Ratio Customer Agreement

This Customer Agreement ("Agreement") is a legal contract between Ratio ("we," "us," or "our") and you ("you," "your," or "Customer") regarding the purchase of the products or services from sellers that offer Ratio as a payment processor or finance partner ("Seller(s)").

The agreement governs your use of the Website, your use of services, and your access to your Ratio account through the Website (together, the "Ratio Services" or "Services").

By creating a Ratio account ("Account"), you agree to be bound by this Agreement on your own behalf and on behalf of the organization or company that employs you. You cannot create an Account or use the Services without agreeing to this Agreement.

Important Note: Section 9 contains a Waiver of Jury Trials and Binding Arbitration provision requiring arbitration rather than jury or court trial.

1. The Agreement.

1.1. Changes to this Agreement.

Ratio can change, update, add or remove provisions by posting the updated Agreement on the Website with a revision date at the top. Notice will be provided at the email address listed on your Account and upon first login after changes. By using the Website or Services after updates, you agree to the updated terms. If you disagree, you must stop using your Account and Services.

Amendments apply only to Orders entered on or after the effective date.

1.2. Authority to Act on Behalf of an Organization or Company.

When agreeing to this Agreement and each time you sign in, you represent and warrant that:

• You are currently employed by the organization or company you seek to bind to this Agreement
• You are duly authorized to agree to the Agreement on behalf of such organization or company

2. What is Ratio?

2.1. The Ratio Service.

Ratio acts as a billing agent and/or financing partner in connection with your purchase of goods or services from Sellers. Ratio will seek certain information to determine your eligibility.

Ratio will send you a purchase order ("Order") setting forth:

• The purchase price for Seller's Services
• Other purchase terms
• Any applicable finance and other charges (together, the "Customer Payment Amount")

Your agreement to purchase Seller's Services remains solely between you and the Seller. However, you will not pay the Customer Payment Amount to the Seller. Instead, per the Order terms, you will be obligated to pay Ratio the Customer Payment Amount.

2.2. Your Account.

To become a Customer of Ratio Services, you must create an Account requiring:

• Username and password creation
• Information about the Customer
• A bank account and other payment information ("Payment Method")
• Other financial information (together, the "Account Information")

You agree that all Account Information provided is true, accurate, current, and complete. You must maintain and promptly update this information. Ratio, directly or through third parties, may make inquiries to validate Account Information accuracy.

Ratio reserves the right to close, suspend, or limit access to your Account and all Ratio Services if:

• Information cannot be obtained or verified
• You remove your Payment Method
• Your Payment Method is no longer valid

2.3. Ratio Service and Account Eligibility.

Ratio limits access to Ratio Services solely to employees of organizations or companies. Non-employees cannot use Ratio Services.

By registering for and using a Ratio Account, you represent, acknowledge and agree that:

• You are at least 18 years of age
• Any access by anyone under 18 is unauthorized, unlicensed, and a violation

2.4. Account Security.

You are responsible for maintaining password confidentiality. Ratio may require additional security procedures, such as one-time passwords ("OTP").

You may not transfer or share your password, OTPs, or other security credentials to allow others to access your Account and Services, except as allowed by your employer.

You are solely responsible for:

• All use of your Ratio Account
• All activities occurring under or in connection with it
• All obligations under Orders executed using your Account

You agree to notify Ratio if:

• Your password or security credential is lost or stolen
• You suspect unauthorized use
• You know of any other breach of security

2.5. Ratio's Role in Your Transaction with the Seller.

Ratio is not a party to any purchase or sale of Seller's goods or services between you and the Seller. You must agree to the Seller's terms and conditions before entering into an Order.

Ratio does not have control of, or liability for, Seller's products or services. For disputes with a Seller regarding products or services, contact the Seller directly.

Important Note: If you fail to pay the Customer Payment Amount within 3 days of any due date, Seller may disable the Seller Services.

