Terms of Service

Beginning on the Effective Date and subject to Client's compliance with this Agreement, SFB Ebanq Ltd will provide the Services to Client for Client's use in paying its Payees starting on the Effective Date.

SFB Ebanq Ltd may provide additional payment processing services in the form of bank transfers, paper checks, 1099 processing and other services for Client's Payees, in each case through one of SFB Ebanq Ltd's Service Providers, upon request.

SFB Ebanq Ltd will provide transactional reporting and customer support for Client in order to support its Payees.

Client will provide to SFB Ebanq Ltd payment processing files necessary for processing payments to Client's Payees via SFB Ebanq Ltd's proprietary batch file or API (Application Programming Interface). Client agrees to timely deliver any data or other information necessary for the provision of SFB Ebanq Ltd's services in a form and format approved by SFB Ebanq Ltd. Client acknowledges that it has sole responsibility for verifying the accuracy, completeness or authenticity of any data furnished by Client to SFB Ebanq Ltd.

Client is responsible to load payment funds covering the full amount of all payments to Payee in advance of processing the distributions using SFB Ebanq Ltd's Services. The Client must load funds for payments into a Client held account that is setup with SFB Ebanq Ltd's Service Providers. Client will originate funds such that they arrive a minimum of two (2) days in advance of loading payment processing files to Payees.

Client agrees that it will not use the Services described herein to make a payment to any restricted business. Restricted businesses include: (i) Trading of Pharmaceutical products (that requires medical prescription); (ii) Money Gambling, whether online or in person; (iii) Production and/or trade of weapons and military arms; (iv) Tobacco and derivates; (v) Pornography of any kind; (vi) Ponzi, get rich quick schemes which are intentionally misleading; (vii) Businesses that require licensing and proper licensing has not been obtained; or (viii) Any other business or industry that SFB Ebanq Ltd or its Service Providers determines presents an undue risk of harm.

Client agrees that it will not use the Services for any purpose or transaction that is illegal in the jurisdiction where Client principally resides, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction.

Client has obtained, and will maintain throughout the term of this Agreement, all licenses, registrations, permits and approvals applicable to its business or necessary to perform its obligations in connection with this Agreement in compliance with Applicable Law and Rules.

Client will monitor activity on its own systems for any fraud or potential fraud from Client, Payees or any third parties. Client shall be responsible for any losses resulting from inaccurate information provided by Client to SFB Ebanq Ltd, and any fraudulent activity by Client, Client employees, or any third party used by Client.

Client acknowledges and affirms that Client's transactions are not designed in whole or in part (1) to conceal or disguise the nature, the location, the source, the ownership, or the control of any funds derived from unlawful activity, or (2) to avoid a transaction reporting requirement under any State, Federal, or Foreign Law.

SFB Ebanq Ltd and its designated Service Providers will perform all functions of providing the Service in compliance with Applicable Law and Rules. As required, SFB Ebanq Ltd and its Service Providers will process and issue Client branded payment portals and accounts to the Client and the Client's Payees for the purpose of processing payments. At all times, Service Providers, and not SFB Ebanq Ltd, transfer, transmit, and otherwise hold or handle all Client or Payee funds.

A Payee's access to and use of the Services is subject to SFB Ebanq Ltd, and its Service Provider, completing its accountholder identification and verification process. SFB Ebanq Ltd has the right, in its sole discretion, to approve, reject, or cancel any Payee at any time that SFB Ebanq Ltd reasonably believes poses a risk under SFB Ebanq Ltd's BSA/AML, fraud, Know Your Customer (KYC) and other policies in compliance with Applicable Law and Rules.

Each Party represents and warrants as to itself to the other Party that the Party has all requisite corporate power and authority, licenses and certifications to enter into this Agreement, to perform all of its obligations, covenants and other agreements hereunder, each in accordance with its respective terms, and to consummate the transactions contemplated hereunder.

Each Party represents and warrants that there are no actions, suits, proceedings or written agreements pending, or, to the best knowledge of the Party, threatened or proposed, against the Party, that will materially and adversely affect the financial condition, business, or operations of the Party.

SFB Ebanq Ltd represents and warrants that it complies with common industry standards for payment processing services, owns or has adequate rights, to the best of its knowledge, necessary to fulfill the Services in accordance with the terms herein.

Both Parties covenant and agree to comply, and to cause its officers, employees, agents and Payees to comply, with: (i) the terms of this Agreement; and (ii) all Applicable Laws and Rules applicable to its business operations.

The term of this Agreement shall commence on the Effective Date and continue for one (1) year (the "Initial Term"). After the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term") unless either Party shall give written notice to the other of non-renewal at least one-hundred and eighty (180) days prior to the commencement of the additional Renewal Term.

Either Party may terminate this Agreement immediately by giving written notice to the other Party at any time in the event such other Party has materially breached any representation, warranty, obligation, covenant or other agreement contained herein, has notified such other Party in writing of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of any non-monetary breach or ten (10) days in the case of a monetary breach.

Either Party may terminate this Agreement immediately by giving written notice to the other Party: (i) in the event of the other Party's insolvency; (ii) in the event of proceedings for receivership or for either voluntary or involuntary bankruptcy are commenced against a Party; (iii) in the event of an assignment for the benefit of a Party's creditors; (iv) in the event that a Party's license or ability to provide its obligations under this Agreement is terminated; or (v) in the event that a substantial part of a Party's property is or becomes subject to any levy, seizure, assignment, or sale for or by any creditor or governmental agency without being released or satisfied within thirty (30) days thereafter.

Neither Party shall disclose the Confidential Information of the other Party to any third party other than those affiliates, consultants or agents of a party whose knowledge is necessary for the purposes of this Agreement, provided that such affiliates, consultants and agents have executed a written confidentiality agreement, or are under an ethical duty pursuant to professional rules of conduct, requiring that they protect such Confidential Information with at least the same standard of care and protection outlined in this Agreement.

The Parties each agree that they and their affiliates, consultants and agents shall not use the other Party's Confidential Information for any purpose other than to fulfill their obligations under this Agreement. A Party receiving Confidential Information agrees to protect the Confidential Information with at least the same degree of care as it exercises to protect its own highly confidential information of like character, but in no event less than a reasonable degree of care.