Attestly Connect Platform Agreement

Accepted online (clickwrap) by an authorized representative of the Platform when it turns on Attestly Connect, or signed electronically, together with a Platform Order Form (Schedule A).

1. Parties and acceptance

1.1 This Attestly Connect Platform Agreement (this "Agreement") is between Attestly LLC, a Wyoming limited liability company ("Attestly", "we" or "us"), and the business identified in the Platform Order Form (the "Platform" or "you").

1.2 You accept this Agreement by checking the acceptance box (never checked in advance) and clicking the button next to the link to it, by signing a Platform Order Form that references it, or by using Attestly Connect. Your click or electronic signature has the same effect as a handwritten signature. We record the version and text accepted, the date and time, the IP address and device information, and the name and login of the person who accepted. The individual who accepts confirms that they are authorized to bind the Platform. This Agreement is effective on the date of acceptance (the "Effective Date").

1.3 This Agreement includes: Schedule A (Platform Order Form), the Attestly Merchant Services Agreement (the "Merchant Terms") as they apply to the Platform's own Attestly account, the Developer and API Terms, the Privacy Policy, the E-SIGN and Electronic Communications Consent, and our published policies on prohibited and restricted businesses (together, the "Platform Terms"). If they conflict, this order applies: (a) Schedule A, (b) this Agreement, (c) the Developer and API Terms, (d) the Merchant Terms, (e) published policies.

2. Definitions

• "Attestly Connect" means the Attestly product that lets a Platform onboard businesses to the Services and manage their accounts through the API and dashboard.
• "Connected Account" means an Attestly merchant account opened through, or linked to, your Platform Application.
• "Connected Account Holder" means the business that holds a Connected Account, and its owners and authorized users.
• "Platform Application" means the software, website or service you offer to Connected Account Holders that uses Attestly Connect.
• "Platform Fees" means fees you charge Connected Account Holders that are collected through Attestly Connect.
• "Attestly Fees" means the fees you owe Attestly under Schedule A.
• "Network Rules" means the rules of the card networks and other payment networks, and the requirements of our payment processors and sponsor banks.
• "Losses" means all losses, liabilities, damages, chargebacks, refunds, reversals, returns, negative balances, credits, fees (including network, processor and bank fees), fines, penalties and assessments (including those imposed under Network Rules), costs of collection, and reasonable attorneys' fees and costs.
• "Connected Account Losses" means Losses arising from or related to any Connected Account or Connected Account Holder, including its transactions, products, conduct, negative balance, fraud or insolvency.
• "Platform Reserve" means funds held under Section 10 as security for your obligations.
• "Loss Model" means the allocation of Connected Account Losses selected in Schedule A.

3. How Attestly Connect works

3.1 Direct relationship. Each Connected Account Holder must accept the Merchant Terms and the Privacy Policy directly with Attestly (and, where required, with our payment processors and sponsor banks) before its account is activated. Each Connected Account is an Attestly merchant account. You are not a party to the Connected Account Holder's merchant agreement, and you have no authority to change it, waive it, or make promises on our behalf.

3.2 Our decisions. Attestly, together with our payment processors and sponsor banks, decides in its discretion whether to approve, limit, hold, reserve, suspend or close any Connected Account, and what information to require. We may use automated tools and human review to make those decisions.

3.3 Your role. You provide the Platform Application and help Connected Account Holders use the Services. You are not, and must not hold yourself out as, a bank, payment processor, payment facilitator, money transmitter or acquirer, or as Attestly's agent, unless a separate written agreement signed by Attestly says so.

3.4 You never hold funds. All payment funds for Connected Accounts are settled by our payment processors and sponsor banks directly to the Connected Account Holder's verified bank account, minus fees, reserves and other amounts allowed by the Merchant Terms. Platform Fees are paid to you only through Attestly Connect. You must not ask Connected Account Holders or their customers to send you payment funds outside Attestly Connect, and you must not receive, hold or forward payment funds on anyone's behalf.

3.5 Approval of your program. Your use of Attestly Connect, your business model, your target industries and your Platform Application are subject to our underwriting and the approval of our payment processors and sponsor banks, both before launch and on an ongoing basis. Schedule A lists the industries and countries you may onboard. You must get our written approval before onboarding businesses in any other industry or country, or any business in a restricted category under our published policies.

