Welcome to Nomod!

These Terms of Service govern the products and services (“Services”) provided to you by Nomod Inc. and its subsidiaries and affiliates (collectively, “Nomod”, “us” or “we”). We offer services that enable and facilitate merchants to manage businesses, conduct transactions and safely accept payments.

Nomod Inc. is incorporated in the Cayman Islands under company number 378288 and with its registered address at Vistra (Cayman) Limited, P. O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 1205, Cayman Islands.

By signing up for our Services, or by downloading, installing or otherwise accessing or using the Services, you agree that you have read, understand, and accept the terms and conditions described below (the “Terms of Service”) and you agree to be bound by these Terms of Service and all terms, policies and guidelines incorporated in the Terms of Service by reference, including the Card Services Terms, Pay Later Terms, Working Capital Terms, Service Provider Terms, and our Privacy Policy (collectively, the “Nomod Terms”).

If you do not understand any of these Terms of Service, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in these Terms of Service.

1. Definitions and Interpretation

1.1 In these Terms of Service, the following terms are defined below:

“Accounts” means together, the Payment Account and the Card Account;

“Account Balance” means amounts showing in the Payment Account at any given time;

“Balances” means together, the Account Balance and the Card Balance;

“Balance Currency” means the currency which you select for your Payment Account from the options provided in your Nomod Account settings;

“Bank Account” means your designated bank account to receive payouts from your Payment Account;

“Cards” means certain credit, debit, prepaid or gift cards bearing the trademarks of the Networks;

“Card Account” means the account set up to hold funds used to fulfil the transactions you authorise with your use of the Card Services;

“Card Balance” means the amounts showing in the Card Account at any given time;

“Confidential Information” means information, whether written or oral, in any form, including without limitation, information relating to the development, products, trade secrets, business plans, suppliers, customers, finances, personnel data, and other material or information considered proprietary by the disclosing party;

“Customer” means an end customer who purchases the Product;

“Membership” means any features with recurring Fees;

“Membership Fees” means the schedule of recurring Fees associated with a given Membership;

“Membership Fees Payment Date” means each date that you are required to pay any applicable Membership Fees for a given billing cycle;

“Network” means, and their respective affiliates, American Express Travel Related Payment Services Company, Inc. (‘American Express’), MasterCard International Inc. (‘MasterCard’), Visa Inc. (‘Visa’), Discover Financial Services (“Discover”), JCB Co., Ltd. (“JCB”), Diners Club International Ltd. (“Diners Club”), UnionPay International (“UnionPay”), or others as supported by our Payment Method Partners, as amended from time to time without prior notice;

“Network Rules” means all applicable bylaws, rules and regulations set forth by the Networks, as amended from time to time;

“Nomod Account” means the account associated with you on the Nomod platform;

“Payment Account” means the account set up to hold funds associated with your Nomod Account;

“Payment Method” means any Card or other method of payment that can be used to conclude a Transaction;

“Payment Method Partner” means any regulated payment service provider, including any Network, that Nomod works with to provide the Services;

“Payout Threshold” means the amount that the Account Balance must be at least equal to in order to qualify for a payout in a given payout cycle, as described here;

“Pricing Plan" means each schedule of Fees that can be applied to your Nomod Account;

“Product” means your product(s) and/or service(s) offered for sale to Customers;

“Receivables” means the total amount of receivables resulting from bona-fide sales of your goods and services, using widely accepted credit, debit, prepaid, or gift cards with a Network logo which are acceptable to Nomod (collectively, the “Accepted Cards”) or such other payment method deemed acceptable to Nomod;

“Reserve” means amounts in the Accounts that are retained by Nomod and if appropriate applied and/or set off against monies owing to Nomod;

“Sale Amount” means the amount in the Payment Currency that the Product is sold for;

“Secure Customer Authentication” means a form of two-factor authentication by a Customer for a Transaction, including PIN, password, or an additional authentication method, when prompted;

“Trademarks” means your trademarks, service marks, trade names and logotypes whether registered or otherwise;

“Transaction” means the sale of a Product to a Customer that is conducted via the Services.

