ZURNO PAYMENT TERMS

BY REGISTERING FOR OR USING THE ZURNO PAYMENTS SERVICE DESCRIBED BELOW, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.

This Zurno Payments - Selling on Zurno User Agreement (the “Agreement”) is between the applicant (if registering as an individual) or the business the applicant is employed by or represents (if registering as a business) (“you” and “your”) and Zurno Payments Europe s.c.a. (“Zurno Payments,” “we,” “us,” “our”). The Agreement applies to your use of our payment processing and related services provided in connection with the Selling on Zurno service (“Selling on Zurno Service”) offered by Zurno and all or the applicable portions of any successor services we provide, regardless of how branded (collectively, the “Service”). Our Service enables sellers to receive payments for online purchases made through the Selling on Zurno Service and to transfer funds received for online purchases to a bank account.

Selling on Zurno User Agreement.

This Agreement incorporates and you hereby accept and agree to the applicable policies, notices, procedures, specifications, FAQs, guides, and guidelines that are provided or made available to you, appear on the sites at payments.zurno.co.uk and payments.zurno.de (collectively, the “Sites,” and each a “Site,” as applicable) and the online portal and tools made available by ZSE to you, for your use in managing your orders and inventory on any of the websites on which the Selling on Zurno Service is made available to you and through which you can offer and sell your products (“Seller Central”) or are referenced in this Agreement and which we may modify from time to time (collectively, the “Policies”). In the event of any conflict between one or more of the Policies and the terms in this Agreement set forth below, the terms in this Agreement will prevail unless the Policy expressly states that it supersedes any term of this Agreement.

1. Your Selling On Zurno Payment Account 1.1 Eligibility.

To use the Service, (a) you must register for a “Selling On Zurno Payment Account” as described in more detail below (an “Account”) by providing complete and accurate registration information, and (b) if you are an individual, be at least 18 years old, and, if you are registering as a legal entity, your business, trade, or profession must be established and authorized to operate in one of the designated countries that we support, as disclosed on our Sites or Seller Central when you register for an Account. You must meet our eligibility requirements in order to register for and maintain an Account.

We treat all activities under an Account as those of the registered user. You may not use the Service or your Account on behalf of any other person or entity. You must update registration information promptly upon any change so that it is at all times complete and accurate, and updates to your registration information may be carried across to other accounts that you have with us.

We reserve the right to refuse to provide or discontinue the Service to any person or entity or close the Account of any person or entity, in each case at any time for any reason.

1.2 Accounts

You can access your Account through Seller Central. This Account is exclusively for selling products and/or services via the Selling on Zurno Service, as well as for holding and transferring funds to a bank account. If you are registering as a business, your Account must strictly be used for business, trade, or professional purposes and not for personal, household, or consumer-related transactions.

As part of your Account setup and continued use, we may require you to submit specific details, including but not limited to, your contact and billing information (such as name, address, phone number, fax, and email), a Value Added Tax (“VAT”) number, customer service contacts, business profile data (e.g., description and classification), projected transaction volumes, and any additional information that is either legally required or necessary for us or our financial partners to provide the Service. If you operate as a business, you acknowledge that the Payment Services Directive 2015/2366/EC provisions 62(1), 64(3), 76, and 77 will not apply to your use of the Service.

Your Account is directly connected to your Zurno Account. You can create a new Account in one of two ways: (a) by registering with your existing Zurno Account or (b) by completing a new user registration, providing all required details. If you choose to register with an existing Zurno Account, the information from that account will be automatically shared with Zurno Payments for registration purposes. Depending on your account type and the specific services you plan to use, we may request further details from you.

If you do not already have a Zurno Account when registering for this Service, a new one will be created simultaneously using the same email and password you provide. A “Zurno Account” refers to a customer account that allows access to or purchase of products or services on certain websites owned, operated, or controlled by Zurno.com, Inc., or its affiliated entities. These affiliated entities (“Affiliates”) include those that are under common ownership or control with Zurno.com, Inc., as well as those operating platforms on its behalf, such as the website www.zurno.com.

While we facilitate payment processing, we are not directly involved in transactions between buyers and sellers. By using our Service, you authorize us to manage, hold, and disburse funds based on your instructions, subject to this Agreement’s terms. Our role is strictly limited to payment processing, meaning we do not act as a buyer, seller, or contractual party in any sales transactions. We do not intervene in disputes between buyers and sellers, nor do we ensure or enforce the fulfillment of sales agreements. As the seller, you bear full responsibility for all sales conducted through the Service.