4. Your responsibilities

4.1 Accurate information. You must give us complete and accurate information about your business, owners, Platform Application and Connected Account Holders, and keep it current. You must tell us within 5 business days of any material change in your business, ownership, products or the businesses you onboard.

4.2 Connected Account Holder conduct. You are responsible to us for:

(a) the accuracy of everything your Platform Application tells Connected Account Holders about the Services, fees, payouts and policies;

(b) monitoring your Connected Account Holders' use of your Platform Application for prohibited businesses, fraud and abuse that you know of or reasonably should know of, and telling us promptly (within 2 business days) when you do;

(c) not onboarding, and not helping onboard, any business you know or suspect is prohibited, is engaged in fraud, or is trying to avoid our controls (including by splitting a business across accounts, or re-opening a business we have closed); and

(d) Connected Account Losses as allocated by your Loss Model (Section 8).

4.3 Compliance. You must comply with all laws that apply to you and your Platform Application, including consumer protection, unfair and deceptive practices, privacy and data security, anti-spam, telemarketing, anti-money laundering, sanctions, tax and export laws, and with the Network Rules that apply to you. You must not do anything that causes Attestly, our payment processors or sponsor banks to breach law or Network Rules.

4.4 Sanctions and AML. You must not onboard, and must tell us promptly if you learn of, any Connected Account Holder that is on a U.S. sanctions list, located in a comprehensively sanctioned country or region, or engaged in money laundering or terrorist financing. Attestly and our sponsor banks perform the required identity and sanctions checks; you must not tell a Connected Account Holder that we are investigating or have reported suspicious activity.

4.5 Cooperation. You must give us any information we reasonably request about your business, your Platform Application or any Connected Account Holder within 3 business days (or sooner if a payment processor, sponsor bank, card network, regulator or law enforcement requires), and help us investigate fraud, disputes and compliance issues.

4.6 Customer support. You will give first-line support to Connected Account Holders for your Platform Application. Questions about underwriting decisions, holds, reserves, account closures and disputes must be referred to Attestly; you must not make promises or statements about them on our behalf.

4.7 Audit. On 10 business days' notice (or sooner where required by a payment processor, sponsor bank, card network or regulator), you will let Attestly, our payment processors, sponsor banks or their auditors review your records, policies, onboarding flows and systems relating to Attestly Connect. Audits will be conducted during normal business hours and in a way that limits disruption.

4.8 Security. You must maintain an information security program that is appropriate to the data you handle and meets industry standards, require multi-factor authentication for everyone who can use your Platform account or Keys, and notify us within 24 hours of learning of any security incident that affects Attestly Connect, your Keys or Connected Account data.

4.9 Verification of the Platform. You authorize Attestly, our payment processors and sponsor banks, and our service providers to verify you, your owners and the people who control you, at onboarding and from time to time, in the same ways Section 4.2 of the Merchant Terms describes, including sanctions and card network list checks.

5. Onboarding and branding

5.1 Our onboarding flow. Connected Account Holders must be onboarded through Attestly's hosted or embedded onboarding flow, or through API onboarding that we have approved in writing. We decide what information and documents are required and may change them at any time.

5.2 Branded onboarding. Subject to our brand guidelines and approval, you may show your name, logo and colors in the onboarding flow and in Connected Account dashboards and notices. Branded pages must:

(a) display "Payments powered by Attestly" (or other wording we approve) in a clear and visible way;

(b) present the Merchant Terms, Privacy Policy and any required processor or sponsor bank terms in full, unchanged, with a clear way to accept them;

(c) include the identity and disclosures of our sponsor banks wherever Network Rules or law require; and

(d) not imply that you, rather than Attestly and our sponsor banks, provide the payment services or make underwriting decisions.

5.3 Required content. You must not remove, hide, shorten, rewrite or obstruct any notice, disclosure, consent or verification step we require. If we update required content, you must carry the update into any embedded flow within 10 business days (or sooner if law or Network Rules require).

5.4 No pre-filled consent. You must not accept the Merchant Terms on a Connected Account Holder's behalf, pre-check acceptance boxes, or submit information to us that the Connected Account Holder did not provide or confirm.

