Payment Services Addendum

Updated June 2021

This Payment Services Addendum (this “Addendum”) is entered into by and between the entity (the “Payer”) that has accepted the Nexus Payables Terms and Conditions (the “Agreement”) and Nexus Systems, LLC (“Nexus”). This Addendum consists of the terms and conditions applicable to Payer’s use of the Payment Services. This Addendum is subject to the NexusConnect Terms of Service for Clients (the “Terms of Service”), and the Terms of Service are hereby incorporated by reference. The terms of this Addendum shall control to the extent of any conflict between the Agreement or the Order Form and this Addendum.

This Addendum is effective as of the date set forth in Nexus’s signature of the Order Form. Nexus and Payer may be referred to in the Program Documents individually as a “Party” or, collectively, as the “Parties.” Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Agreement. The Payment Services constitute part of the “Application” and are “Services” as defined under the Agreement.

1. General.

1.1 Payer’s Subscription to the Nexus Services. Payer acknowledges that it must have a paid subscription to NexusPayables, including NexusConnect, to use the Payment Services contemplated under this Addendum, and Payer represents and warrants that it has such a subscription. Payer agrees to notify Nexus immediately if any of the representations or warranties made in this Addendum ceases to be accurate at any time during the Term of this Addendum.

1.2 Authorized Jurisdiction. The Payments Services may be operated and used only in the United States, unless otherwise authorized from time to time by Nexus.

1.3 Use of Payments Services for Payment Obligations; Use as an Agent. The Payments Services enable Payers to make payments to designated Payees, as defined by this Addendum. Nexus processes such payments as an agent of the Payee and does not provide any payments or funds transfer services to the Payer. Payer may only use the Payments Services to make commercial payments that relate to Payer’s own rights or obligations or where Payer is an authorized agent or third-party property manager, and Payer may not submit Payment Instructions to satisfy the obligations of any third party unless so authorized. Payer acknowledges and agrees that: (a) Nexus has no obligation to inquire into whether Payer is properly authorized as an agent, (b) neither Nexus nor Bank, as defined below, owe Payer any duties of oversight or duty to inquire with respect to payment information received from Payer regarding payments to or therefrom Payer’s accounts and (c) Payer shall be solely liable for any damages or claims from any third party, including any principal or owner of the settlement account, for any use of the Payment Services by Payer.

1.4 Enrollment Information; Designation of Payer Account. Payer agrees to fully and accurately complete any enrollment forms separately provided by Nexus and to submit such completed Enrollment Information as directed by Nexus. Payer represents and warrants that the Enrollment Information submitted to Nexus or its designee by Payer sets forth accurate and complete information about the Payer. Without limiting Nexus’s liability limitations under the Agreement, Payer shall exclusively bear all liability to the extent that such liability arises due to inaccurate or incomplete information provided by Payer in its Enrollment Information. Payer agrees to use the procedures specified in the Program Documents to promptly notify Nexus of any changes to the Enrollment Information and to provide Nexus with such other information as Nexus may reasonably request from time to time in connection with Payer’s use of the Payment Services.

1.5 Authorized Agents and Representatives. Payer will include a list of Payer’s Authorized Representatives in the Enrollment Information. Payer authorizes Nexus to deal with, including to accept Payment Instructions and/or changes to Enrollment Information from Payer’s designated Agents or Authorized Representatives as if they were Payer and agree that any action taken by Nexus with respect to any Agent or Authorized Representative shall be deemed action taken by Nexus with respect to Payer. Payer acknowledges that Payer is responsible for the acts and omissions of Payer’s Agents and Authorized Representatives, and Payer agrees to ensure that any Agent or Authorized Representative complies with the Program Documents. Without limiting Nexus’s liability limitations under the Agreement, Payer shall exclusively bear all liability to the extent that such liability arises due to the acts or omissions of a Payer Authorized Representative. Payer shall notify Nexus, in writing and at least fifteen (15) business days in advance, of any proposed changes to Payer’s Authorized Representatives and/or other Enrollment Information, including Settlement Account and/or Funding Account information.