On a buyer’s payment card statement, our name (or that of one of our Affiliates) may appear as the transaction identifier. At our discretion, we may also display your business name alongside ours. A buyer’s financial obligation for an item purchased via the Selling on Zurno Service is deemed fulfilled once they complete payment through our Service. However, we do not act as a trustee or fiduciary on behalf of either party and do not accept deposits. We work with various third parties, including financial institutions, processors, and affiliated entities (collectively, “Processors”), to execute transactions and provide the Service. Some of these functions, including compliance with anti-money laundering laws, IT services, and internal audits, may be outsourced to Processors or their subcontractors. These entities may operate in various jurisdictions, including but not limited to, the European Economic Area, the United Kingdom, India, Costa Rica, China, Japan, the Philippines, and the United States. You acknowledge and consent to these Processors and their subcontractors having access to personal and business-related information necessary for the provision of our Service, which may include bank account details and beneficial ownership data.

For processing transactions, we or our Processors may initiate debits or credits from your Account balance, registered payment card, or linked bank account (“Bank Account”). However, as outlined in Section 3.1, we do not guarantee payments made by or on behalf of any buyer.

1.3 Verification

To use the Service, we may require you to submit additional information to confirm your identity and/or that of your business before granting you access to receive or transfer funds from your Account. This verification process is a necessary condition for using our Service. To validate the information you provide, we reserve the right to conduct inquiries—either directly or through third-party services—that may include, but are not limited to, reviewing commercial databases and credit reports. By using our Service, you expressly authorize us to obtain one or more of your credit reports at any time, whether to establish, update, or renew your Account or in connection with a dispute related to this Agreement and your Account activity.

Although we may implement measures to verify the identities of users, we do not guarantee the authenticity of any individual or business using the Service. Furthermore, we do not assume responsibility for verifying the identity of other users who engage with you through the Service.

1.4 Your Credentials

To access and use the Service, the Sites, and Seller Central, you will need to log in using your email address and a password of your choosing. These Credentials will also serve as the primary means for us to communicate with you, as outlined in Section 11.1. Additionally, you may be required to answer security questions or receive security keys or other access credentials to facilitate your use of the Service and authorize transactions. Collectively, these constitute your “Credentials.”

You bear full responsibility for safeguarding the secrecy and security of your Credentials. Sharing your Credentials with third parties is strictly discouraged, except when necessary for authorized third parties who are permitted to use your Account. Your Credentials will serve as the mechanism through which you initiate and approve transactions. Once you have given consent to a payment authorization or order, it becomes final, and you may not revoke or withdraw your consent. Payment authorizations or orders are considered received once you confirm the order within your Account or through Seller Central. However, if your payment authorization is submitted on a non-Business Day or outside the designated processing hours —before 8:00 AM CET or after 4:30 PM CET on a Business Day—it will be treated as received on the following Business Day. A “Business Day” refers to Monday through Friday, excluding public and bank holidays.

If you suspect that your Credentials have been compromised, you must immediately inform us via our Contact Us form so we can temporarily suspend your Account to prevent unauthorized activity. If you need to request the unblocking of your Account, you must also reach out through the Contact Us form. You will not be held financially liable for unauthorized use of your Account following your proper notification of compromised Credentials unless you have engaged in fraudulent activity.

1.5 Account Limits

Your ability to use the Service may be subject to various account limits, including, but not limited to, restrictions on transaction volumes or fund withdrawals. These limits are established based on multiple factors, such as our evaluation of potential risks associated with your Account, your location or that of your buyers, the accuracy and completeness of the registration information you provide, our ability to verify that information, and legal or regulatory requirements.

Regardless of any predefined account limits, we reserve the right to delay, suspend, or decline any transaction from a buyer, or to temporarily or permanently restrict access to an Account if we detect unauthorized activity, fraudulent behavior, suspicious transactions, or any other activity that deviates from typical transaction patterns. Our decision may also be influenced by our internal fraud prevention protocols designed to protect both you and the integrity of the Service.

1.6 Acceptable Use

You are required to comply with all applicable laws, regulations, and rules governing your use of the Service at all times. This includes, but is not limited to, adherence to our Acceptable Use Policy, which is available in Seller Central.

Furthermore, you are strictly prohibited from using the Service to operate as a payment service provider, intermediary, aggregator, or service bureau. You may not resell, facilitate, or process transactions on behalf of third parties, including but not limited to handling, transmitting, or processing funds for any entity other than yourself.

We reserve the right to review and inspect your Account for any reason, including but not limited to investigating potential violations of this Agreement or addressing complaints raised by third parties.

2. Receiving Payments

2.1 Acceptance of Funds

Your Account is intended solely for accepting payments from buyers who purchase products or services through the Selling on Zurno Service. You may not use your Account to send payments to any other person unless explicitly permitted by the Service.

Funds received in your Account represent payments from buyers for completed sales made through the Selling on Zurno Service. We will credit your Account with an amount equivalent to the total gross proceeds actually received from buyers' banks or card issuers, after deducting applicable fees, set-offs, or any outstanding amounts owed to us or our Affiliates under this Agreement (“Net Sale Proceeds”). This transfer will take place no later than the business day on which the gross proceeds are credited to our bank account.