1.2 In these Terms of Service, unless the context requires otherwise:

• Any clause, schedule or other headings in these Terms of Service is included for convenience only and shall have no effect on the interpretation of these Terms of Service;
• A reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
• A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
• A reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
• A reference to a gender includes each other gender;
• Words in the singular include the plural and vice versa;
• Any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
• A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
• A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
• A reference to legislation is a reference to such legislation as amended or re-enacted includes all subordinate legislation made from time to time under that legislation as amended or re-enacted.

2. Your Nomod Account

2.1 Only businesses and individuals conducting a legitimate business activity (including sole proprietors) are eligible to apply for an account with us (a “Nomod Account”) and use the Services described in these Terms of Service, and you may only use the Services for legitimate Transactions with your Customers. You confirm you are an authorised signatory for the business you represent. You are fully responsible for all activity that occurs under your Nomod Account, including for any actions taken by persons to whom you have granted access to the Nomod Account either knowingly or unknowingly.

2.2 The Services are not directed to individuals under the age of eighteen (18). You may not use the Services if you are under eighteen (18) years of age.

2.3 To register for a Nomod Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about your business that we may require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, directors, and your Nomod Account administrator. You must use your and your business’ true and accurate name when signing up for a Nomod Account. Until you have submitted, and we have reviewed and approved, all required information, your Nomod Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

2.4 At any time during the term of these Terms of Service and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals. We may also request that you provide copies of financial statements or records pertaining to your compliance with these Terms of Service, or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your Nomod Account.

2.5 You authorise us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorise and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Nomod Account. Nomod may periodically update this information as part of our underwriting criteria and risk analysis procedures.

2.6 You agree to keep the information in your Nomod Account current. You must promptly update your Nomod Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Nomod Account or terminate these Terms of Service if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur:

• You are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”);
• There is an adverse change in your financial condition;
• There is a planned or anticipated liquidation or substantial change in the basic nature of your business;
• You transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or
• You receive a judgement, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
• You become registered for VAT, or if you are already registered for VAT, you stop being registered for VAT, get a new VAT registration number or transfer your business as a going concern.

2.7 Responsibilities and disclosures to your Customers. When using the Services you agree to:

• Accurately communicate, and not misrepresent, the nature of the Transaction, and the Sale Amount in the appropriate currency before Nomod concludes the sale;
• Provide Customers a meaningful way to contact you in the event that the product or service is not provided as described;
• Not use the Services to sell products or services in a manner that is, or engage in acts or practices that are, unfair, deceptive or abusive, exposes Customers to unreasonable risks, does not disclose material terms of a purchase in advance, or does not provide Customers disclosures required by Law; and
• Maintain and make available to your Customers a reasonable return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a refund.

2.8 Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

2.9 Restricted Businesses and Activities: You may not use the Services to enable any person (including you) to benefit from any activities Nomod has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organisation, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Commission, or United Kingdom, or associated with or directly contributing to gross violations of internationally recognized human rights, including but not limited to war crimes, crimes against humanity, or genocide, as publicly reported, alleged or determined by a competent international court or authority, or credible governmental, intergovernmental, or internationally recognized human rights organizations. Please review the list of Restricted Businesses thoroughly before registering for and opening a Nomod Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Businesses list at any time.

2.10 Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to:

• Access or attempt to access non-public Nomod systems, programs, data, or services;
• Copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, documentation, or our website except as expressly permitted by applicable Laws;
• Act as service bureau or pass-through agent for the Services with no added value to Customers;
• Transfer any rights granted to you under these Terms of Service;
• Work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited;
• Reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws;
• Perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or
• Impose an unreasonable or disproportionately large load on the Service.

2.11 Suspicion of Unauthorised or Illegal Use: We may refuse, reverse, condition, or suspend any Transactions that we believe:

• May violate these Terms of Service or other agreements you may have with Nomod;
• Are unauthorised, fraudulent or illegal; or
• Expose you, Nomod, or others to risks unacceptable to Nomod. If we suspect or know that you are using or have used the Services for unauthorised, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Nomod Account, your Customers, and Transactions made through your use of the Services.