2.6. Cancelling Orders.

Ratio may choose not to approve an Order or may cancel an approved Order before goods or services are delivered or supplied if:

• Ratio reasonably considers this necessary to: protect the integrity of systems or Services; prevent fraud; limit the risk of money laundering or terrorism financing; or otherwise protect against legal risk
• You do not pass verifications or checks
• Ratio suspects or is aware you have breached this Agreement materially (including failing to make payment due under this Agreement on the payment due date for an existing Order)
• Ratio otherwise reasonably considers the Order to be suspicious

2.7. Automatic Payments.

2.7.1. Payment Schedule.

As part of the Order process, Ratio will send an email with payment terms for the Customer Payment Amount. This email is your written confirmation of agreement to make regularly-scheduled electronic payments. You agree to make payments in accordance with this payment schedule.

Ratio will automatically process payments in accordance with the due dates stated on the payment schedule ("Automatic Payment").

If an Automatic Payment fails on any date specified in your payment schedule ("Failed Payment"), Ratio reserves the right to re-attempt processing at later times or dates.

You can select a preferred Payment Method when your Ratio Account is created and can update or change it at any time via your Account.

2.7.2. Authorization.

Subject to other Agreement terms, you expressly consent to, authorize and instruct Ratio to:

• Process and collect Automatic Payment amounts
• Use any Payment Method on file, beginning with your preferred Payment Method
• Use the amounts and scheduled dates set out in your Payment Schedule

You acknowledge giving Ratio the ability to collect or reverse payment amounts from or to any Payment Method, in accordance with your payment schedule and Agreement terms.

2.7.3. Sufficient Funds Required.

You are responsible for ensuring sufficient funds in your Payment Method are available to make Automatic Payments on specified dates in your payment schedule.

You are liable for any fees or charges imposed by your Payment Method, except to the extent such fees or charges arise from Ratio's error or system failure.

If you cannot make a payment or have insufficient funds, you must provide Ratio reasonable notice of 3 business days to change the Payment Method or payment date.

2.8. Account Deactivation and Reactivation.

If you have outstanding amounts owed to Ratio for an Order that have not been paid according to your payment schedule, and that payment failure continues for more than 2 days after the due date, Ratio has the right to deactivate your Account.

Upon deactivation:

• You will still have access to your Ratio Account
• You will not be able to make additional purchases using Ratio's Services until you reactivate your Account
• You are still required to make payment for each Order according to your Payment Schedule and this Agreement

You can reactivate your Account by voluntarily paying any past due payments owed for each Order, as adjusted. If Ratio successfully processes all existing failed payments, your Account will be returned to active status.

2.9. Authorization to Credit Your Payment Method.

In some cases, such as a refund or service credit, Ratio may be required to submit a payment to your bank account or card on file. You grant Ratio the right to perform these payments to your bank account(s) or card(s) on file.

2.10. Credit Reports and Banking Information.

If you open a Ratio Account, you provide Ratio with express authorization to:

• Obtain your credit report from a credit bureau
• Review the banking and financial records you make available as part of opening an Account

This is solely for the purpose of providing the Ratio Services.

3. Our Communications with You.

3.1. Notices to You.

By agreeing to the Agreement, you agree and consent to Ratio providing electronic communications ("Communications") about your Account and the Ratio Services electronically.

These Communications may include:

• Your Payment Schedule
• Order information
• Other information relating to your use of the Services

Communications may be sent to your Account or to your provided email address. You agree to keep your email information current at all times.

Any Communications sent electronically will satisfy any legal communication requirements, including that communications be in writing.

3.1.1. Electronic Records and Consent.

You agree to receive all available disclosures, notices, and other records ("records") from Ratio in electronic form, until you close the account(s) or withdraw consent as described in the Right to Withdraw Consent provision.

Ratio may exercise the right to deliver paper copies of disclosures, notices, and other records instead of providing them electronically. All paper documents will be sent to the primary address on file at the time of delivery.

Your consent to receive electronic communications and transactions includes, but is not limited to:

• Account agreements
• Disclosures
• Periodic statement information
• Privacy policies
• Notices and changes to your account

3.1.2. Electronic Delivery of Documents.

Electronic documents may be downloaded during the process or may be emailed to you. Ratio encourages you to save or print documents for future reference.