Your Account does not accrue interest or generate any earnings on the funds held. Additionally, funds within your Account do not qualify as a deposit, meaning they are not covered by any deposit protection or guarantee schemes.

2.2 Accepted Payment Methods

Your Account can receive payments funded through payment methods that we accept, including credit cards, debit cards, and other payment instruments (“Cards”) that display the logo of supported payment networks, card associations, or financial institutions (collectively, the “Associations”). Additionally, we may accept invoice payments and direct debit transactions.

We reserve the right to add or remove accepted Cards or payment methods at any time without prior notice. Only Cards that receive authorization from the respective Association or card issuer will be processed. However, obtaining authorization does not guarantee that the transaction will be successfully collected, that the cardholder is actually authorized to use the Card, or that the transaction will not later be subject to a Chargeback (as described in Section 3).

2.3 Order Processing

In accordance with this Agreement, we will facilitate the processing of payments and refunds for transactions you submit through the Service. The timing of when payments and refunds are processed will be determined in compliance with applicable laws. As the seller of record, you bear full responsibility for all sales conducted through the Selling on Zurno Service. We reserve the right to withhold or decline processing any transaction if we suspect it to be fraudulent, unlawful, or otherwise in violation of this Agreement. Transactions that you properly initiate and authorize will generally be processed within one business day. However, we may refuse to execute a transaction if it fails to meet the conditions outlined in this Agreement or if legal restrictions prevent its completion.

If we decline to process a transaction, we will inform you—unless legally prohibited—within the legally allotted timeframe for processing. If applicable, we will also provide the reasons for our

refusal and any corrective measures you may take to address factual issues that led to the rejection. Any transaction that we refuse to process will be considered not received for the purposes of determining execution times and any associated liability for non-execution or errors in execution.

In cases where a transaction is not executed or is executed incorrectly, we will, upon request, make immediate efforts to trace it. We will notify you of the outcome of our investigation at no cost to you.

2.5 Refunds and Returns

2.5.1 Your Obligations

You are responsible for handling returns, issuing refunds, and making adjustments for your products or services in compliance with applicable laws, this Agreement, and the prevailing policies of Zurno Services Europe (ZSE), and your own policies at the time of the sale. You must also ensure that any applicable taxes associated with the refunded transaction are properly calculated and returned.

All refund and adjustment transactions must be processed through our system by accessing Seller Central using your Account. When a refund is initiated, we or our designated Affiliate will credit the appropriate buyer’s account, and you will be responsible for reimbursing us for the refunded amounts.

We are not obligated to accept returns of your products or services and assume no responsibility for managing returns on your behalf.

2.5.2 Card Refunds

When processing refunds for transactions made via Card, you must:

(a) Maintain a fair and transparent policy regarding returns, cancellations, and adjustments for Card sales.

(b) Clearly disclose your return or cancellation policy to buyers at the time of purchase. (c) Not issue cash refunds to buyers for purchases made using a Card.

(d) Not accept cash or any other form of compensation in exchange for processing a refund to a buyer for a Card transaction.

The refund or adjustment amount must not exceed the total amount indicated in the original sales data, except when refunding the exact amount required to reimburse the buyer for postage costs incurred in returning the merchandise. If you process an exchange where the value of the new merchandise differs from the returned item, you must first issue a refund for the full amount of the returned item and then process a new transaction for the replacement item.

If your refund policy prohibits returns or does not meet the buyer’s expectations, you may still be subject to a Chargeback for the sale.

2.6 Reserve

We may require you to maintain a minimum balance in your Account or establish a separate reserve account (the "Reserve") to ensure your fulfillment of payment obligations under this Agreement. The Reserve amount will be determined by us based on our assessment of risk related to providing the Service to you, which may include anticipated Chargebacks, credit risk,

or other financial exposure. Additionally, the Reserve may be set based on the requirements of our Processor.

The Reserve amount is subject to adjustment at any time, meaning we may increase, decrease, or remove it as we deem necessary. You agree that we may fund the Reserve by drawing from your Account balance, requesting direct funding from you, or withholding funds due to you under this Agreement.

Furthermore, you authorize us to withdraw or debit amounts from the Reserve at any time, without prior notice, to recover any sums you owe to us, our Affiliates, or other customers.

2.7 Disbursements

Subject to the restrictions outlined in this Agreement, we will automatically transfer the balance from your Account to your designated Bank Account thirty (30) days after the first business day following the completion of the corresponding transactions. Transfers will be conducted exclusively via direct deposit to your Bank Account.

In addition to these automatic disbursements, you may request a manual transfer of your available Account balance (excluding any amounts held in Reserve or otherwise restricted) once every 24 hours. However, except in cases where the transfer is made as part of closing or terminating your Account or this Agreement, disbursements to your Bank Account are subject to a minimum transfer amount of 1 EUR.