2. Rights and Obligations of Payer.

2.1 Payer Submission of Payment Instructions. Payer or Payer’s Agent shall submit complete Payment Instructions to Nexus or its Agent in accordance with the Program Documents. Payer acknowledges and agrees that submission of a Payment Instruction to Nexus constitutes Payer’s irrevocable request to Nexus to execute such Payment Instruction and initiate Settlement on behalf of the Payee in the amount indicated in such Payment Instruction to the Payee designated in the Payment Instruction. Payer acknowledges that Payment Instructions are not reversible and that, upon funding of Settlement in accordance with Section 2.3, the constructive or actual receipt of funds by Nexus as agent of the Payee is deemed the receipt of funds by the Payee. Payer acknowledges and agrees that it may only select methods of payment on any Payment Instruction that are supported by the applicable Payee, and it is ultimately the Payee’s decision as to which method of payment may be utilized for the applicable transaction. Any Payment Instructions issued in Payer’s name and accepted by Nexus shall be effective as the Payment Instructions of Payer, and Payer agrees to be bound by any such Payment Instructions, whether or not authorized. In the event of an unauthorized Payment Instruction, Payer agrees to cooperate with Nexus and to provide such information as Nexus may reasonably request in connection with any discretionary investigation of such unauthorized Payment Instructions undertaken by Nexus as a courtesy to Payer.

2.2 Effect on Invoices and Agreements with Payers. Payer acknowledges that Payer’s use of certain payment types in connection with the Payment Services may have the effect of altering or amending the agreement between Payer and the applicable Payee, including with respect to the payment terms for the applicable invoice. Payer hereby agrees that, notwithstanding the foregoing, Nexus is not a party to any agreement between Payee and any Payer and shall in no way be responsible for, or required to resolve, any dispute between Payee and any Payer.

2.3 Funding of Settlement for Payment Instructions. For each Payment Instruction submitted by Payer, Payer shall ensure that the Settlement Account has sufficient funds to fund Settlement for the full amount of each Payment Instruction and Payer shall not otherwise block or prevent execution of the Payment Instructions. Payer shall not submit a Payment Instruction that will cause Payer to exceed the available funds in Payer’s Settlement Account at the time such Payment Instruction is submitted to Nexus (after accounting for the principal amount of the commercial payment, together with any applicable Fees). Neither Nexus nor any Payment Provider shall be obligated to provide the Payment Services or otherwise process a payment on behalf of the Payee until Payer has irrevocably provided good funds in the full amount of such Payment Instruction, plus any applicable Fees, in the Settlement Account.

2.4 Fraud Reporting. Payer shall report fraudulent Payment Instructions and/or Settlements to Nexus via e-mail fraud@nexussystems.com as soon as possible but not later than twenty-four (24) hours following Payer’s discovery of such fraud.

2.5 Security Procedures. Payer is solely responsible for the authenticity and accuracy of Payment Instructions submitted to Nexus or its Agents by Payer or its Agents or Authorized Representatives. Payer shall ensure that only Authorized Representatives and authorized Agents of Payer are permitted to submit Payment Instructions. Payer is solely responsible for implementing security procedures designed to prevent any unauthorized access to the Payment Services through Payer’s systems. Payer represents and warrants that it has reviewed the Program Documents concerning Nexus’s provision of the Payment Services and that Nexus’s procedures are a commercially reasonable method of (a) processing Payment Instructions, (b) limiting Nexus’s access to the Settlement Account, and (c) confirming the validity of proposed changes to the Enrollment Information.

2.6 Payment Providers and Payees. Nexus receives Payment Instructions from Payer and transmits such Payment Instructions to Payment Providers to facilitate, on behalf of Payees, receipt of funds for payments from Payer. Payer acknowledges and agrees that the Settlement Amount funds may be commingled with other funds maintained by a Payment Provider prior to settlement to Payee. Payer acknowledges and agrees that Nexus shall have no liability with respect to the acts or omissions of Payment Providers and Payees. Nexus is not engaged in the business of funds transmission, funds settlement, card authorization, or other financial services on behalf of Payers.

2.7 Applicable Law. Payer shall comply with Applicable Law and the Program Documents. Nexus may be required to obtain information regarding Payer, Payer’s affiliates, and/or other Persons under Payer’s control that are involved in the operation of the Payment Services. Payer shall promptly provide all such information that is reasonably requested by Nexus to ensure compliance with Applicable Law. Nexus reserves the right to refuse to provide the Payments Services to any Payer, any Payee, or any other payer if such Person is a sanctioned Person and/or if such action would cause its noncompliance with Applicable Law. Without limiting the foregoing, Payer shall comply with all U.S. economic sanctions laws, regulations, and orders administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Payer’s compliance process shall be commensurate with the risks for violations of these laws, regulations, and orders posed by Payer’s customers, products, services, and geographic locations. Payer shall promptly inform Nexus of any enforcement actions or penalties issued against Payer and/or any failure to comply with any Applicable Law in relevant to its use of the Payment Services.

