PAYMENT PROCESSING AGREEMENT

TERMS OF SERVICE

This Payment Processing Agreement governs your (“Merchant”) use of the payment processing functionality accessible through Materio, Inc.’s (“Materio” or “Platform”) Site. This Payment Processing Agreement supplements the Terms of Use (the “Terms of Use”) between Materio and Merchant and shall be subject to the definitions, terms, and conditions set forth in the Terms of Use. All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Terms of Use. Should there be any irreconcilable conflict between the Terms of Use and this Payment Processing Agreement, the Payment Processing Agreement will control with respect to the Processing Services described below.

1. Processing Services. In addition to Materio’s core services offering, Materio makes available embedded payments processing services, which include credit card, debit card, ACH, and other payment processing services, as the same may change from time-to-time (“Processing Services”). These Processing Services are provided by a third-party payments provider (the “Payments Provider”), not Materio. Merchant’s ability to use Processing Services depends on the willingness of such Payments Provider to support Merchant, which the Payments Provider may decline to do in its sole and absolute discretion at any time.

2. Term. The term of the Payment Processing Agreement begins upon acceptance by Merchant (including through clicking “I Agree” or words of similar import) and Materio (including by making available Processing Services to Merchant). It may be terminated by either party upon written notice. Upon termination, Merchant must immediately discontinue use of the Processing Services. Termination of this Payment Processing Agreement, however, shall not relieve either party of payment obligations incurred prior to termination.

3. Fees and Taxes. Materio, either directly or through the Payments Provider, will charge Merchant according to the fees listed below (“Processing Fees”). All Processing Fees payable under this Payment Processing Agreement are exclusive of taxes.

   Materio may adjust Processing Fees, or may otherwise amend this Payment Processing Agreement, by providing written notice to Merchant. If Merchant disagrees with any adjustment or amendment, it may immediately terminate this Payment Processing Agreement and discontinue use of the Processing Services. Continued use of the Processing Services after written notice of adjustment or amendment will constitute acceptance of the same.

4. Billing Errors. Merchant is responsible for reviewing its transaction records (including those available through the Site or any Materio-provided application interface), as well as any applicable bank statements, and reporting any error (including any overpayment, underpayment, fee dispute, transaction dispute, or other discrepancy of any kind) in writing within thirty (30) days after such records or statements are first made available to Merchant. Merchant’s failure to timely report any issues to Materio in accordance with this Section 4 will result in merchant’s permanent and irrevocable waiver of the issue and a complete release of Materio and the Payments Provider for any liability associated with the issue or duty to investigate or otherwise address the issue.

5. Processing Terms and Conditions. By using the Processing Services, Merchant agrees to the terms and conditions imposed by the applicable Payments Provider. In the case of Rainforest Pay, Inc., those terms and conditions (the Processing Terms and Conditions) are available at https://legal.rainforestpay.com/processingterms. With respect to Stripe, Inc., those terms and conditions (the Stripe Connected Account Agreement) are available on Stripe, Inc.’s website. All such terms and conditions may be amended from time to time upon notice (or as otherwise specified in such terms and conditions).

6. Account Information. Merchant agrees to provide Materio and the Payments Provider with accurate and complete information about it and its account. Further, Merchant authorizes Materio to (i) share information, including Merchant data (including, without limitation, contracts, invoices, plans, estimates, prices, project locations, client information, and other information available on the Materio Site or applications integrated with or connected to the Site, e.g., Intuit QuickBooks) and payment method data, with the Payments Provider or Materio’s designee at any time; and (ii) access all information flowing through Merchant’s account on Materio’s Site for any legal purpose consistent with the Terms of Use, Materio’s Privacy Policy, and/or the Payment Provider’s terms and conditions.

7. Merchant Representations. Merchant agrees, represents, and warrants that (i) all information provided to Materio or the Payments Provider, including with respect to Merchant and its beneficial owners, is accurate and complete; (ii) its use of the Processing Services will comply with applicable law and the rules of all applicable payment networks; and (iii) it will cooperate with Materio and the Payments Provider in any investigation regarding compliance with this Section 7.

8. Cardholder Data. Merchant is solely responsible for any liability related to its use or handling of cardholder data, if any. Merchant agrees to comply, and to cause any third party having access to cardholder data to comply, with PCI DSS and applicable law with respect to such data, as applicable.

9. Disclaimer of Warranties and Liability for Processing Services. Even though Merchant’s access to Processing Services is through Materio’s Site, Materio does not control the Payments Provider’s technology or systems. The Payments Provider is solely responsible for providing the Processing Services through its own platform. WITHOUT LIMITING ANY OTHER DISCLAIMERS OR LIABILITY LIMITATIONS CONTAINED IN THE TERMS OF USE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCHANT AGREES THAT UNDER NO CIRCUMSTANCES WILL MATERIO HAVE ANY LIABILITY WHATSOEVER FOR ANY SERVICES OUTAGES, ERRORS, OMISSIONS, IRREGULARITIES, DISPUTES, CLAIMS, OR PROBLEMS OF ANY KIND OR NATURE THAT MERCHANT MAY EXPERIENCE WITH THE PROCESSING SERVICES. MATERIO DOES NOT MAKE ANY WARRANTIES WHATSOEVER ABOUT THE PAYMENTS PROVIDER OR THE PROCESSING SERVICES. Consequently, any promises otherwise made by Materio to provide services or service levels will not extend to the Processing Services. Likewise, the Payments Provider does not control Materio’s services, platform, or technology, and Merchant agrees that the Payments Provider is not responsible for any issues solely arising out of or relating to its use of Materio’s systems or services, separate and apart from the Processing Services.

10. Incorporated Terms; Compliance with Law. In addition to and without limiting the foregoing Sections, Merchant agrees that the following sections of the Terms of Use shall likewise apply to Merchant’s use of the Processing Services: MODIFICATIONS AND INTERRUPTIONS, GOVERNING LAW, LIMITATION ON TIME TO FILE CLAIMS, NO CONSOLIDATION, DISCLAIMER OF WARRANTIES, LIMITATIONS ON LIABILITY, INDEMNIFICATION, and MISCELLANEOUS. In addition, Merchant agrees to be solely responsible for compliance with all federal, state, and local laws (as applicable) in connection with its use of the Processing Services.