Beyond any standard account limits, we may impose further restrictions on transactions involving your Account or limit access to funds in such amounts and for such periods as we reasonably determine necessary to protect ourselves and other users under the following circumstances:

(a) If we face financial risk, including but not limited to pending Chargebacks. (b) If we suspect that you have violated any provision of this Agreement.

(d) If there is an active dispute concerning your Account or any transactions associated with it. (e) If we need to protect the integrity and security of our systems.

We may hold your Account balance for the duration of any ongoing investigation or dispute resolution process. Additionally, we may retain your funds as required by law, court order, or at the request of law enforcement or other governmental authorities.

2.8 Account History

We or our Affiliates will provide summaries of your Account activity through Seller Central. However, except as required by law, you are solely responsible for:

(a) Maintaining and storing permanent records of all transactions and other data related to your Account and use of the Service.

(b) Reconciling all payment activity, including incoming and outgoing transactions, to ensure accuracy.

If this Agreement is terminated for any reason, we and our Affiliates are under no obligation to store, retain, or provide you with any records, documentation, or access to information related to the Site, Seller Central, your Account, the Service, or any transactions you processed through the Service.

2.9 Unauthorized Transactions

2.9.1 General

Subject to the limitations outlined in this Agreement, if you notify us in a timely manner that an unauthorized or erroneous transaction has occurred in your Account, we will promptly refund the amount of the unauthorized payment. Additionally, where applicable, we will take necessary corrective actions to restore your Account to the condition it would have been in had the unauthorized or erroneous transaction not occurred.

To qualify for a refund, you must inform us without undue delay upon discovering any unauthorized or incorrectly processed transactions. In any case, notification must be provided no later than 13 months from the date of the transaction, unless we failed to make transaction-related information available to you in accordance with Section 2.8.

2.9.2 Your Responsibility

You are liable for all losses resulting from an unauthorized transaction in your Account if:

• You have acted fraudulently.

• You have intentionally or through gross negligence failed to comply with the terms of this Agreement when using your Account.

• You did not take adequate measures to protect your Credentials.

• You failed to notify us of the unauthorized transaction as required under Section 2.9.1. In such cases, you bear full responsibility for any resulting financial losses.

2.10 Dormant Accounts

If your Account remains inactive for at least two (2) years and six (6) months—meaning you have not logged in or conducted any transactions—and there is a remaining balance, we will notify you via email using the address on file. You will be given the option to: • Keep your Account open and maintain your balance.

• Request a disbursement of your balance (subject to the terms of this Agreement). • Convert your balance into a Zurno gift card.

If you fail to respond to our notification within thirty (30) days, we will automatically close your Account in accordance with Section 5.3 of this Agreement and convert your remaining balance into a Zurno gift card.

2.11 Customer Service

Depending on the services you have subscribed to with us, Zurno Services Europe (ZSE) or any of our Affiliates, the responsibility for handling customer service issues related to your products or services falls on you. This includes, but is not limited to:

• Pricing, promotions, and rebates.

• Product descriptions, availability, and technical support.

• Issuing VAT invoices where required.

• Product functionality and warranty claims.

• Order fulfillment, including shipping, handling, and delivery.

• Cancellations initiated by you or the buyer.

• Processing returns, refunds, and adjustments.

• Managing customer feedback related to your staff, policies, or operational procedures. When providing customer support, you must always represent yourself as an independent entity from us.

Conversely, we are solely responsible for customer service matters related to: • Payment processing.

• Card transactions.

• Fund debiting and crediting.

• Any issues covered under Section 3 of this Agreement.

3. Chargebacks

3.1 Your Responsibility

A transaction may be charged back or reversed to your Account (a "Chargeback") under the following circumstances:

(a) The buyer disputes the transaction.

(b) The transaction is reversed for any reason by a payment network (Association), our Processor, or a financial institution involved in the transaction (ours or the buyer’s). (c) The transaction was not authorized, or we have reason to believe it was unauthorized. (d) The transaction is alleged to be unlawful, suspicious, or in violation of this Agreement. We assume the risk of Card fraud—meaning fraudulent purchases resulting from the theft and unauthorized use of a third party’s Card information—when payments are made to you by

buyers through the Selling on Zurno Service. However, you bear all other risks of fraud or financial loss, except in cases where:

• The product is fulfilled using the Fulfillment by Zurno service.

• The product is shipped strictly in accordance with the order and shipping details provided by Zurno Services Europe (ZSE) or its Affiliates, and the estimated or promised shipment/ delivery date is met.

In any other scenario, you are responsible for the financial consequences of Chargebacks related to your sales.

3.2 Collection Rights

If a transaction results in a Chargeback, we may take the following actions to recover the associated amount:

• Withhold the Chargeback amount in the Reserve and deduct it, along with any related fees, fines, or penalties imposed by an Association, our Processor, or financial institutions, from:

◦ Your Account balance, including any Reserve.

◦ Any proceeds due to you.

◦ Your Bank Account or any other registered payment method.