2.12 Electronic consent: You agree to receiving electronic communications from Nomod. We may provide disclosures and notices required by Law and other information about your Nomod Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Nomod Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact us. If we are not able to support your request, you may need to terminate your Nomod Account.

2.13 If you hold multiple Nomod Accounts, you agree that these Terms of Service apply to all of your Accounts. If you hold a Nomod Account that replaces or succeeds a previously opened Nomod Account, you agree that the opening of the succeeding Nomod Account does not release you from your obligations on the preceding Nomod Account. This includes the obligation to make payment of all amounts then or thereafter due and payable on the preceding Nomod Account, whether the indebtedness or other obligations exist at the time the succeeding Nomod Account is opened or arise later. This could arise from fees, fines, penalties, taxes, refunds, chargebacks, or other costs associated with your use of the Services. Any amounts owed to Nomod may be combined, applied, charged, or set off against the Balances associated with your succeeding Nomod Account without any further notice to or demand on you, without regard to the source or ownership of the funds in the accounts, and without the requirement that the claim be owed to us by all of the account owners.

3. Appointment

3.1 You appoint Nomod as your non-exclusive commercial agent for the sale of the Product, authorise Nomod to negotiate or conclude the sale of the Product on your behalf across all territories supported by Nomod and will ensure that your Customers are made explicitly aware that Nomod is acting as your commercial agent.

4. Services

4.1 With respect to the Appointment, Nomod will provide the following Services to you:

• Setting you up as a merchant on Nomod's platform with a Nomod Account and establishing a Payment Account;
• Acting as your non-exclusive commercial agent for the sale of the Product across all territories supported by Nomod from time to time during the term of these Terms of Service (for the avoidance of doubt nothing in these Terms of Service creates an obligation for Nomod to sell across all territories); and
• Negotiating or concluding the sale of the Product, including conducting Transactions and facilitating the acceptance of payments;
• Binding you to provide or deliver the Product to the Customer in connection to a concluded Transaction; and
• Receiving, holding, and disbursing to you any funds received on your behalf in connection with a Transaction in accordance with Section 7 Payout terms.

5. Fees and Fines

5.1 Nomod will provide the Services to you at the rates and for the fees (“Fee” or “Fees”) described on the Pricing page, linked here and incorporated into these Terms of Service. The Fees are based on your active Pricing Plan, and include charges for Transactions, recurring Membership Fees (if applicable), and for other events connected with your Nomod Account (such as handling a disputed charge or Chargeback (as defined below)). The Fees are shown exclusive of any value added tax (“VAT”) and Nomod reserves the right to charge VAT should there be a change in tax law or in the approach of the relevant tax authorities. You will ensure that VAT on Fees is correctly recorded and accounted for in accordance with the relevant VAT rules in your jurisdiction (for example, via the reverse charge mechanism), and you will contact us in the event you require additional information, invoices or materials in order to fulfil these obligations. We may revise the Fees at any time. However, we will provide you with at least 7 days advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

5.2 In addition to the Fees, you are also responsible for any additional fees, penalties or fines imposed in relation to your Payment Account on you or Nomod by Nomod or any Payment Method Partner resulting from your use of the Services in a manner not permitted by these Terms of Service or a Payment Method Partner’s rules and regulations.

5.3 In accepting these Terms of Service, you confirm that we will apply the appropriate Fee that is consistent with the Pricing Plan you select. This may be both recurring Membership Fees and per Transaction fees, and a single blended rate fee or fees that may differ across Payment Method Partners, categories and brands of Cards. Furthermore, you confirm that we do not need to set out in these Terms of Service individually specified information about the different Payment Method Partner fees that may apply.

5.4 If you subscribe to a Membership:

• You consent to us debiting your Payment Account on each Membership Fees Payment Date for the applicable Membership Fees, on a recurring basis;
• You may discontinue these recurring payments at any time, provided you do so by cancelling your Membership prior to the end of the day preceding the Membership Fees Payment Date. You will continue to benefit from the Membership until the next Membership Fees Payment Date;
• You will continue to pay the applicable Membership Fees during any period that your Nomod Account may be under review.