5.5 Brand license. Each party grants the other a limited, revocable, non-exclusive license to use its name and logo during the term only as needed to operate and describe Attestly Connect, following the other's brand guidelines. Neither party may use the other's marks in a way that suggests an endorsement not agreed in writing.

6. Fees

6.1 Attestly Fees. You will pay the Attestly Fees in Schedule A. Unless Schedule A says otherwise, Attestly Fees are deducted from Platform Fees as they are collected, and any shortfall is invoiced and due within 10 days.

6.2 Platform Fees. You may charge Connected Account Holders Platform Fees in the amounts and forms Attestly Connect supports and Schedule A allows. Platform Fees are collected from the Connected Account Holder's transactions or balance at your instruction and paid to your Attestly account, subject to this Agreement.

6.3 Fee disclosure. Before a Connected Account Holder signs up, and before any change takes effect, you must clearly and accurately disclose your Platform Fees, including how they are calculated and when they are charged. You must not charge any fee that was not disclosed, and must give Connected Account Holders at least 30 days' notice of any fee increase. You are responsible for any surcharging, convenience fee or fee-disclosure rules that apply to the fees you set. We may block or refuse any Platform Fee that we reasonably believe is undisclosed, misleading or unlawful.

6.4 Refunds and disputes. When a transaction is refunded or lost in a dispute, the Platform Fee on that transaction:

(a) in the Platform-Liable and Shared models, is reversed from your balance unless Schedule A says otherwise; and

(b) in the Attestly-Liable model, is handled as Schedule A says.

6.5 Taxes. Fees are exclusive of taxes. You are responsible for taxes on your Platform Fees and for any tax reporting about your own income. Attestly and our processors handle information reporting (for example Form 1099-K) for Connected Account Holders as the law requires.

6.6 Fee changes. We may change Attestly Fees on 30 days' notice, or sooner if a payment processor, sponsor bank or card network changes its fees to us, in which case we may pass the change through at cost on the date it takes effect.

7. Data, keys and access

7.1 Platform keys. We issue Keys to your Platform account under the Developer and API Terms. Platform Keys can act on a Connected Account only through your connection to it and only within the permissions Attestly Connect allows for your program. You must use Restricted Keys scoped to the permissions you need wherever possible.

7.2 Key rules. You must not share your Keys with Connected Account Holders or anyone else, use one Connected Account's credentials or data to act on another, or let a Connected Account Holder use your Keys. Each Connected Account Holder that needs its own API access must get its own Keys from Attestly.

7.3 What you can and cannot see. You will have access to the Connected Account data that Attestly Connect makes available for your program, such as business profile, verification status, transactions, refunds, disputes, payouts, fees and risk status. You will NOT have access to, and must not try to obtain from Attestly or through your Platform Application in connection with Attestly Connect: full card numbers or security codes; full bank account or routing numbers; bank-link data obtained through Plaid or any other bank-linking service; Social Security or other government identification numbers; copies of identity documents; credit or background reports; or biometric information.

7.4 Use limits. You may use Connected Account data only to:

(a) provide your Platform Application to that Connected Account Holder;

(b) meet your obligations under this Agreement, including risk monitoring and support; and

(c) comply with law.

You must not sell Connected Account data, use it for advertising to third parties, use it to underwrite or offer other financial products without the Connected Account Holder's separate consent and our written approval, combine it across Connected Account Holders except in aggregated, de-identified form for operating your Platform Application, or disclose it to anyone except your service providers bound by confidentiality and data-protection duties at least as strict as these.

7.5 Your privacy notice. You must have a privacy policy that tells Connected Account Holders that you share their information with Attestly and receive information about their accounts from Attestly, and you must get any consent the law requires for that sharing.

7.6 Card data. If you collect card data, you must use our hosted fields or tokenization. If any card data touches your systems, you must be PCI DSS compliant, give us proof (for example an Attestation of Compliance) every year and on request, and tell us within 24 hours of any suspected compromise.

7.7 Data on termination. When this Agreement ends, you must stop accessing Connected Account data through Attestly Connect and delete the Connected Account data you received from us within 30 days, except data you must keep by law, which you will continue to protect and use only for that purpose. Data that the Connected Account Holder gave you directly, under your own terms with it, is outside this Section.

8. Loss allocation

8.1 Your Loss Model. Schedule A states which of these models applies. If Schedule A does not say, the Platform-Liable model applies.

