FLEX PAY NETWORK MERCHANT TERMS AND CONDITIONS

Last Updated: June 23, 2026 BY ACCESSING AND USING THE FLEX PAY SERVICES (FORMERLY, THE UPLIFT PAY MONTHLY SERVICE) (THE SERVICES), MERCHANT (AS DEFINED BELOW) ATTESTS IT HAS THE POWER TO BIND AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS (AS UPDATED, THESE TERMS). UPGRADE MAY CHANGE THESE TERMS FROM TIME TO TIME. ANY CHANGES WILL BE EFFECTIVE WHEN POSTED TO THIS SITE. IF MERCHANT DOES NOT AGREE TO THE TERMS AND CONDITIONS STATED HEREIN, PLEASE CEASE USE OF THE SERVICES IMMEDIATELY BY FOLLOWING THE OPT OUT PROCEDURE PROVIDED TO BY NETWORK PARTNER AND/OR UPGRADE.

NETWORK ACCESS: Upgrade, Inc. (together with its affiliates in their capacities hereunder, Upgrade) makes the Service available to Merchant through that certain provider (together with its affiliates, the Network Partner) that enables Merchant to offer the Service through its online, mobile platform, or other distribution arrangement. Notwithstanding any provision to the contrary herein, if Merchant has entered into a separate written agreement with Upgrade or accepted other terms provided by Network Partner on behalf of Upgrade, in each case, governing the subject matter of these Terms, the terms of such agreement shall prevail and control. In the event of a conflict between these Terms and such agreement, such agreement shall govern.

CUSTOMER RELATIONSHIP: Upgrade may enter separate agreements with Merchant’s customers (Upgrade Customer Agreement(s)) and Merchant may enter separate agreements with Merchant’s customers (Merchant Customer Agreement(s)). Upgrade is not a party under any Merchant Customer Agreement and Merchant is not a party under any Upgrade Customer Agreement. When a customer finances purchases using the Services, Upgrade assumes all responsibility for processing loan underwriting and management. Merchant agrees to refer customers with inquiries related to Upgrade or the Services to Upgrade.

MARKETING: Merchant may only use messaging mentioning Upgrade or the Services that has been approved by Upgrade and Upgrade’s bank partner(s) and provided through Network Partner. Merchant agrees Upgrade may use Merchant’s name and logo in its marketing materials and on its websites as well as in discussions with customers, prospective customers and industry and financial analysts.

FRAUD; CANCELLATION FOR FRAUD: Merchant will cooperate with Upgrade to prevent fraud and use reasonable efforts to share best practices, share information regarding fraudulent acts and those committing such acts, and meet as necessary to discuss fraud-related issues. Merchant agrees to notify Upgrade within 96 hours of detecting fraud associated with customer transactions related to the Services. Merchant will work with Upgrade and Network Partner to cancel any affected Upgrade loan(s), transaction(s), and booking(s) related to the fraud and return to Upgrade the full amount of payment(s) (including without limitation, virtual card payment(s)) made to Merchant with respect to such transaction(s) or booking(s).

CANCELLATION FOR DELINQUENCY: If a customer has been delinquent on a loan serviced by Upgrade for 31 days or more and the customer’s booking or purchase has not yet reached the travel date or delivery date, as applicable, Merchant agrees to cancel the booking or purchase upon Upgrade’s request and to refund Upgrade in full within 30 days of such request forany payment previously made to Merchant with respect to such booking or purchase.

PAYMENT PROCESSING: Some customer loans may require a customer to provide a downpayment in order to complete the transaction. In this event: (i) Merchant hereby appoints Upgrade as Merchant’s payment collection agent solely for the purpose of accepting downpayments from Merchant’s customers on behalf of Merchant; (ii) Merchant agrees that a downpayment made by a customer to Upgrade for goods or services shall be considered the same as a payment made directly to Merchant; and (iii) Merchant will provide the purchased goods or services to the customer in the agreed-upon manner as if Merchant had received the payment directly from the customer. Merchant understands that Upgrade’s obligation to transmit such a downpayment to Merchant is subject to and conditional upon successful receipt of the associated payment from a customer. In accepting this appointment as limited payment collection agent, Upgrade assumes no liability for any of Merchant’s acts or omissions.

CONFIDENTIAL INFORMATION: Any information that Merchant obtains from Upgrade relating to these Terms or the Service (whether in writing or otherwise) is Upgrade’s confidential information unless it is public knowledge, publicly available, or in Merchant's lawful possession, and without an obligation of confidentiality, prior to being obtained from Upgrade. Merchant shall (i) protect and keep confidential Upgrade’s confidential information and not disclose it to any third party; and (ii) make no use of such confidential information other than as necessary for the performance of these Terms. Merchant shall use commercially reasonable efforts to return or destroy Upgrade’s confidential information upon request by Upgrade.