6. Transactions and After-Sales Support

6.1 You acknowledge and agree that once payment for a Transaction has been successfully accepted as indicated by the Services, and Nomod has received payment for the Transaction on your behalf as your commercial agent, such receipt constitutes settlement of the Customer’s obligation to you. You shall provide or deliver the Product to the Customer, whether or not Nomod has yet credited your Bank Account with the corresponding funds.

6.2 If Nomod fails to remit to you any amounts in connection with a completed Transaction, Nomod is solely liable to you for the funds, and the Customer shall not have liability therefor.

6.3 You shall provide a receipt that accurately describes each Transaction at the option of the Customer as required by the Network Rules. Nomod provides you with the option to create and send a receipt electronically for each Transaction.

6.4 Nomod will have no responsibility to provide ongoing customer service, complaints handling technical or other continuing support for the Product with the Customers, the responsibility for which lies entirely with you and you undertake to indemnify Nomod in full from and against any such claims or liability.

7. Payout Terms

7.1 Upon a completed sale of the Product, Nomod shall credit your Payment Account an amount equal to the Sale Amount less:

• The Fees; and
• Any other charges payable by you pursuant to these Terms of Service.

7.2 Nomod will report to you in the Balance Currency, however you will be able to access data on individual Transactions in the Payment Currency. If a Transaction requires currency conversion into your Balance Currency, Nomod will convert the amount at the prevailing exchange rate at the time the payment is received from the Customer plus any applicable foreign exchange fee as described on the Pricing page.

7.3 For the purpose of these Terms of Service, you explicitly authorise us and any financial institution that we work with to hold, receive and disburse funds as set forth in this Section 7 on your behalf. The above authorisation will remain in full force and effect until your Nomod Account is closed or terminated. Payouts to your Bank Account are executed, at least in part, by third party financial institutions (for example, the banks where you and us hold our bank accounts), therefore we shall not be responsible for the ultimate credit of funds to your Bank Account once we have paid out the funds to your bank.

7.4 You can choose the preferred payout method for your Nomod Account. Payouts will take place based on your chosen payout method according to the payout schedule associated with your active Pricing Plan

7.5 If you choose to payout the Account Balance to your Card Account, you will be choosing to use the Card Services provided by Nomod. By using the Card Services you agree to be bound by these Terms of Service, the additional terms and conditions governing the Card Services (“Card Services Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in these Terms of Service) used.

7.6 Payout of the Account Balance to your Bank Account may incur a fee imposed by the third party financial institutions involved, in particular if the payment is made via the SWIFT network. To the extent any fees are required to be charged, you will be responsible for them. Where available, if you opt to receive payment in a currency different to the Balance Currency, then we reserve the right to charge a foreign exchange fee as described on the Pricing page.

7.7 While you have funds in your Accounts, your Balances may be co-mingled and held with other Users’ funds in one or more pooled accounts in our name at one or more authorised credit institutions on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). Where available, your Balances will be safeguarded in accordance with industry best practice. We have sole discretion over the establishment and maintenance of any pooled accounts. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make your funds available to our creditors in the event of bankruptcy or for any other purpose and will not knowingly permit our creditors to attach your funds. You will not receive any earnings on any funds that we handle for you. As consideration for using the Services, you irrevocably assign to us all rights and legal interests to any and all earnings that may accrue or are attributable to our holding of your Balances in a Pooled Account or Reserve.

7.8 For any returns, refunds or Chargebacks (as defined below) of Products sold, you will be debited your portion of the sale.

7.9 Any payments or charges under this clause will be debited from your Payment Account and if at any point your Payment Account goes into debit Nomod may suspend all Services until the deficit is paid by you.

8. Refunds and Returns

8.1 By accepting Transactions with the Services, you shall process returns of and provide refunds for your Products through your Nomod Account in accordance with these Terms of Service and the Network Rules.

