rules (“NACHA Rules”). LeafLink may modify your transaction limits at any time upon reasonable notice to you

4. Types of Entries.

LeafLink will transmit Entries that you initiate that fully comply with LeafLink’s requirements, which are generally consistent with the following ACH Standard Entry Class (“SEC”) Code: WEB.

5. Compliance.

You agree to comply with the rules, guidelines and bylaws of NACHA (available on the NACHA website) and other applicable laws and regulations related to the operation and use of the ACH Network, which may include Uniform Commercial Code Article 4A or Regulation E, as each is amended from time to time. The foregoing rules, guidelines, bylaws, laws and regulations shall all be deemed part of (and included in) the definition of “Network Rules,” and NACHA shall be included in the definition of “Networks,” both as defined in the Payment Terms.

6. Authorizations.

You hereby authorize LeafLink and its Financial Institutions to debit and credit your bank account for ACH Entries, and you are solely responsible for ensuring such authorizations comply with the Network Rules and applicable law. When you use the ACH Service to initiate ACH Entries, you represent and warrant that you have all necessary authorizations and approvals for LeafLink to originate an ACH debit or credit Entry to the customer’s bank account and that each such Entry is accurate and timely. You further warrant that any debit Entry that you initiate satisfies an obligation or corrects an error. LeafLink shall not be liable for any return, reversal or other failure (or any related costs) arising from your acts and omissions, including failure to obtain your customer’s authorization for an ACH debit transaction. You agree that LeafLink is permitted to document and store ACH authorizations, including timestamp and applicable ACH credentials. You further agree that you shall retain authorization for each Entry you originate for two (2) years after termination or revocation of such authorization or for such other period as required by the Network Rules.

7. Sufficient Funds; Suspension and Termination.

You agree to maintain sufficient funds in your Enrolled Bank Account to satisfy all Fees and ACH Service-related payment obligations. In addition to the termination rights set forth in the Terms and Conditions of Use or Master Subscription Agreement, as applicable, LeafLink may suspend or terminate your use of the ACH Service for violation of any Network Rules, including, without limitation, acceptable limits for ACH returns and failure to maintain funds in your Enrolled Bank Account to satisfy your obligations under these Payment Terms. LeafLink may also terminate or suspend the ACH Service if the Financial Institution requires such suspension or termination.

8. Settlement.

(a) You acknowledge that funds paid to you by your customers through the ACH Service shall only be made available to you once the Financial Institution receives final settlement. In the event that LeafLink makes available to you any provisional credit and such Financial Institution does not receive the final settlement, the Financial Institution is entitled to a refund for the amount of the provisional credit. You agree that you shall be responsible for all such refunds, and LeafLink shall have the right to be reimbursed and recover such refunds or other amounts that are charged to LeafLink by the Financial Institution in connection with the ACH Service pursuant to these Payment Terms.

(b) You acknowledge and agree that (i) LeafLink does not receive funds from your customers for the purpose of remitting them to you in connection with the ACH Service; (ii) all funds are received and transferred by Leaflink’s third-party Financial Institutions; and (iii) LeafLink’s role is limited to submitting payment information on your behalf to such Financial Institutions. In the event that LeafLink were to receive or be deemed to have received customer funds intended for transfer to you, you agree that (A) in receiving a customer’s funds and remitting them to you, LeafLink is acting as your agent for the limited purpose of facilitating the sale of your goods and services to such customer; (B) LeafLink’s receipt of the customer’s payment as your agent constitutes your receipt of such payment and satisfies the customer’s obligation to you in the amount of such payment; and (C) you shall have recourse only against LeafLink, and not against the customer, for any payment LeafLink is deemed to have received and failed to remit to you.

9. Cancellation, Amendment, Reversal.

(a) You shall not have the right to cancel, amend, or reverse an ACH Entry after its receipt by LeafLink; nonetheless, upon your request, LeafLink may, in its sole discretion, use reasonable efforts to cancel, amend or reverse an Entry before transmitting to the ACH Network or processing it as an on-us Entry. LeafLink shall have no liability if it fails to effectuate such requests.