(a) Platform-Liable. You are responsible for, and will pay Attestly on demand for, all Connected Account Losses that Attestly cannot recover from the Connected Account Holder within 30 days after the Loss is incurred using the Connected Account's balance, reserve and payout funds and its bank account debit authorization. This includes network fines and assessments caused by your Connected Account Holders or by your own breach of this Agreement.

(b) Shared. You are responsible for the percentage of unrecovered Connected Account Losses stated in Schedule A, plus 100% of any Losses caused by your own breach of this Agreement, negligence or misconduct.

(c) Attestly-Liable. Attestly bears unrecovered Connected Account Losses, except that you remain responsible for 100% of Losses caused by your own breach of this Agreement, negligence or misconduct, and for Losses on any Connected Account you onboarded in breach of Section 3.5 or Section 4.2(c). Attestly may require higher Attestly Fees, a Platform Reserve, or a change of model for this option.

8.2 Losses from your own conduct. Under every model, you are responsible for 100% of Losses caused by: your breach of this Agreement or the Developer and API Terms; your negligence, fraud or willful misconduct; security incidents on your systems; misuse of your Keys (subject to the Developer and API Terms); your Platform Fees; and any statement or promise you make to a Connected Account Holder that is not authorized by Attestly.

8.3 Guaranty. To the extent you are responsible for Connected Account Losses under your Loss Model, you unconditionally guarantee their payment to Attestly as a primary obligor and not merely as a surety. Attestly is not required to first pursue the Connected Account Holder beyond the 30-day recovery step in Section 8.1(a). You waive notice of acceptance, presentment and demand (other than the demand in Section 9), and any defense based on an extension, change or release of the Connected Account Holder's obligations, to the extent the law allows. If you pay a Connected Account Loss, you are subrogated to Attestly's rights against the Connected Account Holder for that amount, but you may not enforce them until Attestly has recovered all amounts it is owed for that Connected Account.

8.4 Fines and assessments at cost. Any network, processor or sponsor bank fine, penalty or assessment passed to you under this Agreement is passed through at the amount actually imposed on or reasonably allocated to Attestly for the related conduct, without markup, with supporting documentation on request.

8.5 Recoveries. If Attestly later recovers an amount you paid for a Connected Account Loss, Attestly will credit or refund your share of that recovery within 30 days.

9. Payment, set-off and collection

9.1 Demand and payment. Attestly will notify you of amounts you owe with reasonable detail. Unless taken by set-off under Section 9.2, they are due within 10 days of the notice.

9.2 Set-off and recoupment. Attestly may set off or recoup any amount you owe under this Agreement against any amount Attestly owes you, including Platform Fees, funds in your Platform account balance, and the Platform Reserve, without notice in advance. Attestly will tell you of each set-off with reasonable detail afterwards.

9.3 Holding Platform Fees. Attestly may hold Platform Fees and your Platform account balance, for no longer than reasonably needed and in any case no more than 90 days, after which Attestly will release them or move them to the Platform Reserve, whose release Section 10 governs, if: you owe Attestly an amount that is overdue; your Connected Accounts have unusually high or rising disputes, refunds, fraud or negative balances; you are in material breach; or we have a reasonable, documented basis to believe your obligations to us are at risk. We will tell you the reason, unless law, a card network, a payment processor, a sponsor bank or a regulator forbids it, and we will release held amounts that are not applied to amounts you owe once the reason ends, or move them to the Platform Reserve under Section 10.

9.4 Bank account debit. You authorize Attestly (and our payment processors and sponsor banks on our behalf) to debit the business bank account you designate for your Platform account for any amount you owe under this Agreement that is overdue, and to credit it for amounts we owe you. This authorization stays in effect until 120 days after all your obligations under this Agreement are satisfied. You will keep a valid bank account on file.

9.5 Late amounts. Overdue amounts bear interest at the lower of 1.5% per month or the highest rate the law allows, from the due date until paid. You will pay reasonable costs of collection, including attorneys' fees.