2.8 Cooperation on Investigations of Suspected Illegal or Suspicious Activity. Payer shall cooperate, to the extent permitted by Applicable Law, with Nexus in the investigation of any suspected money laundering, terrorist financing, fraud, or other suspicious activity. Payer shall acknowledge its inquiry within five (5) days from the date of its request, and a satisfactory response to the inquiry shall be provided within fifteen (15) days of the date of its request unless an extension is granted by Nexus. Nexus may assess noncompliance fees and/or exercise its right to terminate this Addendum immediately if Payer does not respond to its inquiries within the timeframes set forth above.

2.9 Data Security. Payer shall implement and maintain data security procedures and processes that comply with industry standards applicable to payments, including PCI-DSS (as applicable), data encryption, network firewall protection, intrusion detection systems, up-to-date anti-virus software, and monitoring of remote user access, user authentication, and physical access, in each case, that are designed to limit unauthorized access to the creation, maintenance and transmission of Payment Instructions, and that permit access to the creation of and changes to Enrollment Information.

2.10 Virtual Card Rebates. Payer shall be eligible to receive rebates with respect to each qualified Virtual Card payment (i.e., some Virtual Card payments are not eligible for rebates) processed by Nexus on behalf of a Payee to facilitate acceptance of payment from Payer in accordance with the schedule set forth on the Order Form, provided that Nexus may change the applicable schedule of rebates from time to time upon notice to Payer.

2.11 Images and License for Check Production Service. Payer agrees to provide Nexus with the information and materials Nexus requests in connection with Payer’s use of the Check Production Service, including: (a) an image of a logo designated by Payer, in the file format requested by Nexus, to be printed on Payer’s Checks, and (b) an image of the signature of Payer’s Authorized Representative, in the file format requested by Nexus, to be printed on Payer’s Checks. Payer acknowledges that Nexus may request additional information and materials from time to time to enable Nexus to fulfil its obligations to Payer in connection with the Check Production Service, and Payer agree to provide such information and materials promptly upon its request. Nexus agrees to use commercially reasonable security controls to protect the image of the signature to be printed on Payer’s Checks and to require any Check Production Service to implement similar controls. Payer hereby grants to Nexus and its Affiliates a limited, non-exclusive, sublicenseable, assignable, transferable, royalty-free, fully paid worldwide right and license to use the materials, including any trademarks and service marks, provided to Nexus. Payer agrees that Nexus may sublicense any materials, including any trademarks and service marks, provided by Payer in connection with the Check Production Service to its Affiliate or any Payment Provider in connection with the Check Production Service. For clarity, Nexus does not provide the Check Production Service as the payments agent of Payee and Nexus is not responsible for acts or omissions of Payment Providers and Payees with respect to the Check Production Service. The Check Production Service involves only a check drawn on Payer’s bank account and is an obligation of Payer’s bank and not Nexus.

2.12 Platform Fees. Payer shall pay to or settle with Nexus for the Fees associated with the use of the Nexus services described herein as set forth in the fee schedules on the Order Form that are payable by Payer in connection with the Payment Services. All payments to be made by Payer to Nexus under the Program Documents shall be made without set-off, compensation, deduction, or counterclaim and without deduction for any taxes, levies, duties, fees, deductions, withholdings, restrictions, or conditions of any nature whatsoever. Without limiting Nexus’s rights, for any Fees unpaid after invoiced to Payer, Nexus may offset against any other amounts payable to Payer, including but not limited to rebates payable to Payer.

2.13 Representations, Warranties and Covenants. Throughout the Term:

2.13.1 Existence. Payer represents and warrants throughout the Term that it is duly organized, validly existing and in good standing in its jurisdiction of formation.

2.13.2 Consents. Payer represents and warrants throughout the Term that it has obtained all material licenses, consents or permissions needed from any applicable governing authority or other Person to (a) participate as a Payer in the Payment Services and (ii) perform its duties in connection with this Addendum.

2.13.3 Accuracy of Information. Payer represents, warrants, and covenants that the information Payer has provided to Nexus in connection with Payer’s participation in the Payment Services is complete and accurate. Further, Payer agrees that all information Payer will provide to Nexus in connection with Payer’s participation in the Payment Services, including in any Order Form or Payment Instruction, is complete and accurate, and that Nexus may rely on the completeness and accuracy of such information provided by Payer.