(b) LeafLink reserves the right, in its sole discretion, to cancel, amend, or reverse an ACH Entry at any time and for any reason. LeafLink also reserves the right, in its sole discretion, to pause, freeze, or shut down your Enrolled Bank Account’s access to the ACH Service for any reason.

10. Rejection.

LeafLink or the Financial Institution may reject any Entry, including an on-us Entry, that does not comply with the requirements of these Payment Terms or the Network Rules, and may reject any Entry if you are not otherwise in compliance with these Payment Terms. In addition, the Financial Institution may refuse to process an Entry you initiate in its sole discretion. You shall be responsible for correcting any Entries rejected by LeafLink or the Financial Institution prior to resubmission.

11. Returns.

When using the ACH Service, you understand and agree that it may take more than 60 days for LeafLink to receive notice of a return or reversal of an ACH Entry and for LeafLink to exercise any of our rights granted or reserved under these Payment Terms, the Terms and Conditions of Use or Master Subscription Agreement, as applicable, or the Network Rules. You agree to maintain Sufficient Balance in your linked Enrolled Bank Account to satisfy all obligations to LeafLink in connection with your use of the ACH Service, including returns, reversals, and associated fees, and to add funds immediately if LeafLink notifies you that your funds in your linked Enrolled Bank Account are insufficient. LeafLink reserves the right to recover all outstanding amounts due to LeafLink in accordance with the following Recovery Authorizations provisions:

(a) In addition, by using the ACH Service, you authorize us to recover funds from you in accordance with these Payment Terms, the Terms and Conditions of Use or Master Subscription Agreement, as applicable, and any other agreement you have with us (“Recovery Authorizations”). Recovery Authorizations include your authorization of LeafLink to debit, charge, setoff against and otherwise recover funds from any connected Enrolled Bank Account, any Balance, any Reserve (as defined in these Payment Terms), any payment instrument, linked bank, depository and other account registered in your Enrolled Bank Account.

(b) Further, in the event that any attempt to recover funds from you should fail, Recovery Authorizations include your grant to LeafLink of new, original authorizations to recover all or less than all of the amount you owe us and/or belong to us. Recovery Authorizations include all authorizations to take the above steps without prior notice to you and irrespective of (i) whether we have made demand under these Payment Terms, the Terms and Conditions of Use or Master Subscription Agreement, as applicable, or any other agreement you have with us; and (ii) whether the obligation is contingent, matured or unmatured. Recovery Authorizations include all authorizations to take the above steps in complete compliance with the Network Rules (as defined in these Payment Terms) and the NACHA Rules. You agree that your grant of Recovery Authorizations to us has the same legal effect as if you had signed a paper containing the same terms.

12. Violation of Laws.

You represent, warrant, and covenant to LeafLink, as an Originator of Entries made under the Operating Rules, that (a) you will not seek to use the ACH Service in violation of any applicable law or regulation; and (b) no Entry delivered to LeafLink or the Financial Institution, if accepted by the Financial Institution, will cause LeafLink or the Financial Institution to be in violation of any regulation or sanction administered by the federal or state government or otherwise causes LeafLink or the Financial Institution to be in violation of federal or state law.

13. Audit and Review.

You agree to permit LeafLink, the Financial Institutions and their designated third parties to audit, inspect, and review your policies and processes for purposes of ensuring your compliance with these Payment Terms and the Network Rules. You agree to cooperate with any such audit and to respond to reasonable requests for information necessary to complete such audit in a timely manner.

14. Additional Limitation of Liability.

In addition to any limitation of liability contained in the Terms and Conditions of Use or Master Subscription Agreement, as applicable, LeafLink shall not be liable for any action or inaction by the Financial Institution or a third party that results in LeafLink’s failure to perform under these Payment Terms or suspension, termination, restriction or other delay in LeafLink’s performance under these Payment Terms.