Additionally, if we anticipate that a Chargeback may occur for any transaction submitted or authorized by you, we may temporarily withhold payments due to you until one of the following occurs:

(a) The Chargeback is officially assessed due to a buyer’s complaint, in which case we will retain the disputed funds.

(b) The legally allowed timeframe for the buyer to dispute the transaction expires. (c) We determine that a Chargeback will not occur.

If we are unable to recover the funds related to a Chargeback for which you are responsible, you must reimburse us in full immediately upon demand. Additionally, you agree to cover all costs and expenses—including attorneys’ fees and legal expenses—incurred by us in efforts to collect unpaid balances related to your Account.

In cases where:

(i) We choose not to recover a Chargeback from you.

(ii) A buyer fails to pay us for an invoiced amount within the agreed payment term. (iii) There is any other failed payment or reversal (a "Payment Failure").

We will assume the debt associated with the Payment Failure, and you irrevocably assign all rights, title, and interest in that debt to us. Upon request, you agree to provide any necessary information or execute any documents required for us to enforce our rights to recover the amount.

3.3 Excessive Chargebacks

If we determine that your Chargeback rate is excessive, we may impose additional controls or conditions on your Account, including but not limited to:

(a) Imposing additional processing fees to offset the risk associated with Chargebacks. (b) Requiring a Reserve in an amount that we reasonably determine necessary to cover anticipated Chargebacks and related costs.

(c) Restricting your ability to withdraw funds or send payments from your Account. (d) Suspending or terminating your access to the Service entirely.

These measures will be implemented at our discretion to mitigate risk and ensure compliance with this Agreement.

4. Payment Terms

4.1 Payments to Zurno Services and Other Affiliates

You irrevocably authorize us to make payments on your behalf to Zurno Services for any fees or other amounts owed in connection with your use of the Selling on Zurno Service, as outlined in the fee schedule provided by Zurno Services or any of our Affiliates. Additionally, you irrevocably authorize us to make payments to Zurno Services for any fees or other amounts related to your use of the Fulfillment by Zurno Service, in accordance with the applicable fee schedule provided by Zurno Services or its Affiliates. We reserve the right to change fees at any time, with immediate effect, unless otherwise restricted by applicable law.

4.2 Our Set-off Rights

To the fullest extent permitted by law, we may offset any amounts you owe us by deducting funds from:

• Your Account balance

• Any payment account balance reflecting amounts due to you from any of our Affiliates • Any Reserve or proceeds due to you

• Your Bank Account or other registered payment method

This set-off may be applied to cover:

(a) Any obligation you owe us under this Agreement.

(b) Any obligation you owe to Zurno Services, or any other Affiliate, where you have authorized payments from your Account to fulfill such obligations.

(c) Any tax, duty, or legally required payment that we or ZSE must pay as mandated by law or a binding legal order related to your use of the Selling on Zurno Service. (Collectively, these deductions are referred to as “Deductions”).

Deductions are applied at the time we process a transaction and are taken first from the transferred or collected funds, and then from your Account balance.

If the amount you owe exceeds your Account balance (or any balance in a payment account provided to you by one of our Affiliates), we may:

• Charge or debit a registered payment method or Bank Account in your Account. • Issue an invoice, requiring you to pay the full outstanding amount immediately upon receipt. If you fail to settle the outstanding Deductions, you will be responsible for all collection related costs, including but not limited to:

• Attorneys’ fees

• Court costs

• Collection agency fees

• Any applicable interest

To enforce these rights, you irrevocably authorize us to debit your Zurno Payments UK Limited Selling on Zurno payment account (if applicable) for any outstanding amounts owed under this Agreement.

4.3 Processing Errors

If a processing error occurs in any transaction, you authorize us to make the necessary corrections by initiating either a debit or credit entry to your Account or Bank Account, as applicable. Any such corrections will be carried out in compliance with applicable laws and regulations.

If we are unable to debit your selected Bank Account, you authorize us to:

• Resubmit the debit to any other Bank Account or registered payment instrument you have on file with us.

• If the error involves fees owed to Zurno Services or any other Affiliate, we may deduct the owed amount from your Account balance.

These adjustments ensure that all transactions are processed accurately and in alignment with the terms of this Agreement.

4.4 Taxes

You are solely responsible for determining, assessing, and managing any and all applicable taxes and duties, including but not limited to:

• Sales tax

• Use tax

• Transfer tax

• Value-added tax (VAT)

• Withholding tax

• Any other taxes or duties required by law in connection with:

◦ Your use of the Service, the Site, or Seller Central.

◦ The sale or purchase of any products or services.

◦ Any action, inaction, or omission by you or your Affiliates, employees, agents, contractors, or representatives (collectively referred to as “Taxes”).

You are also responsible for the collection, withholding, reporting, and remittance of the correct Taxes to the appropriate tax authority.

While we may offer tools or features to assist you in determining and applying taxes to your transactions, we and our Affiliates have no obligation to:

• Determine whether Taxes apply to your transactions.