8.2 Network Rules require that you disclose your return or cancellation policy to Customers at the time of purchase. If your refund policy prohibits returns or is unsatisfactory to the Customer, you may still receive a Chargeback relating to such sales.

8.3 The amount of the refund/adjustment must include any associated Taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except, if applicable, by the exact amount required to reimburse the Customer for postage that the Customer paid to return the Product.

8.4 In case of an exchange, partial return or erroneous Transaction or Transaction amount you shall always refund the total amount of the original Transaction first and then initiate a new Transaction for any new goods and/or services sold or amounts actually chargeable.

8.5 You can process a refund through your Nomod Account up to one hundred twenty (120) days from the day you accepted the payment.

8.6 Fees are not refunded by Nomod when processing a refund, so you will need to ensure that your Account Balance is sufficient for the full purchase amount to always be returned to your Customer.

8.7 If your available Account Balance is insufficient to cover the refund, Nomod will restrict certain features of your Nomod Account and may withdraw up to the requested refund amount from a payment instrument registered with your Nomod Account or any connected Nomod Account, including your Card Account, and credit it back into your Customer’s card.

8.8 You must issue Customer refunds to the card account used to make the original purchase and only in the original amount of the corresponding charge for which you are submitting the refund. You may not submit a refund when there is no corresponding purchase on a card. Subject to applicable Law, you may not give cash refunds to Customers for goods or services they purchase using Card Transactions.

8.9 You understand and agree that a Customer may be entitled to a refund from their payment provider of the full amount of any authorised Transaction you initiate if: the authorisation did not specify the exact amount of the Transaction when the authorisation was given; and the amount of the Transaction exceeded the amount that the Customer could reasonably have expected, taking into account the Customer’s previous spending pattern, the conditions of the authorisation and the particular circumstances of the case.

8.10 If we determine that you are processing an excessive amount of refunds, we may restrict certain features of your Nomod Account.

9. Chargebacks

9.1 The amount of a Transaction may be reversed, or charged back to your Payment Account, if the Transaction (a) is disputed, (b) is reversed for any reason by a Network, a Payment Method Partner, a Customer or a financial institution, (c) was not authorised, or Nomod has any reason to believe that the Transaction was not authorised, or (d) is allegedly unlawful, suspicious or in violation of these Terms of Service (“Chargeback”).

9.2 Nomod provides a Managed Dispute process: You agree that you will assist us when requested, at your expense, to investigate any of your Transactions processed through the Services and acknowledge that your failure to assist us in a timely manner, including providing necessary documentation within five (5) days of a request, may result in an irreversible Chargeback. We will charge you a Fee of AED 277 or SAR 277 for investigating, managing, and mediating any Chargebacks.

9.3 You agree to comply with the Chargeback process and to the liability associated with such Chargebacks. Each Chargeback, and associated Fees, will be immediately debited from your Payment Account, and represents a debt immediately due and payable by you to Nomod, notwithstanding any termination of these Terms of Service. If a Chargeback is contested successfully, the Chargeback amount will be released back to your Payment Account. If a Chargeback is not resolved in your favour by the Network or Payment Method Partner, or you choose not to contest the Chargeback, we reserve the right to recover from you the Chargeback amount plus associated Fees.

9.4 You understand that you have no right to bill and/or otherwise collect from any Customer for any purchase or payment made unless we have exercised our Chargeback services and you otherwise have the legal right to do so.

9.5 You shall operate your Nomod Account in such a way that your Payment Account always has a nil or positive balance and is not put at risk of having a negative balance (taking into account any actual or potential Chargebacks to which your Nomod Account is likely to be subject as determined by analysis of the types, volumes, patterns and nature of your Transactions in the context of the Products that you sell). If you breach this condition, or where we determine that you are incurring a Chargeback rate greater than one percent, we reserve the right to implement additional conditions governing your Nomod Account, including but not limited to:

• Establishing new Fees and/or charging additional fees;
• Creating a Reserve to cover Fees, anticipated Chargebacks and related fees;
• Debiting your Card Balance to cover Fees, anticipated Chargebacks and related fees;
• Delaying payouts from your Payment Account via your preferred payout method;
• Imposing a Transaction limit on your Nomod Account;
• Reversing Transactions we deem to be suspicious, fraudulent, unlawful, not authorised, likely to result in a Chargeback, or in violation of these Terms of Service in any way; or
• Suspending the Services and/or terminating the Terms of Service with you.