2.13.4 Payments. Payer represents, warrants, and covenants that Payer’s use of the Payments Services is for commercial business purposes only and represents payments for goods or services consumed by Payer from Payee in compliance with Applicable Law.

3. Nexus Rights and Obligations.

3.1 Nexus Processing of Payment Instructions. Nexus shall provide the Payment Services, subject to and in accordance with the Program Documents. Nexus shall use commercially reasonable efforts to execute Payment Instructions received by Nexus in accordance with the Program Documents and may reject any Payment Instruction that does not comply with the requirements of the Program Documents; provided, that Nexus shall not be obligated to examine any Payment Instruction for errors or for authenticity, including for the authority of Payer’s Agent to submit such Payment Instruction. Nexus reserves the right to suspend the Payment Services and/or to reverse the execution of Payment Instructions in its sole discretion.

3.2 No Extension of Credit. Neither Nexus nor any Payment Provider is required to extend credit or make any credit accommodation for Payer in connection with the Payment Services.

3.3 Permission to Use Information. Nexus shall have the right to use any information provided by Payer or any of its Agents, Authorized Representatives, officers, employees, directors, or service providers in connection with Payer’s participation in the Payment Services. Nexus shall have the right to share any such information with its own or Payer’s Agents, Authorized Representatives, officers, employees, directors, or service providers, as well as with Payees using the Payments Services, that have a reason to receive or know such information in connection with Nexus’s provision of, or Payer’s participation in, the Payment Services. Payer shall obtain any necessary or appropriate consents from its Agents, Authorized Representatives, officers, employees, directors, or service providers sufficient to ensure that Nexus may exercise its rights under this Section 3.3.

3.4 Use of Payment Providers. Nexus may use any Payment Provider and any means of transmission, funds transfer system, clearinghouse, or intermediary bank that Nexus determines so long as such action is consistent with the payment method specified in the Payment Instructions.

3.5 Compliance with Applicable Law. Nexus shall comply with Applicable Law and the PCI-DSS in connection with Virtual Card payments.

4. Settlement.

4.1 Designation of Settlement Accounts. Payer shall designate one or more commercial deposit account(s) at a financial institution located in the United States to serve as Payer’s Settlement Account(s). Payer may not designate a consumer account as the Settlement Account.

4.2 Permission for Payment Providers to Access Settlement Account. Payer authorizes Nexus and its Agents and Payment Providers to credit and debit the Settlement Account on behalf of the applicable Payee for Payment Instructions Nexus receives, and for past due Fees, pursuant to the Program Documents, and in accordance with the rules and procedures of the applicable clearinghouse association and/or other payment system and the Settlement institution. This authority will remain in effect until the later of a) five (5) business days after Nexus receives written notice of Payer’s cancellation of such authorization or b) after all in process Payment Instructions are fully funded and all Fees paid to Nexus.

4.3 Ownership of Settlement Account. Payer represents, warrants, and covenants (a) that Payer owns the Settlement Account used to fund Settlement or is authorized by the Settlement Account owner to access and debit the Settlement Account; (b) that Payer has the right to use the funds in the Settlement Account to fund Settlement; and (c) that, except for a deposit account control agreement or lien established by a lender against the Settlement Account, the Settlement Account will not be subject to any lien, security interest, control agreement, or other limitation or restriction that may prevent a Payment Provider from accessing the funds in the Settlement Account.

4.4 Changes to Settlement Account Information. To ensure prompt Settlement of funds, Payer shall use the procedures specified to notify Nexus, in writing and at least fifteen (15) business days in advance, of any changes to Payer’s Settlement Account information. Such changes must be communicated to Nexus by Payer, Payer’s Agents and/or Payer’s Authorized Representatives, and Payer agree that Nexus may rely on information in its records regarding Payer’s designated Authorized Representatives. Nexus will not be responsible for debits or credits to an incorrect bank account due to Payer’s failure to notify Nexus or due to any errors in the information provided to Nexus.

4.5 Settlement Adjustments. Nexus may process adjustments to Payer with respect to Payment Instructions and/or Settlement Amounts that have been improperly processed, including due to any error by Nexus, its Agent, Payer, or a Payee.

4.6 Suspension of Settlement. Nexus may, in its discretion, withhold or suspend processing of Payment Instructions, without prior notice, as required by Applicable Law and/or in order to exercise its rights under the Program Documents.