• Calculate, collect, report, or remit Taxes to any tax authority.

Ultimately, compliance with tax laws and obligations rests entirely with you.

5. Term and Termination

5.1 Duration

This Agreement becomes effective on the date you successfully register an Account with us through Seller Central. It will remain in force indefinitely until it is terminated as outlined in Section 5.

5.2 Termination by You

Unless otherwise agreed in writing, you may terminate this Agreement at any time by contacting customer service and closing your Account. If you choose to discontinue your use of the Selling on Zurno Service, this will be considered a termination of this Agreement, and we will proceed with closing your Account.

Upon Account closure:

• Any pending transactions will be canceled.

• Any funds remaining in your Account—minus any outstanding amounts owed to us or our Affiliates, or any funds not yet available for disbursement under this Agreement—may be transferred to your Bank Account, provided all withdrawal-related authentication requirements are met. (For example, closing your Account cannot be used as a way to bypass disbursement restrictions.)

If an investigation is ongoing at the time of Account closure, we may hold your funds as outlined in Section 2.7. Should it be determined that you are entitled to some or all of the disputed funds, we will transfer the appropriate amount to your Bank Account accordingly.

5.3 Suspension or Termination by Us

Unless otherwise agreed in writing, we may terminate this Agreement and the Service at any time, for any reason, by providing two (2) months' prior written notice to you. Additionally, we reserve the right to suspend the Service and restrict access to your Account, including any funds held within it, under the following circumstances: (a) You have violated any terms of this Agreement.

(b) We determine that you pose an unacceptable risk to us.

(c) You have provided false, incomplete, inaccurate, or misleading information, including but not limited to registration details, or have engaged in fraudulent or illegal activities. (d) We have security concerns about your Account, including issues related to your Credentials.

(e) We suspect unauthorized or fraudulent use of your Account or any payment details associated with it.

If we suspend your Account, we will notify you—where possible—before the suspension or immediately thereafter, unless we determine that providing such information would compromise security measures or is prohibited by law.

Your Account or Credentials will be reactivated (or replaced, if necessary) once the reasons for suspension have been resolved. If you wish to request reactivation, you must contact us through Contact Us.

5.4 Effect of Termination

If this Agreement is terminated for any reason, the following consequences will apply: (a) You will still be responsible for paying all outstanding fees, charges, and other payment obligations incurred up to the date of termination in relation to the Service. (b) Any licenses or rights granted under this Agreement will immediately terminate for both parties.

(d) Your access to the Sites and Seller Central will be revoked.

In addition to any remaining payment obligations, specific sections of this Agreement will continue to apply even after termination, in accordance with their respective terms.

6. Privacy; User Information

6.1 Privacy

For details on how we handle personal data, please refer to our Privacy Notice. 6.2 Your Use

As part of your use of the Service, you agree not to request or require any user to provide Card details, bank account information, or any other payment-related data. During transactions, you may gain access to Personal Information, which includes but is not limited to:

• Buyer or recipient names

• Email addresses

• Mobile phone numbers

• Shipping addresses

• Other personally identifiable information of users (collectively referred to as "Personal Information")

You and your Affiliates must not, either directly or indirectly:

(a) Use Personal Information in a way that conflicts with your privacy policy or any applicable laws.

(b) Contact a buyer whose order has not yet been delivered for the purpose of collecting payment.

(c) Disparage us, our Affiliates, or any of our respective products or services. (d) Target communications (marketing, promotions, or otherwise) based on the fact that the recipient is a user of our Service or a customer of ours or our Affiliates. You may, however, use and disclose Personal Information as necessary to fulfill orders and provide customer service related to those transactions.

This Section does not prohibit you from using information that you have collected independently from the Service or information acquired without reference to Personal Information for any purpose—even if identical to Personal Information—as long as you do not target communications based on the fact that the recipient is a user of our Service or a customer of ours or our Affiliates.

7. License

7.1 Zurno Materials

During the term of this Agreement, you are permitted to use Zurno Materials solely for your internal purposes and only as necessary for your use of the Service.

"Zurno Materials" include any software, data, content, printed or electronic documentation, and other materials developed and provided by us or our Affiliates for download from the Site or Seller Central. However, Zurno Materials do not include:

• Any software, data, or materials made available under separate license terms. • Third-party-created software, including but not limited to open-source software such as those provided under an Apache 2.0 license.

You must not, and must not attempt to, directly or indirectly:

(a) Transfer, sublicense, loan, sell, assign, lease, rent, distribute, or grant any rights to any person or entity in the Service or Zurno Materials, nor act as a service bureau. (b) Remove, obscure, or alter any trademark, intellectual property notice, or proprietary rights contained within the Service or Zurno Materials.

(c) Modify, alter, tamper with, repair, or create derivative works of any software included in the Zurno Materials. However, this does not restrict you from creating derivatives of software explicitly made available on the Site under separate license terms that expressly permit modifications.