3.1.3. Requesting Paper Copies.

You are not required to receive notices or disclosures or sign documents electronically and may request paper copies. You can request paper copies from Ratio Technologies, Inc. by contacting legal@ratiotech.com.

3.1.4. Responsibility to Update E-mail Address of Record.

By consenting to electronic delivery, you agree that Ratio will contact you via the email address provided. If you change your email address or other contact information, you must provide your new information. The change will not be effective until Ratio receives it and has had reasonable opportunity to act upon it.

Your email address of record must be the email address of an account owner with authority to conduct transactions and act on behalf of the account.

To update your email address or other contact information, log into your Ratio account.

3.1.5. Right to Withdraw Consent.

You may withdraw your consent to receive electronic documents, notices or disclosures at any time. To withdraw consent, notify Ratio that you wish to withdraw consent to provide future documents, notices, and disclosures in paper format.

After withdrawing consent, if you proceed forward and utilize the electronic signature system at any point in the future, you are once again consenting to receive notices, disclosures, or documents electronically.

3.1.6. System Requirements.

To receive and retrieve records electronically, you must have:

• An up-to-date device (computer, tablet, smart phone, etc.)
• An operating system capable of supporting an internet connection
• A standards-compliant web-browser supporting HTTPS protocol, HTML and cookies
• Viewing PDF documents requires additional software such as Adobe Reader or similar

3.1.7. Acceptance and Consent.

By electing to have records provided in electronic form, you agree to confirm your ability to receive these records electronically by following any procedures specified. When Ratio notifies you of any system changes, you must confirm your consent according to instructions provided or withdraw consent.

You confirm by using the system that you have the required hardware and software, including viewing, downloading, printing, and electronically receiving documents.

3.1.8. Electronic Signatures.

You authorize Ratio to use your electronic signature for all documents, agreements, attachments, addendums in any way connected to the transaction being entered with you until you close the account(s) or such time the events described in the Right to Withdraw Consent provision occurs.

Your consent permits an electronic signature in lieu of hand-written signatures on any one or more documents received.

You agree that your electronic signature will be enforceable as and to the full extent of a hand-written signature as an original for enforcement in state or federal court, arbitration or otherwise.

3.2. Contacting You.

By accepting this Agreement, you expressly consent to be contacted by Ratio, agents, representatives, affiliates, or anyone calling on Ratio's behalf for any and all purposes, at any telephone number provided, including a cellphone number.

You agree that Ratio may contact you in any way, including:

• SMS messages
• Calls using prerecorded messages or artificial voice
• Calls and messages delivered using auto telephone dialing system or automatic texting system

Automated messages may be played when the telephone is answered, whether by you or someone else.

Ratio may place such calls or texts to:

• Send you OTP text messages
• Provide notices regarding your Account or Account activity or transactions
• Investigate or prevent fraud regarding your Account
• Collect a debt owed by you to Ratio
• Provide any other informational or transactional message related to your Account

To opt-out of automated calls and texts, reply STOP to any text from Ratio at any time. You agree to receive a single final text message confirming your opt-out.

Standard telephone minute and text charges may apply. You, not Ratio, will be solely responsible for any carrier charges because of calls or texts from Ratio.

You warrant and represent that you are either:

• The account holder of any phone numbers provided to Ratio, or
• You have the express permission of the account holder to provide such numbers

You also agree that before you disconnect or transfer any phone number provided to Ratio, you will send all necessary texts or other communications to stop future text messages or calls to that number.

Ratio reserves the right, in its sole discretion, to cancel or suspend any or all of its texting program, in whole or in part, for any reason, with or without notice.

Ratio is not responsible for incomplete, lost, late, or misdirected text messages, including undelivered texts resulting from any form of filtering by your mobile carrier or service provider.

3.3. Recording Calls.

You understand and agree that Ratio may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Ratio or its service provider or agents for quality control and training purposes or its protection or recordkeeping purposes.