4.7 No Defenses to Payment. Payer agrees that Payer shall fully, completely, and timely satisfy Payer’s payment obligations in accordance with the Program Documents, without offset or deduction and without asserting any defense to payment (including any defenses Payer may have at law, in equity, or otherwise against a Payee or Nexus).

4.8 Disclaimer of Nexus Responsibility for Funding Settlement. Nexus is not liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties, including Payment Providers or Payees. If Payer’s financial institution, any other payment system operator, or Payer’s Agents return clearinghouse or other Settlement items for any reason, including for insufficient funds, a closed account, or an invalid account number, Payer agrees to pay the outstanding amounts Payer owes with respect to Payment Instructions and the processing of Settlement, including any Fees Nexus may assess for the returned clearinghouse or other Settlement items, and Payer agrees to immediately transmit such amounts by wire transfer to Nexus upon demand. Nexus may offset any amounts payable by Payer, including but not limited to refunds of payment transactions, with respect to Payment Instructions and the processing of Settlement for a particular Payee from amounts payable by Payer to another Payee.

5. Term and Termination.

5.1 Term. Unless terminated earlier pursuant to the Program Documents, Payer’s participation in the Payment Services will remain in effect until the earlier of (a) the expiration or termination of the Payment Services in accordance with the Program Documents or (b) the expiration or termination of this Addendum.

5.2 Triggering Event. Nexus may terminate this Addendum and the Agreement immediately following the occurrence of a Triggering Event.

5.3 Termination upon Third Party Claim. Either Party may, upon thirty (30) days’ written notice to the other Party, terminate Payer’s participation in the Payment Services, in the event that a third party asserts claims arising out of, or directly related to, the Payment Services and such claims, in either Party’s reasonable judgment, would present material adverse economic or legal exposure to such Party and would materially impact the economic feasibility of the Payment Services; provided, however, any written notice to terminate a Payment Services pursuant to this Section 4.2 must be accompanied by a detailed written explanation of such claims.

5.4 Mutual Termination Rights. Either Party may terminate this Addendum at any time during the Term:

5.4.1 Immediately upon written notice in the event of a breach, or series of breaches, by the other Party under the Program Documents and such breach or breaches are material individually or in the aggregate; provided, however, that such termination shall be automatically rescinded if such breach or breaches are capable of cure and the other Party cures such breach or breaches within thirty (30) days of receiving written notice from the other Party of such alleged breach; or

5.4.2 Immediately upon written notice in the event that the other Party is the subject of any bankruptcy, conservatorship, receivership, wind down, dissolution, liquidation or reorganization proceedings and such proceedings are not dismissed within thirty (30) days.

5.4.3 Immediately following ten (10) days’ notice in the event that (a) any material change in any Applicable Law, any material change in the interpretation of any Applicable Law, or any regulatory or audit inquiry or decision makes continued performance by either Party under this Addendum illegal or otherwise causes a substantial risk of noncompliance with a Party’s obligations hereunder; or (b) the acts or omissions by one Party causes the other Party to risk noncompliance with any Applicable Law, and the Parties, using their reasonable best efforts, are unable to agree upon modifications to this Payment Services Addendum or the affected Program Documents to avoid such illegality or risk of noncompliance.

5.5 Effect of Termination or Expiration. Each Party will continue to be responsible for any obligations incurred in connection with the Program Documents prior to any expiration or termination of the Payment Services or this Addendum, including, but not limited to, the obligation to pay any amounts that accrued prior to termination or expiration of the Payment Services or this Addendum that remain owed to the other Party after such termination or expiration. Nexus shall use reasonable efforts to require Payment Providers to execute upon Payment Instructions accepted by Nexus prior to the effectiveness of any termination of the Payment Services or this Addendum.

6. Financial Information; Security for Payment Obligations.

6.1 Payer’s Financial Information. If Payer is a privately held entity, Payer shall, if requested by Nexus, provide Nexus with information, including audited annual financial statements, concerning Payer’s financial condition, general solvency, and ability to perform Payer’s obligations under the Program Documents within ninety (90) calendar days after the close of each fiscal year and/or upon its request, unless otherwise specified in the Program Documents. Payer also shall provide additional information, including unaudited quarterly financial statements, concerning Payer’s financial condition, general solvency, and ability to perform Payer’s obligations under the Program Documents within forty-five (45) calendar days of its request.

