Payment Processing Agreement

This Payment Processing Agreement ("Agreement") is entered into between Oil To Go, LLC, an Iowa limited liability company doing business as Mobile Service Sync ("Platform," "we," "us," or "our"), and the business that accepts this Agreement ("Merchant," "you," or "your"). It governs your access to and use of the embedded payment processing services that Platform makes available through the Mobile Service Sync product under the brand "Sync Pay."

You accept this Agreement when you, or Platform on your behalf, begin a Sync Pay merchant application or otherwise use the Processing Services. The date you first accept this Agreement is the "Effective Date." If you are accepting on behalf of a business, you represent that you have authority to bind that business.

This Agreement supplements, and is in addition to, the End User License Agreement (the "EULA"), which governs your use of the Mobile Service Sync product generally. To the extent of any conflict between this Agreement and the EULA with respect to the Processing Services, this Agreement controls.

In addition to its core CRM services, Platform offers embedded payment processing services, marketed as Sync Pay, which include credit card, debit card, ACH, and other payment processing services as may be offered from time to time (collectively, the "Processing Services"). The Processing Services let you accept payment from your own customers for invoices and jobs you manage in the Mobile Service Sync product.

The Processing Services are powered by Rainforest Pay ("Rainforest"), Platform's third-party payment processing provider, together with Rainforest's bank and card-network partners. Your use of the Processing Services is subject to the Rainforest Processing Terms and Conditions described in Section 4.

Related to the Processing Services, Platform will charge Merchant according to the fees listed below (the "Processing Fees"). All Processing Fees payable under this Agreement are exclusive of taxes, which are Merchant's responsibility. Processing Fees are deducted from settlement, or otherwise charged to Merchant, as transactions are processed.

If Merchant has a separate or alternative pricing agreement with Platform, that pricing agreement governs the Processing Fees and the standard rates above do not apply. Platform may change the Processing Fees on prior notice as permitted under this Agreement and the Rainforest Processing Terms and Conditions.

Platform may increase the Card Transaction Volume Fee or the Card Per-Item Transaction Fee if Merchant's (a) American Express credit card payment dollar volume exceeds twenty percent (20%) of total monthly credit card payments; (b) corporate credit card payment volume exceeds ten percent (10%) of total monthly credit card payments; or (c) credit card payments for transaction amounts greater than one thousand dollars ($1,000.00) exceed three percent (3%) of total monthly credit card payments. Any such increase becomes effective only after Platform has provided Merchant written notice setting forth the changes.

By using the Processing Services, Merchant agrees to the Rainforest Processing Terms and Conditions available at https://legal.rainforestpay.com/processingterms, which may be amended at any time on notice. The Rainforest Processing Terms and Conditions are an integral part of this Agreement, and Merchant's acceptance of this Agreement constitutes acceptance of those terms. These terms are required by Platform's upstream banking partners and the card brands.

To use the Processing Services, Merchant must complete a merchant application and provide accurate and complete business, ownership, and bank-account information. Merchant authorizes Platform and Rainforest to verify this information and to obtain reports about Merchant and its beneficial owners as needed for underwriting, identity verification, and ongoing risk monitoring. Approval is not guaranteed. Platform or Rainforest may approve, decline, suspend, condition, or terminate access to the Processing Services, and may require reserves or other risk controls, consistent with the Rainforest Processing Terms and Conditions and applicable card-network and banking rules.

Funds from processed transactions, net of Processing Fees, refunds, chargebacks, returns, and any reserve, are settled to the bank account Merchant provides during onboarding. Settlement timing is determined by Rainforest and its bank partners and typically occurs on the next business day, although timing may vary and funds may be delayed or held for risk, fraud, or dispute review. Merchant is responsible for keeping its bank-account information current.

Merchant is responsible for all chargebacks, ACH returns, and disputes arising from its transactions, together with the associated fee set out in the Processing Fees. Merchant will cooperate in researching and responding to disputes and will provide supporting evidence promptly when requested. Platform and Rainforest may debit settlement amounts, the Merchant bank account on file, or any reserve to recover disputed amounts, refunds, returns, and related fees. Merchant remains liable for any amounts that cannot be recovered through those means.

Merchant will not use the Processing Services for any unlawful transaction, for any business or activity prohibited or restricted by the Rainforest Processing Terms and Conditions or applicable card-network rules, or in any manner that exposes Platform, Rainforest, or their partners to undue risk. Platform may suspend or terminate access to the Processing Services, with or without notice, for conduct that violates this Section, the Rainforest Processing Terms and Conditions, or applicable law.

The Processing Services are provided by Rainforest and its bank and card-network partners. Except as expressly stated in this Agreement, the Processing Services are provided "as is" and "as available" without warranty of any kind, to the maximum extent permitted by law. Platform's aggregate liability arising out of or relating to the Processing Services is subject to the warranty disclaimers and limitation-of-liability provisions of the EULA, which are incorporated into this Agreement by reference. Nothing in this Agreement limits any liability that cannot be limited under applicable law.

The term of this Agreement begins on the Effective Date and continues until terminated by either party. Either party may terminate this Agreement, or Merchant's access to the Processing Services, on notice. Termination of the Processing Services does not by itself terminate the EULA, and termination of the EULA terminates this Agreement. Provisions relating to fees, chargebacks, returns, reserves, settlement reconciliation, and limitation of liability survive termination to the extent needed to settle amounts owed.

Platform may update this Agreement from time to time. If a change is material, Platform will provide notice by email or in-app notice before it takes effect. Continued use of the Processing Services after the effective date of a change constitutes acceptance of the revised Agreement. The Rainforest Processing Terms and Conditions referenced in Section 4 may be amended by Rainforest at any time on notice.

Questions about this Agreement? Email legal@mobileservicesync.com or write to Oil To Go, LLC dba Mobile Service Sync, Linn County, Iowa.