You acknowledge and understand that, while your communications with Ratio may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Ratio, and Ratio does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

4. Your Privacy and Our Privacy Policies.

Protecting your privacy is very important to Ratio. Please review the Privacy Policy to better understand Ratio's commitment to maintaining your privacy, as well as its use and disclosure of your Information.

5. Our Intellectual Property and Your Use of It.

"Ratio.com," "Ratio", "Ratio, Inc.", and all logos related to the Ratio Services are either trademarks or registered trademarks of Ratio or Ratio's licensors. You may not copy, imitate or use them without Ratio's prior written consent.

Also, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of Ratio. You may not copy, imitate, or use them without prior written consent.

6. Activities Restricted Throughout Ratio Services.

In connection with your use of the Website, your Ratio Account, Ratio, Ratio Services, or in the course of your interactions with Ratio, Ratio Sellers, other Customers, or third parties, you will not:

• Breach this Agreement, or any other agreement or policy that you have agreed to with Ratio, or engage in any activities that violate any applicable law, statute, regulation or ordinance
• Infringe Ratio's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy
• Act in a manner that is defamatory, trade libelous, threatening or harassing to Ratio
• Provide false, inaccurate or misleading information
• Pay any obligation to Ratio with stolen funds, ill-gotten gains, or fund procured through ID theft or fraud
• Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide
• Attempt to double dip during a dispute by receiving or attempting to receive funds from both Ratio and the Seller or bank for the same transaction
• Control an Account that is linked to another Account that has engaged in any of these Restricted Activities
• Conduct your business or use the Ratio Services in a manner that results in or may result in complaints, disputes, reversals, fees, fines, penalties or other liability to Ratio, other Customers, third parties or you
• Use your Account or the Ratio Services in a manner that Ratio, or any electronic funds transfer network reasonably believes to be an abuse of any bank transfer system or a violation of card association or network rules or the NACHA Rules
• Take any action that imposes an unreasonable or disproportionately large load on infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy the website without prior written permission; or use any device, software or routine to bypass robot exclusion headers, or interfere or attempt to interfere with the Website, mobile App or the Ratio Services
• Take any action that may cause Ratio to lose any of the services from its Internet service providers, payment processors, or other suppliers
• Harass or threaten Ratio's employees, agents, or other Customers

7. Liability.

7.1. Actions by Ratio - Account Closure, Termination of Service, Limited Account Access; Confidential Criteria.

If Ratio closes your Account or terminates your use of the Ratio Services for any reason, notice of actions will be provided.

Except as expressly provided otherwise in this Agreement, if Ratio limits access to your Account, notice of actions will be provided; you will also be provided with an opportunity to request restoration of access if, in Ratio's sole discretion, it deems it appropriate.

You acknowledge that Ratio's decision to take certain actions, including limiting access to your Account by placing holds, may be based on confidential criteria that are essential to its management of risk and the security of Customers' Accounts and the Ratio system.

You agree that Ratio is under no obligation to disclose the details of its risk management or security procedures.

7.2. Limitations of Liability.

IN NO EVENT SHALL WE, OUR PARENT AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF RATIO BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, EMOTIONAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR RELATING TO OUR WEBSITE, THE RATIO SERVICES, PRODUCTS OFFERED THROUGH RATIO, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS AND TO THE EXTENT PROHIBITED BY LAW.

Ratio, parent and affiliates, and their respective officers, directors, agents, joint venturers, employees and suppliers are not liable, and you agree not to hold these parties responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, reputation, profits, or other emotional or intangible losses or any special, indirect, or consequential damages), regardless of whether such damages were foreseeable and whether or not Ratio has been advised of the possibility of such damages, resulting directly or indirectly from:

• Your use of or inability to use Ratio's Website and Services
• Delays or disruptions in Ratio's Website and Services
• Viruses or other malicious software obtained by accessing Ratio's Website or Services or any site or service linked to it
• Glitches, bugs, errors, or inaccuracies of any kind in Ratio's Website or Services or in the information and graphics obtained from them
• The content, actions, or inactions of third parties
• A suspension or other action taken with respect to your Account
• Your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Subscriber Agreement or Ratio's Policies

Ratio reserves the right to modify its policies and this Subscriber Agreement at any time consistent with the provisions outlined herein.