6.2 Certain Notices. Payer agrees to immediately send Nexus written notice, via overnight courier, if Payer become insolvent or discontinues Payer’s business or if Payer or any of Payer’s creditors file a petition for bankruptcy where Payer are the debtor in the bankruptcy case.

6.3 Additional Assurances. Upon the occurrence of a Triggering Event, Nexus may require Payer to provide and maintain security to assure payment of any unpaid amounts. Nexus shall determine the amount and type of security required and, if requested by Nexus, Payer shall promptly execute all documents required to establish a lien for Payer’s payment obligations. Nexus may, without notice to Payer, withdraw funds from such security and/or funds held by Nexus for the purpose of providing or funding Payer’s security for payment obligations.

6.4 Amount of Security. Payer shall provide and maintain security in an amount calculated as the sum of the following amounts based on Payer’s activity during the preceding twelve (12) months or such shorter period as this Addendum has been in effect: (a) Outstanding amounts payable by Payer in connection with Payment Instructions and the processing of Settlement; plus (b) Nexus’s projection of amounts to be payable by Payer.

6.5 Sponsored Account. Nexus may request to a non-fiduciary bank custodian (“Bank”) to open and maintain an internal deposit account in Bank’s name, for funds paid by Payer and held for the benefit of Payee (“Sponsored Account”) in accordance with separate terms. Bank requires Nexus to require Payer to make the following acknowledgements and covenants:

6.5.1 Payer acknowledges and agrees that Bank is not a fiduciary or agent of Payer, without regard to whether the Sponsored Account records contain a statement that its balance is “for benefit of” Payer or that the Sponsored Account is a “custodial” account.

6.5.2 Payer hereby authorizes Nexus to process Payment Instructions with respect to the funds in such Sponsored Account.

6.5.3 Payer acknowledges and agrees that such Bank is the sole legal owner of the Sponsored Account and all funds therein, and Payer is not the legal owner of, nor has any legal, equitable or other beneficial entitlement, interest, or other claim to the Sponsored Account or any portion of the funds therein, and will not earn any economic benefit from such funds in the Sponsored Account.

6.5.4 Payer does not have, waives and relinquishes any control over the Sponsored Account and related funds.

6.5.5 Payer is not a signatory on the Sponsored Account and shall not and cannot access the Sponsored Account or any related funds (notwithstanding the fact that the Bank may distribute funds from the Sponsored Account to Payer, Nexus or third parties on behalf of Payer, based on payment information provided to the Bank by Nexus).

6.5.6 Payer acknowledges all amounts deposited into the Sponsored Account relate to a transaction from services provided by Nexus to Payee with the intent that such amounts will be paid out of the Sponsored Account to the designated Payee in connection with such transaction.

6.6 Reserve Account. If required to provide funds in reserve as security, Payer shall fund the Reserve Account immediately upon written notice using one or more of the following means and Payer shall grant Nexus a first perfected security interest and control of such funds: (a) Nexus’s withholding of Settlement Amounts, and the deposit of such amounts into the Reserve Account; (b) Nexus’s withdrawal of funds from Payer’s Settlement Account and the deposit of such funds into the Reserve Account; or (c) Payer’s deposit of funds into the Reserve Account by wire transfer, check, or ACH deposit. Payer agrees that Nexus is not obligated to pay interest to Payer on funds held by Nexus as security. Payer shall maintain any security until (x) final Settlement of the last Payment Instruction Payer submitted to Nexus following termination of Payer’s Payment Services Addendum, or (y) ninety (90) days after its confirmation that Payer has cured all Triggering Events.

6.7 Triggering Events. Each of the following constitutes a Triggering Event: (a) the giving of notice by Payer or Nexus of intent to terminate this Addendum; (b) there is any material adverse change in Payer’s financial condition as determined by Nexus in its sole discretion; (c) Payer fails to comply with any of the material terms and conditions of the Program Documents; (d) Payer attempts to assign or delegate Payer’s rights or obligations under the Program Documents in violation of such Program Documents; (e) Payer is the subject of any governmental investigation or action relating to Payer’s business; (f) in connection with a Payment Instruction or Settlement, Payer (i) provides false, inaccurate, or misleading information; (ii) engages in fraud; (iii) violates any Applicable Law; or (iv) sends communications that contain any viruses, worms, time bombs or other harmful or damaging computer code or programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information of any person.

7. Other Provisions.

7.1 Ratification of Addendum. Payer acknowledges that, with each Payment Instruction or Settlement sent or received after the effective date of an update to this Addendum, each such occurrence shall constitute Payer’s ratification of, and consent to, the then-current version of this Addendum or the Agreement.