INTELLECTUAL PROPERTY: Upgrade retains all right, title and interest in the Services and all work developed or created by Upgrade during the course of providing support or services to Merchant. To the extent Merchant acquires any right, title or interest in any component of the Services, Merchant hereby irrevocably assigns, transfers and conveys to Upgrade all of its right, title and interest therein. Upgrade shall own any suggestions, enhancement requests, recommendations or other feedback provided by Merchant or Merchant’s customers relating to the operation of the Services.

DATA PRIVACY AND SECURITY: Upgrade uses certain forms during the customer application process (Forms) to obtain personally identifiable financial information of customers (collectively, Customer Information”). In addition, Merchant may provide certain Customer Information to pre-populate fields in the Forms (Autofill Feature). Merchant must have obtained all applicable rights and customer consents required by law for that use.

Any Customer Information collected on Forms (including via the Autofill Feature) is the independent property of Upgrade regardless of whether the loan process is completed (but such rights will not affect Merchant’s independent rights to customer information collected by Merchant independently of the Services). Merchant agrees to process Customer Information in accordance with these Terms, applicable customer privacy policies and applicable law, and to not use Customer Information for any purpose other than as expressly permitted in these Terms. From time to time, upon at least thirty (30) days’ prior written notification and no more than once annually, each party shall have the right to audit (or have its independent auditor audit), at that party’s expense, the other party’s compliance with the foregoing security requirements.

Merchant agrees to notify Upgrade in the most expedient time possible and without unreasonable delay, but in no event more than forty-eight (48) hours unless earlier required by applicable law, upon becoming aware of any actual or alleged breach of the security, confidentiality, or integrity of Customer Information.

Merchant acknowledges that Merchant is responsible for the security of payment card account data to the extent that Merchant could impact the security of Upgrade’s systems.

USAGE RESTRICTIONS: Merchant agrees not to: (i) require, add, or charge any fees, finance charges, or interest to prices charged to customers for the use of the Service or otherwise in connection with applying for or receiving financing pursuant to the Service; (ii) charge a different price or provide varying terms and conditions for goods or services for those customers using the Service as compared to those customers that are not using the Service, or otherwise discriminate among customers in any unlawful way; (iii) use the Services in any unlawful manner, for any unlawful purpose or in violation of applicable laws; (iv) sell or offer for sale illegal, obscene, dangerous or drug-related materials or firearms or ammunition or any similar material; (v) send through or store infringing or unlawful material in the Service; (vi) send through or store in the Service any viruses or any other contaminants (including codes, commands, instructions, devices, techniques, bugs, web bugs or design flaws) that access (without authorization), alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit or shut down any component of the Service, any of Upgrade’s computer systems, networks, infrastructures, devices, websites, databases, software or other data or property; (vii) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service; (viii) access the Service for the purpose of building a competitive product or service; (ix) use the Service, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication; (x) provide access to the Service by any person or entity besides Merchant, including, without limitation, by a known competitor of ; (xi) remove, obscure or otherwise modify or destroy any proprietary markings of or other parties that may appear on any component of the Service; or (xii) use the Service except in accordance with the requirements set forth in this Agreement and any documentation provided by, or behalf of, Upgrade. Unless otherwise agreed by Upgrade in writing, Merchant may only offer the Service to residents of the United States and Canada.

SUSPENSION; TERMINATION. Upgrade reserves the right, in its sole and absolute discretion, to suspend, restrict, or terminate access to or use of the Service, in whole or in part, at any time.

GOVERNING LAW; VENUE. These Terms are governed exclusively by the internal laws of the State of California, without regard to its conflicts of law rules. Any dispute arising hereunder shall be brought exclusively in the courts located in San Francisco County, California. and Merchant will only refer any dispute to the court after having done their utmost to resolve the dispute in mutual consultation. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties hereto.

LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOST PROFITS AND LOST SAVINGS) ARISING OUT OF THESE TERMS, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY WILL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, OR IN THE EVENT OF PERSONAL INJURY OR DEATH.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THESE TERMS OR OTHERWISE ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UPGRADE DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL UPGRADE’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED TEN THOUSAND DOLLARS ($10,000). UPGRADE HAS NO LIABILITY UNDER ANY MERCHANT CUSTOMER AGREEMENTS AND MERCHANT HAS NO LIABILITY UNDER ANY UPGRADE CUSTOMER AGREEMENTS.

WAIVER OF JURY TRIAL; NO CLASS ACTION; NO REPRESENTATIVE ACTION: EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY, ANY RELATED DOCUMENT OR UNDER ANY OTHER DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THESE TERMS, AND AGREE THAT ANY SUCH ACTION, SUIT, PROCEEDING OR COUNTERCLAIM WILL NOT BE TRIED BEFORE A JURY AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ENTERING INTO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO AGREES THAT ANY SUCH PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.