Liability Cap: The liability of Ratio, parent and affiliates, and their respective officers, directors, agents, joint venturers, employees and suppliers, to you or any third parties in any circumstance will not exceed the amounts paid by you to Ratio under this Agreement.

7.3. No Warranty.

THE RATIO SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. RATIO, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF RATIO, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Ratio does not have any control over any Seller's products or services, and cannot ensure that a Seller you are dealing with will complete the transaction or is authorized to do so.

Ratio does not guarantee continuous, uninterrupted or secure access to any part of the Ratio Services, and operation of the Website may be interfered with by numerous factors outside of Ratio's control.

Ratio will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and debit cards are processed in a timely manner but makes no representations or warranties regarding the amount of time needed to complete processing because the Ratio Services are dependent upon many factors outside of Ratio's control, such as delays in the banking system or the U.S. mail service.

Certain Ratio Services may not be available based on residency, geographic location or other eligibility criteria.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights, and you may also have other legal rights that vary from state to state.

8. Leaving Ratio and Closing Your Account.

You may close your Account at any time by following the instructions in your Account profile. You will remain liable for all obligations related to your Account even after the Account is closed.

9. Disputes with Ratio.

9.1. Contact Ratio First.

If a dispute arises with Ratio, its goal is to learn about and address your concerns as soon as possible. Disputes regarding the Ratio Services may be reported by emailing claims@ratiotech.com.

9.2. Applicable Law.

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this Customer Agreement, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Customer Agreement and any claim or dispute that has arisen or may arise between you and Ratio.

9.3. Waiver of Jury Trials and Binding Arbitration.

You and Ratio each agree that any and all disputes or claims between you and Ratio arising from or in any way relating to this Agreement, your Ratio Account, the Ratio Services, the Website, any Order, or your transactions or relationships with Ratio, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court or before a jury.

This Agreement to arbitrate is intended to be broadly interpreted. Notwithstanding the choice of law provision above, the Federal Arbitration Act governs the interpretation and enforcement of this Agreement to arbitrate.

9.4. Class Action Waiver.

Any arbitration or court trial (whether before a judge or jury or pursuant to judicial reference) of any claim under this Customer Agreement will take place on an individual basis without resort to any form of class or representative action (the "Class Action Waiver").

The Class Action Waiver precludes any party from participating in or being represented in any class or representative action regarding such a claim.

The parties to this agreement acknowledge that this waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims.

The Parties acknowledge and agree that under no circumstances will a class action be arbitrated.

9.5. Arbitration of Commercial Claims.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid.

The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity.

Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

Any such arbitration will be conducted in San Francisco, CA, where you agree to personal jurisdiction and waive any claim of forum non conveniens.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

10. General Provisions.

10.1. Insolvency Proceedings.

If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, Ratio will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.

10.2. No Waiver.

Ratio's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

10.3. Assumption of Rights.

If Ratio pays out a refund on a dispute that you file against a Seller, you agree that Ratio assumes your rights against the Seller and third parties related to the payment, and may pursue those rights directly or on your behalf, in Ratio's discretion.

10.4. Release of Ratio.

If you have a dispute with one or more Sellers, you release Ratio (and Ratio's parent, affiliates, and their respective officers, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your dispute with such Seller.

In entering into this release, you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

10.5. Assignment.

You may not transfer or assign any rights or obligations you have under this Agreement without Ratio's prior written consent.

Ratio reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

10.6. Complete Agreement.

This Agreement, along with any applicable policies and agreements referenced herein, sets forth the entire understanding between you and Ratio with respect to the subject matter hereof, unless superseded by a later agreement, including any financing agreement for the Seller's Services.

In the event of any express conflict between this Customer Agreement and any later financing agreement, the latter shall govern.

Sections which by their nature should survive will survive the termination of this Agreement, including, but not limited to, Sections 7 and 9.

Unless stated otherwise in this Agreement, if any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.