7.2 Disclaimer of Warranties. Without limiting any disclaimer under the Agreement, Nexus make no warranty, express or implied, or will be liable with respect to (a) the availability or timeliness of the Payments Services; (b) the availability of the systems, links, lines, and/or services provided by third parties in connection with the Payments Services; (c) the content or accuracy of any Payment Instruction issued by a Payer; or (d) the acts or omissions of third parties, including Payment Providers, in connection with the ACH Services, the Check Production Service, or the Virtual Card Services.

7.3 No Other Rights or Obligations. Payer’s rights and its obligations in connection with the Payment Services are solely as set forth in the Program Documents, and Nexus is not bound by, and Payer may not enforce against Nexus, any rules, regulations, or agreements, except as otherwise explicitly provided in the Program Documents. Nexus shall not perform collection activities or collect any debts owed by any Party or Person, including any Payee, to another Party; provided, however, that the foregoing shall not limit or restrict its ability to pursue collection of amounts owed to Nexus.

7.4 Books and Records; Examination of Payer Performance. During the Term, each of Nexus and Payer agree to maintain books and records, including financial records, relating to its provision and Payer’s receipt of the Payments Services and the performance of Payer’s and its obligations under the Program Documents. Subject to the confidentiality terms herein and upon written notice, Nexus and Payer agree to make such books and records available for audit review. Upon its request, Payer agrees to provide written attestation of Payer’s compliance with the Program Documents on an annual basis.

7.5 Regulatory Audits. Each of Payer and Nexus, as applicable, will promptly make available to a governmental or regulatory body, or to the other Party’s independent auditors, any and all information relating to its compliance with Applicable Law upon written request made by, or on behalf of, a governmental or regulatory body.

7.6 Limitation of Liability. Notwithstanding anything to the contrary in the Agreement, Payer’s liability in connection with the Payment Services shall not be limited.

7.7 Indemnification. In addition to Payer’s obligations under the Agreement, Payer, on behalf of itself, Payer’s officers, directors, employees and each of Payer’s Agents (collectively, the “Payer Indemnifying Party”) shall indemnify and hold Nexus, its officers, directors, employees, and Agents (collectively, the “Nexus Indemnified Party”) harmless from and against any and all third-party claims, actions, demands, losses, costs, expenses, fines, penalties, liabilities and other amounts, including legal fees, costs, and expenses in connection with litigation and appeals, that are imposed upon, incurred by, or asserted against Nexus relating to (a) the terms of any agreement or understanding or dispute between Payee and any Payer, (b) any Payer Indemnifying Party’s use of the Payment Services, or (c) infringement of a third party’s intellectual property used by a Payer Indemnifying Party.

7.8 Taxes. Payer is solely responsible for remitting to any federal, state, or local tax authority with jurisdiction over Payer or Payer’s participation in the Payment Services (in each case, a “Tax Authority”) any applicable taxes and duties payable by Payer or Nexus based on payments processed from Payer by Nexus on behalf of a Payee pursuant to the Program Documents, excluding taxes based upon net income payable by Nexus. Payer is solely liable for any fees, charges, fines, or assessments attributable to or levied against Nexus without offset or deduction (including any offset or deduction for taxes). Payer shall indemnify and hold Nexus harmless from and against any and all tax liabilities paid, payable, or incurred by Nexus, including penalties and interest, costs, and expenses, to any Tax Authority relating in any way to the taxes and/or tax treatment of payments made under the Program Documents. Payer acknowledges and agree that Nexus may withhold taxes from any payments made by Nexus to Payer if Nexus determine that such tax withholding is required by applicable law. If Payer is not a United States Person (as determined under applicable United States federal income tax principles), Payer agrees that Payer shall complete any applicable tax forms as requested by Nexus.

7.9 7.9 Relationship. The Parties intend to create an independent contractor relationship, and nothing contained in this Addendum will be construed to make either Nexus or Payer a partner, joint venturer, principal, agent, or employee of the other. Except as otherwise expressly provided herein, neither party will have any right, power, or authority, express or implied, to assume or create any obligation of any kind on behalf of the other party, to make any representation or warranty on behalf of the other Party, or to bind the other Party in any respect whatsoever.