(d) Reverse engineer, disassemble, decompile, or apply any process to derive the source code of any software included in the Zurno Materials or provided as part of the Service. Any use of Zurno Materials outside of these terms is strictly prohibited.

7.2 Trademarks

You are not permitted to use "Zurno Payments" or any related designs, graphics, logos, page headers, button icons, scripts, or service names (collectively, "Trademarks") in connection with the Service.

You acknowledge that we and our Affiliates are the sole owners of these Trademarks. Any trademarks, service marks, or branding that are not owned by us but appear on the Site, Seller

Central, or in connection with the Service belong to their respective owners. These third-party trademarks may or may not be affiliated with, connected to, or sponsored by us. We and our Affiliates may use your name, logo, service name, or trademarks—as designated by you—only as necessary to provide the Service in accordance with our Policies. Additionally, we and our Affiliates may use your name or logo to identify you as a participating merchant.

7.3 Reservations

Beyond the limited use, access rights, and licenses explicitly granted in this Agreement, we and our Affiliates retain all rights, title, and interest—including all intellectual property and proprietary rights—to:

• The Service

• The Zurno Materials

• Our or our Affiliates' Trademarks

• Any technology, software, or intellectual property we provide, make available, or use to operate the Service, Site, Seller Central, and Zurno Materials

By entering into this Agreement, you do not gain any ownership interest or rights in the Service, Site, Seller Central, Zurno Materials, our Trademarks, or any related technology, software, or intellectual property—other than the limited access and usage rights expressly described herein.

7.4 Press Releases

You are not permitted to issue any press release or make any public statement related to the Service without our prior written approval. Additionally, except as expressly allowed in this Agreement, you may not use our name, trademarks, or logo—or those of any of our Affiliates —in any way, including in promotional materials, without obtaining our advance written permission.

Furthermore, you must not misrepresent or exaggerate the nature of your relationship with us in any way.

8. Representations and Warranties

You represent and warrant to us that:

(a) You meet the eligibility requirements to register for and use the Service and have the legal authority to enter into and fulfill your obligations under this Agreement, including granting the necessary rights, licenses, and authorizations.

(b) The name you provided during registration is your actual name or your business name, under which you sell products and services.

(c) Any sales transaction you submit represents a genuine and legitimate sale as described in the terms of the Selling on Zurno Service and your policies.

(d) You will use the Service solely for your own transactions and not on behalf of any third party.

(e) Every sales transaction you submit will accurately describe the products and/or services involved.

(f) You will fulfill all obligations to users for whom you submit transactions.

(g) Both you and your transactions will comply with all applicable laws, rules, and regulations, including tax laws and regulations relevant to your business. (h) You will accurately disclose your use of Personal Information and our Services in your privacy policy, ensuring compliance with all applicable laws.

(i) Except in the ordinary course of business, no sales transaction you submit through the Service will be for a sale to any principal, partner, proprietor, or owner of your business. (j) You will not use the Service—directly or indirectly—for any fraudulent activities or in a way that disrupts or interferes with the Service’s normal use.

(k) Neither you nor your financial institution(s) are subject to sanctions or listed as prohibited or restricted parties by any government authority. This includes, but is not limited to, lists maintained by:

• The United Nations Security Council

• The U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals (SDN) list, the Foreign Sanctions Evaders (FSE) list, and the U.S. Department of Commerce’s Entity List)

• The United Kingdom

• The European Union and its member states

• Any other applicable government authority

(l) You will not directly or indirectly export, re-export, transmit, or facilitate the export/re export of any commodities, software, or technology to any country, individual, corporation, organization, or entity subject to export restrictions or prohibitions. This includes those under sanctions or embargoes administered by:

• The United Nations

• The U.S. Departments of State, Treasury, or Commerce

• The United Kingdom

• The European Union

• Any other relevant governing body

By continuing to use the Service, you confirm that you comply with all of the above representations and warranties.

9. Limitation of Liability

Each party shall only be liable for damages that result from willful misconduct or gross negligence.

In instances of minor negligence, liability is strictly limited to:

(a) Harm to life, body, or health; or

(b) Predictable and typically occurring damages that arise from the breach of a fundamental contractual obligation.

10. Indemnity

You agree to indemnify, defend, and hold harmless us and our Affiliates, along with their respective employees, directors, agents, and representatives, from and against any and all third-party claims, costs, actions, suits, or demands, as well as any related losses, damages, liabilities, judgments, tax assessments, penalties, interest, and expenses (including but not limited to reasonable attorneys’ fees) (each, a “Claim”). This indemnification applies to any third-party claim, action, audit, investigation, inquiry, or proceeding arising from or relating to:

(a) Your failure to comply with applicable laws.

(b) Any actual or alleged infringement, misappropriation, or violation of third-party rights or applicable law resulting from your trademarks used in connection with the Service or your website or application that integrates the Service.