9.6 A negative balance in either of your Accounts, or any account associated with your Nomod Account, represents a debt immediately due and payable by you to Nomod, notwithstanding any termination of these Terms of Service. You may also receive a payment due email and/or invoice from Nomod for the owed amount and any associated fees. You should ensure emails from Nomod are not being filtered out of your inbox or sent to a spam folder. If you do not receive an email or invoice, your payment will still be due immediately. Nomod will also take certain actions with respect to the owed amount, which can include, but is not limited to:

• Charge you late fees if we do not receive your payment on time;
• Charge you collection fees from the date of your breach or default;
• Charge you all reasonable costs and expenses we, or our agents, incur in responding to enquiries, dealing with matters, and recovering amounts owed, in relation to your use of the Services, Card Services, Pay Later Services, and Working Capital Services;
• Restrict your use of one or more of the Services, Card Services, Pay Later Services, and Working Capital Services;
• Implement any of the conditions described in Section 9.5 above;
• Bring a claim in court or arbitration against you, or pursue another action that is not prohibited by law. If we prevail, you agree to pay our court costs, expenses and attorney fees, unless the law does not allow us to collect these amounts.

9.7 You acknowledge that Nomod has the right to combine, apply, charge or set off against your Accounts any indebtedness or other obligations which you or any owner owe us, at any time, without any further notice to or demand on you, whether the indebtedness or other obligations exist at the time the Nomod Account is opened or arise later. The indebtedness includes, without limitation, all charges incurred on any account you hold, or previously held, with Nomod. You agree that Nomod may combine, apply, charge or set off against the Accounts any claim which we have against you without regard to the source or ownership of the funds in the accounts and without requirement that the claim be owed to us by all of the account owners. You also agree that Nomod may combine, apply, charge or set off any indebtedness or other obligations which you owe us against any other account or property in which you have an ownership interest that is in Nomod’s possession or control.

10. Retention of Funds

10.1 Nomod reserves the right to retain, and without prior notice to you in each individual case, reverse certain Transactions and/or apply and/or set off any amount from your Receivables and/or the funds that are in your Accounts against monies owing to, or are anticipated to be owed to, Nomod if:

• We reasonably consider that it may be required to cover future refunds, Chargebacks, charges against the Payment Account or Card Account, or other liabilities you may owe to us;
• We believe that the funds do not adhere to these Terms of Service; and/or
• We consider, acting reasonably, that the Services are being used in a fraudulent or illegal manner or that the sale of the Product is fraudulent or illegal under any relevant Law or regulation.

10.2 Where possible we shall communicate to you amounts retained as the Reserve, and where appropriate and where we are legally able to do so, the reason for retention of funds.

10.3 We will keep any retained amounts only for a reasonable time as determined at our sole discretion, and will promptly pay over to you any remaining retained amounts after any reversals and/or available set off. For the avoidance of doubt, Nomod is not obliged to pay any amounts associated with Product or activities which we consider in our sole discretion to be fraudulent or illegal under any laws or regulations.

10.4 If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Nomod Account, including any (a) funds credited to your Nomod Accounts, (b) funds due to you, (c) funds available in your Bank Account linked to your Nomod Account or (d) other payment instrument registered with Nomod for this purpose.

10.5 You will grant us a security interest in and lien on and/or a set-off right against any and all funds held in any Reserve and also authorise us to make any deductions, withdrawals or debits from the Reserve, any of your Nomod Accounts, or any bank account linked to any of your Nomod Accounts using your Direct Debit Instruction (or equivalent), to collect amounts that you owe Nomod, without prior notice to you. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.

10.6 Notwithstanding any funds retained by us for such circumstances, all amounts due under these Terms of Service shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) and you agree to pay us, upon demand, any monies owed to us due to refunds, Chargebacks, commissions, or fees for services rendered.