8. Definitions.

As used in this Addendum, the following capitalized terms shall have the following meanings (which in the case of capitalized terms used in such definitions shall incorporate the defined meanings of such capitalized terms). All other terms used herein and not otherwise defined shall have the meanings commonly ascribed thereto in general business practice. To the extent that any capitalized term is not defined herein, it shall have the meaning ascribed to it within Agreement.

ACH Services: Any of the Settlement payment options that are effectuated via ACH, specifically including Standard ACH, EFT Early, DD EFT, and CPX Direct.

Agent: Any Person authorized by a Party to perform its obligations or exercise its rights under this Agreement; provided that Nexus is not required to inquire as to whether such a Person is validly authorized by Payer.

Applicable Law: Any law, ordinance, statute, treaty, rule, judgment, decree, regulation, official directive, consent, approval, authorization, order, or other determination or finding of any governmental authority applicable to or binding upon any Person or to which such Person is subject, whether federal, state, county, local, foreign, or otherwise.

Authorized Representative: A Person designated by a Payer as an individual or natural person that is authorized to (i) create, approve, and submit Payment Instructions; and (ii) complete and make changes to Payer Enrollment Information. Payer enters Authorized Representatives as users in their company profile and assigns their security level. Users can only perform the functions provided to them by their security level.

Check Production Service: The preparation, printing, and mailing of a check drawn on the Settlement Account and sent to the Person designated in the Payment Instruction.

Order Form: The form that Payer must complete to provide Nexus with Enrollment Information to receive Payments Services, as updated or amended from time to time.

Enrollment Information: Information regarding a Payer and requested by Nexus in the Program Documents or managed online by Payer to receive the Payments Services, as amended, or revised from time to time by an Authorized Representative of Payer, as indicated in the records of Nexus.

Fees: The amounts payable by Payer in connection with Payer’s receipt of the Payments Services, including such amounts set forth on the Order Form.

Initial Term: The initial term set forth on the Order Form.

Nexus: Has the meaning set forth in the preamble.

Payments Services: As applicable, (i) the processing by Nexus of Payment Instructions to facilitate payments on behalf of Payees through the ACH Services or the Virtual Card Service, as applicable; (ii) the transmission by Nexus of the Payment Instructions to third parties for such third parties to provide the Check Production Service; or (iii) such additional processing services as Nexus may make available from time to time to facilitate payments on behalf of Payees.

Party: shall have the meaning given in the preamble to this Addendum.

Payee: A Person who may be designated by Payer as a recipient of Settlement.

Payer: The entity designated as “Payer” on the Payment Services Addendum.

Payment Instruction: A request in the form and format specified in the Program Documents that is received by Nexus on behalf of a Payee from a Payer or its Agent or Authorized Representative and that (a) authorizes and directs Nexus to debit a Payer’s Settlement Account on behalf of a Payee and to credit the Payee’s account, or (b) otherwise authorizes and instructs Nexus to facilitate a Payee’s receipt of payment from a Payer and thereby extinguish Payer’s payment obligations to a Payee through the Payment Services.

Payment Provider: A Person engaged by Nexus to execute the Payment Instruction provided by Nexus to such Person as part of the Payment Services.

Person: Any business entity, individual, natural person, or any other entity of every nature, kind, and description whatsoever.

Program Document(s): This Addendum, the Agreement, any applicable Order Form, any applicable Statement of Work, any applicable appendices, exhibits, and attachments, company profile managed online by Payer, online help, in each case, as revised from time to time as set forth herein, and any written instructions or requirements provided by Nexus from time to time in connection with the Payment Services.

Settlement: The settlement of Settlement Amounts due to or from Payer in connection with Payment Instructions that have been received by Nexus from Payer as agent of a Payee and facilitated by Nexus through the Payment Services using a Settlement Account or as otherwise agreed by Nexus and Payer in writing.

Settlement Account: The commercial bank account(s) designated by Payer for Nexus or third parties to debit or credit pursuant to the Payment Instructions processed by Nexus on behalf of the Payee.

Settlement Amount: The amount of Settlement set forth in a Payment Instruction, including, as applicable, all Fees and other amounts due from Payer in connection with such Payment Instruction, less any applicable rebates or other amounts due to Payer.

Triggering Event: Any of the events set forth in Section 6.6.

Virtual Card Service: The service offered by Nexus by which Nexus receives a Payment Instruction from a Payer and, in accordance with the Payment Instruction and the Program Documents, facilitates processing of the Payer’s payment obligations on behalf of the Payee designated in the Payment Instruction using a virtual card.