You will be responsible for covering all costs, damages, and legal expenses associated with such Claims.

11. General Provisions

11.1 Notices

This Agreement is written in English, and you agree that all communications between you and us will be conducted in English throughout the duration of this Agreement. When you visit the Site or send emails to us, you are communicating electronically. We will communicate with you through the Site, Seller Central, or the email address on file for your Account. By registering for the Service and accepting this Agreement, you consent to receive notices electronically from us.

We may provide all communications and information related to the Service and your Account (collectively, "Communications") in electronic format, including but not limited to: • Agreements related to the Service

• Amendments or modifications to agreements or Policies

• Legal disclosures and notices

• Transaction information and statements

• Responses to claims

• Other legally required customer communications

Communications may be posted on the Site or Seller Central or sent via email to the email address we have on file. All such Communications will be considered “in writing”, properly given, and received by you once posted or sent.

You are responsible for printing, storing, and maintaining your own records of these Communications, including copies of this Agreement. However, this does not affect your statutory rights, including your right to request a copy of this Agreement at any time. For inquiries related to the Service, you can contact us through the "Contact Us" link on the Site or Seller Central.

11.2 Modifications

We reserve the right to modify the terms of this Agreement, any Policy, or the features of the Service at any time.

• We will notify you of any updates to this Agreement or a Policy by posting it on our Site or Seller Central.

• Changes to Policies will take effect immediately upon the earlier of their posting to the Site or Seller Central or when otherwise communicated to you.

• Changes to this Agreement (excluding Policy updates) will take effect sixty (60) days after the earlier of:

◦ The posting of the updated Agreement on our Site or Seller Central.

◦ The date you receive our communication regarding the change.

If you do not agree to any changes to this Agreement, any Policy, or any feature of the Service, you may terminate this Agreement by contacting us via Contact Us and closing your Account.

You will be deemed to accept:

• Changes to Policies if you do not terminate this Agreement before the earlier of the date the updated Policy is posted or communicated to you.

• Changes to this Agreement (other than Policy updates) if you do not terminate this Agreement within 60 days of the earlier of the posting date or when it was communicated to you.

You are responsible for regularly reviewing and understanding the latest versions of this Agreement and our Policies.

11.3 Independent Contractors

This Agreement does not establish any form of joint venture, employment relationship, escrow arrangement, partnership, or fiduciary relationship between you and us or our Affiliates.

Additionally:

• Neither party shall be considered an agent or representative of the other under this Agreement.

• Neither party is authorized to create, assume, or accept any obligation or liability— whether express or implied—on behalf of the other.

• Without limiting the above, neither party may:

◦ Enter into contracts, agreements, or commitments in the name of the other. ◦ Make warranties or guarantees on behalf of the other.

◦ Incur any form of obligation or liability on behalf of the other party.

Each party remains an independent entity, and all actions taken under this Agreement must reflect that status.

11.4 Assignment

You may not assign or transfer any rights, obligations, or privileges under this Agreement without our prior written consent.

We, however, may assign or transfer any of our rights, obligations, or privileges under this Agreement to an Affiliate.

Subject to these conditions, this Agreement will be binding on and enforceable by each party’s successors and permitted assigns.

Any assignment or transfer made in violation of this section will be considered null and void.

11.5 No Waivers

To be valid and enforceable, any waiver of rights or obligations under this Agreement must be in writing (excluding email) and signed by the waiving party.

Failure or delay by either party to:

• Enforce any provision of this Agreement,

• Exercise any rights or remedies under this Agreement or otherwise, Does not constitute a waiver or forfeiture of that right, provision, or remedy in that instance or in any future instance.

All rights, provisions, and remedies shall remain in full force and effect unless expressly waived in compliance with this section.

11.6 Severability

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be fully effective and enforceable.

• If requested by us, the court shall interpret any invalid or unenforceable provision in a way that most closely aligns with the original intent and effect of the Agreement. • If such an interpretation is not possible, the invalid provision will be severed, and the rest of the Agreement will remain in full force and effect.

11.7 Governing Law; Venue

The Service, Site, and Seller Central are owned and operated by us and our Affiliates in the State of Florida, USA.

• This Agreement and all its terms and conditions are governed by the laws of the State of Florida, USA, without reference to conflicts of laws principles.

• Any dispute relating to your use of the Service or this Agreement shall be non-exclusively adjudicated in the courts of State of Florida, USA..

11.8 Out-of-Court Complaint Process

If you wish to file a complaint regarding the Service, you may do so by contacting us via Contact Us.

This regulatory authority is responsible for handling out-of-court complaints and facilitating amicable dispute resolutions related to the Service.

11.9 Entire Agreement

This Agreement—including all applicable Policies—constitutes the entire agreement between the parties concerning its subject matter. It supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings related to the subject matter of this Agreement.

Except as expressly provided in this Agreement:

• No modification or amendment shall be binding on us unless documented in a written agreement signed by us.