15. Additional Indemnity.

In addition to any indemnity clause contained in the Terms and Conditions of Use or Master Subscription Agreement, as applicable, you will indemnify, defend, and hold us and our processors (and our and their respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to (a) your breach of any representation, warranty or covenant set forth in these Payment Terms, (b) your failure to perform your obligations as an Originator under the Network Rules, (c) your failure to maintain a sufficient Balance in your LeafLink account to cover your obligations under these Payment Terms, (d) LeafLink’s affecting or attempt to affect your request for the cancellation, amendment or reversal of an Entry, or (e) LeafLink’s issuance of duplicate Entries.

16. Additional Representations & Warranties

In addition to your representations, warranties and covenants contained in the Terms and Conditions of Use or Master Subscription Agreement, as applicable, you agree to the following representations and warranties specific to the ACH Service:

(a) You represent and warrant that you have the right and authority to enter into these Payment Terms and that you are responsible for the management and permissioning of your organization’s payment processing.

(b) You represent and Warrant that the bank account provided to LeafLink for use in connection with the ACH Service is the bank account associated with your cannabis business.

17. Relationship to other terms and conditions.

These Payment Terms are hereby incorporated into and made part of the Terms and Conditions of Use or Master Subscription Agreement, as applicable. To the extent the Payment Terms conflict with the Terms and Conditions of Use or Master Subscription Agreement, as applicable, these Payment Terms shall control with respect to the ACH Service and only to the extent of such conflict.

18. Release.

In addition to any related sections of the Terms and Conditions of Use or Master Subscription Agreement, as applicable, in the event of any ACH Service-related disputes, you release LeafLink (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You also agree that any disputes arising out of or relating to an ACH Entry or the ACH Service shall be resolved by the parties to the transaction and LeafLink is in no way responsible, nor will LeafLink be required to participate in any dispute resolution proceedings related to any such disputes.

19. Definitions.

(a) “ACH Network” means the funds transfer system (network) governed by the NACHA Operating Rules which provides for the clearing of electronic entries for participating Financial Institutions and Third-Party Senders.

(b) “Balance” means the funds in your Enrolled Bank Account.

(c) “Enrolled Bank Account” shall have the meaning set forth in Section 1(a).

(d) “Entry” is an order or request for the transfer of money to the account of a Receiver or general ledger account of an RDFI (a “credit Entry”); or an order or request for the withdrawal of money from the account of a Receiver or general ledger account of an RDFI (a “debit Entry”). “Entry” may also refer to the transmission of notice or data that is not an order or request for the transfer or withdrawal of funds.

(e) “Fees” are defined in Section 2.

(f) “Financial Institution” means an Originating Depository Financial Institution that originates ACH Entries on behalf of Sellers.

(g) “NACHA Rules” refers to the NACHA Operating Rules.

(h) “Originator” means a person that has authorized a Financial Institution to transmit an Entry to a Receiver’s account at an RDFI.

(i) “RDFI” or Receiving Depository Financial Institution means a Financial Institution qualified by NACHA to receive ACH Entries.

(j) “Receiver” means a person that has authorized an Originator to initiate a credit Entry, debit Entry, or non-monetary Entry to the Receiver’s account at the RDFI.

(k) “Recovery Authorizations” has the meaning set forth in Section shall have the meaning set forth in Section 11(a).

(l) “Third-Party Sender” is an organization that is not an Originator that has authorized an Financial Institution to transmit, for its account or the account of another Third-Party Sender, a credit Entry, debit Entry, or non-monetary Entry to a Receiver’s account at an RDFI. LeafLink acts as a Third-Party Sender in conjunction with the ACH Service.

20. Arbitration.

In the interest of resolving disputes between you and LeafLink in the most expedient and cost effective manner, you and LeafLink Payments agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Retailer Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LEAFLINK PAYMENTS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. Despite the provisions of this section, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court or to seek payment for any Services provided by LeafLink; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim. To the fullest extent permitted under applicable law, any arbitration between you and LeafLink Payments will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”). Any arbitration hearing will take place at a location to be agreed upon in New York, New York or through a non-appearance based telephone or online hearing. The arbitrator may award attorneys’ fees and expenses (including the cost of arbitration) to the Party which is required to receive payment from the other Party pursuant to the award resulting from this arbitration.