10. Platform Reserve

10.1 When we may require one. Attestly may require you to fund a Platform Reserve, or increase it, if: Schedule A requires it; your Loss Model makes you responsible for Connected Account Losses and your Connected Accounts' dispute, refund, fraud or negative-balance levels rise; your financial condition weakens; you breach this Agreement; a payment processor, sponsor bank or card network requires it; or this Agreement is ending. Attestly requires or increases a Platform Reserve only for a documented reason of this kind, recorded when it acts. The amount will be what Attestly reasonably determines is needed to cover your expected obligations, based on factors such as your Connected Accounts' processing volume, delivery times, dispute and refund history, and open disputes. We will tell you the amount and the reason in writing.

10.2 Funding. You may fund the reserve by transfer, or Attestly may fund it from Platform Fees and your Platform account balance, or by debit under Section 9.4.

10.3 Use. Attestly may apply the Platform Reserve to any amount you owe under this Agreement, with notice to you.

10.4 Review and release. Attestly will review the Platform Reserve at least every 90 days at your request, and will reduce or release it as risk falls. On termination, Attestly will release any remaining Platform Reserve, less amounts applied under Section 10.3, no later than 180 days after the later of (a) the end of this Agreement, and (b) the last transaction on any Connected Account for which you are responsible under your Loss Model.

10.5 Extension for documented risk. Attestly may hold all or part of the Platform Reserve beyond the period in Section 10.4 only to the extent of a specific, documented risk that remains, such as open disputes or chargebacks, transactions still within a network dispute window, a pending network fine or assessment, a pending regulatory or law enforcement matter, or a written requirement of a payment processor or sponsor bank. Attestly will tell you in writing what is being held, why, and the expected release date, and will release each amount when the related risk ends. Extensions under this Section may not go beyond 540 days after the end of the period in Section 10.4 in total, except that an amount equal to a specific chargeback or dispute that is still open, a fine or assessment that has been imposed or formally noticed, or funds subject to a court order, levy or other legal process may be held until that item is finally resolved.

10.6 Nature of the reserve. The Platform Reserve is held by Attestly or our payment processors or sponsor banks as security for your obligations. You have no right to direct its use, and it does not earn interest for you unless the law requires. To the extent a security interest is needed, you grant Attestly a security interest in the Platform Reserve and in Platform Fees owed to you, and you will sign any document reasonably needed to perfect it.

11. Attestly's rights over Connected Accounts

11.1 Direct action. Attestly may, at any time and without your consent, take any action on any Connected Account that the Merchant Terms, law or Network Rules allow, including to: request information or documents directly from the Connected Account Holder; verify identity and ownership; set or change processing limits; delay, hold or reserve funds; refund, cancel or reverse transactions; respond to disputes; suspend or restrict products or capabilities; and close the account. We are not required to consult you first.

11.2 Notice to you. Where lawful and practical, we will tell you of material actions on a Connected Account (for example a suspension or closure) so you can support the Connected Account Holder. We will not share information we are prohibited from sharing, such as information about a suspicious activity report or a law enforcement request.

11.3 Direct contact. Attestly may communicate directly with any Connected Account Holder about its account, our requirements, our decisions, the Merchant Terms and legal or regulatory matters, including in Attestly's own name, even if your branding appears in the onboarding flow or dashboard.

11.4 No interference. You must not prevent, delay or discourage a Connected Account Holder from responding to our requests, and must not tell a Connected Account Holder how to get around a control we have placed.

11.5 Your requests. You may ask us to take action on a Connected Account, for example to pause it for suspected fraud. We will consider the request in good faith, but the decision is ours.

12. Term, suspension and termination

12.1 Term. This Agreement begins on the Effective Date and continues until terminated.

12.2 Termination for convenience. Either party may terminate this Agreement on 30 days' written notice.

12.3 Termination or suspension for cause. Attestly may suspend all or part of Attestly Connect, or terminate this Agreement immediately on notice, if: you materially breach this Agreement and (if the breach can be cured) do not cure it within 10 days of notice; your Connected Accounts' dispute, refund or fraud levels exceed levels that put us out of compliance with Network Rules; we reasonably believe you or your Platform Application are involved in fraud, illegal activity or prohibited business; you become insolvent or subject to bankruptcy proceedings; a payment processor, sponsor bank, card network or regulator requires it; or your use of Attestly Connect exposes us to material legal, financial or reputational risk.

12.4 Effect on Connected Accounts. Termination of this Agreement does not terminate any Connected Account's Merchant Terms. When this Agreement ends: your access to Connected Accounts through Attestly Connect ends; Platform Fees stop accruing; and Attestly may continue to serve each Connected Account Holder directly, help it move to another provider, or close its account, under the Merchant Terms. We will give Connected Account Holders reasonable notice of the change.

12.5 Non-solicitation. For 12 months after this Agreement ends (unless it ended because of your breach), Attestly will not use your Confidential Information to target your Connected Account Holders with offers to replace your Platform Application. This does not limit Attestly's rights under Section 11, our right to keep serving Connected Account Holders, general marketing, or responses to a Connected Account Holder that contacts us.

12.6 Obligations that survive. Termination does not affect amounts owed, your liability for Connected Account Losses arising from transactions before termination (including disputes received after it), the Platform Reserve (Section 10), set-off and collection (Section 9), data duties (Section 7.7), indemnity, limitation of liability, confidentiality, or any other term that by its nature should survive.

13. Confidentiality

13.1 Each party will keep the other's non-public business, technical and financial information ("Confidential Information") confidential, use it only to perform this Agreement, and disclose it only to its employees, contractors, advisers, payment processors, sponsor banks and regulators who need it and are bound by confidentiality duties. Connected Account data is governed by Section 7.

13.2 Confidential Information does not include information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from a third party. A party may disclose Confidential Information if required by law, after giving the other party notice where lawful.

14. Representations

14.1 Each party represents that it is validly formed, has authority to enter into this Agreement, and that doing so does not breach any other agreement it is bound by.

14.2 You represent that: all information you have given us is complete and accurate; you hold all licenses and registrations your business requires; neither you nor any of your owners, officers or directors is on a U.S. sanctions list or has been terminated by a payment provider for fraud, excessive disputes or a violation of network rules (except as you disclosed to us in writing); and your Platform Application complies with law.

15. Indemnity

15.1 You will defend, indemnify and hold harmless Attestly, its members, managers, officers, employees and agents, and our payment processors and sponsor banks, from all Losses arising from any third-party claim, network or regulatory action, or demand related to: your breach of the Platform Terms; your Platform Application; your Platform Fees; your violation of law or Network Rules; your negligence, fraud or willful misconduct; a security incident on your systems; and Connected Account Losses to the extent allocated to you under your Loss Model.

15.2 Attestly will defend and indemnify you from third-party claims that Attestly's Services, as provided by Attestly and used as permitted, infringe a U.S. patent, copyright or trademark, except to the extent the claim arises from your Platform Application, your modifications, or combination with things not provided by Attestly.

15.3 The indemnified party must give prompt notice of the claim, let the indemnifying party control the defense and settlement (except that no settlement may impose an admission or obligation on the indemnified party without its consent, which will not be unreasonably withheld), and give reasonable cooperation at the indemnifying party's expense.

16. Disclaimers and limitation of liability

16.1 ATTESTLY CONNECT AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, ATTESTLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN THIS AGREEMENT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ATTESTLY DOES NOT PROMISE THAT ANY BUSINESS WILL BE APPROVED, THAT ANY CONNECTED ACCOUNT WILL REMAIN OPEN, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

16.2 NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.3 ATTESTLY'S TOTAL LIABILITY FOR ALL CLAIMS TOGETHER UNDER OR RELATED TO THIS AGREEMENT, WHATEVER THE LEGAL THEORY, IS LIMITED TO THE ATTESTLY FEES YOU PAID IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16.4 Sections 16.2 and 16.3 do not limit Attestly's obligation to pay you Platform Fees collected for you and to release the Platform Reserve and other held amounts as Sections 9.3, 10.4 and 10.5 require. Those amounts are not damages and are not subject to the cap. Sections 16.2 and 16.3 also do not limit: your obligations to pay Attestly Fees, Connected Account Losses allocated to you, amounts owed under Sections 8 to 10, or your indemnity obligations; either party's liability for fraud, gross negligence or willful misconduct; or any liability that cannot be limited by law.

16.5 Your remedy for a hold. If an arbitrator finally decides that Attestly held Platform Fees, your Platform account balance or the Platform Reserve in a way this Agreement did not permit, your sole and exclusive remedy for that hold is the release of those amounts (less amounts you owe).

16.6 No personal liability. To the fullest extent permitted by law, claims under or related to this Agreement may be brought only against Attestly LLC, and not against its members, managers, officers, employees, contractors or agents personally, except for their own fraud. Each of them may enforce this Section and Section 17.

17. Disputes

17.1 Informal resolution. Before starting arbitration, a party must send the other a written description of the dispute, and the parties will try in good faith to resolve it for 30 days. Either party may then request non-binding mediation for up to a further 30 days.

17.2 Arbitration. Any dispute not resolved under Section 17.1, including a claim against Attestly's members, managers, officers, employees, contractors or agents, will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Wyoming, with hearings by video conference unless the arbitrator decides an in-person hearing is needed. Judgment on the award may be entered in any court with jurisdiction.

17.3 Class waiver. Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding.

17.4 Exceptions. Either party may bring an individual claim in small claims court if it qualifies, may seek temporary or preliminary injunctive relief in court to protect its intellectual property or Confidential Information, to preserve funds or to prevent irreparable harm, and may bring an action in court to collect undisputed amounts owed.

17.5 Governing law and venue. This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules, and the Federal Arbitration Act. Any court action permitted by this Agreement will be brought in the state or federal courts located in Sheridan County, Wyoming, and each party consents to their jurisdiction. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.

18. General

18.1 Independent parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship.

18.2 Assignment. You may not assign this Agreement, including by change of control, without Attestly's written consent. Attestly may assign it to an affiliate or successor, or as required by a payment processor or sponsor bank.

18.3 Changes. Attestly may change this Agreement on 30 days' notice, or sooner if required by law, Network Rules, a payment processor or a sponsor bank. If you do not agree to a change, you may terminate this Agreement before it takes effect. Continued use after the effective date means you accept it. Schedule A may be changed only in writing signed or accepted by both parties, except fee changes under Section 6.6.

18.4 Notices. Attestly may give notice by email to your account contact or in the dashboard, effective when sent or posted. You must give legal notices to legal@useattestly.com and to Attestly LLC, 75 E 3rd St, Ste 7, Sheridan, WY 82801.

18.5 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent allowed and the rest of this Agreement will remain in effect.

18.6 No waiver. A failure or delay in enforcing a provision is not a waiver.

18.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

18.8 Third-party beneficiaries. Our payment processors and sponsor banks are intended third-party beneficiaries of Sections 4, 7, 8, 10, 11 and 15 and may enforce them. There are no other third-party beneficiaries.

18.9 Entire agreement. The Platform Terms are the entire agreement between the parties about Attestly Connect and supersede all prior discussions about it. You did not rely on any statement or promise that is not in the Platform Terms.

18.10 Electronic acceptance. Acceptance by click, electronic signature or use is binding as an original signature under the federal E-SIGN Act and applicable state law, as described in the E-SIGN and Electronic Communications Consent.

Schedule A - Platform Order Form

Platform legal name: blank
Entity type and state of formation: blank
EIN: blank
Address: blank
Authorized representative (name and title): blank
Platform Application name and URL: blank

1. Approved industries for Connected Accounts: blank
2. Approved countries: blank
3. Restricted categories approved (if any): blank
4. Loss Model (check one): unchecked box Platform-Liable (default) unchecked box Shared: Platform share blank% unchecked box Attestly-Liable
5. Platform Reserve at launch: $blank (or unchecked box none at launch, subject to Section 10)
6. Personal guaranty by Platform principal(s) required: unchecked box Yes, by blank unchecked box No
7. Attestly Fees: blank (for example, per-transaction fee, per-active-account fee, monthly platform fee)
8. Platform Fees allowed: unchecked box percentage up to blank% per transaction unchecked box fixed fee up to $blank per transaction unchecked box subscription fees unchecked box other: blank
9. Platform Fee on refunds and lost disputes (Section 6.4): unchecked box reversed unchecked box retained unchecked box other: blank
10. Branded onboarding approved: unchecked box Yes unchecked box No
11. API onboarding (instead of hosted / embedded flow) approved: unchecked box Yes unchecked box No
12. Other terms: blank

Accepted by the Platform:
Signature: blank Name: blank Title: blank Date: blank

Accepted by Attestly LLC:
Signature: blank Name: Kaseton Farris Title: Managing Member Date: blank