11. Dormant Accounts

11.1 Where you have no sales for a period of six (6) consecutive months (the “Dormancy Period”), Nomod reserves the right to restrict or deactivate your Nomod Account for security purposes, at which point it will be classified as a "Dormant Account" in accordance with applicable regulations.

11.2 If the Balances associated with your Dormant Account are positive, Nomod will attempt to contact you using your registered details to arrange the settlement of your Balances.

11.3 If you remain unreachable following these attempts, your funds will be securely segregated and held in a dedicated safeguarding suspense account in compliance with applicable law.

11.4 If your Balances remain unclaimed for the statutory period defined by the relevant regulatory authorities, Nomod may be legally required to transfer the unclaimed Balances to the applicable central bank or regulatory body. Once transferred, any subsequent claims to recover the funds must be directed to that relevant authority in accordance with their prevailing procedures.

12. Taxes

12.1 You are responsible for determining any and all taxes assessed, incurred or required to be collected, paid or withheld for any reason for your use of the Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply or calculate, collect, report or remit any Taxes to any tax authority arising from any transaction. Nomod specifically disclaims any liability for Taxes.

13. Compliance with Network Rules and Law

13.1 Fair Use:

• Subject to applicable Law and Network Rules, you will honour all valid and current Cards without discrimination when properly presented by a Customer for payment and not establish a minimum or maximum Transaction amount as a condition for honouring Cards.
• You will provide your full range of Products to Customers at prices no greater than normal cash prices or as otherwise permitted by the Networks.
• If you indicate a price to a Customer that is not a price applicable to all methods of payment you accepted (whether due to a charge or a reduction), then before you accept a Card Transaction, you must display a statement explaining any methods of payment to which an indicated price does not apply and the difference in price either as an amount or a percentage as required by the Network Rules.
• You will only use the Services to submit Transactions in respect of Products that you provide to your Customers. Any differences in prices must not exceed the costs borne by you for the use of that specific Card.

13.2 Restricted, Unauthorised or Illegal Use:

• You will comply with all applicable Law and only accept Cards for Transactions that are allowed by applicable Law.
• You will not:
  • Process Transactions for anything other than the genuine purchase of your Products;
  • Split a Transaction into two or more Transactions, unless explicitly permitted by the Network Rules;
  • Accept a Transaction or present Transaction data that was not undertaken directly between you and your Customer;
  • Process cash advances or otherwise accept or process Transactions in order to give your Customer cash;
  • Refund Transactions to a Card that was not originally used to make such Transactions;
  • Accept money from a Customer in connection with processing a refund to the Customer’s account;
  • Request a Customer to disclose their Card’s personal identification number (‘PIN’) at any point in a Transaction;
  • Act as a payment processor, payment facilitator or otherwise resell the Services to any third party; or
  • Use the Services to handle, process or transmit funds for any third party.
• We may decide to reverse, not authorise, or not settle, any Transaction that you submit to us, and/or to close or suspend your Nomod Account, if we believe that the Transaction is in violation of these Terms of Service or any other agreement with Nomod or that it exposes you, your Customers, other Nomod users, our Payment Method Partners or Nomod to harm. Harm includes fraud and other criminal acts, including submitting Transaction data that you know or ought reasonably to have known is illegal.
• If we suspect that your Nomod Account has been used in violation of these Terms of Service, or for, but not limited to, an unauthorised, fraudulent, illegal or criminal purpose, you give us express authorisation to share information about you, your Nomod Account and any of your Transactions with law enforcement and, as deemed necessary by Nomod or our Payment Method Partners.
• We may decide to claim damages from you, and/or charge you an administration fee of up to USD 500 in case we apply any of the above.
• You agree and acknowledge that you may be liable for fraudulent Transactions that could have been prevented if you had properly allowed your Customer to use Secure Customer Authentication. To this end, you agree to allow Customers to enter their PIN, password, or utilise an additional authentication method, when prompted.

13.3 Recurring Billing or Subscription Charges:

• If you elect to process recurring Customer Transactions (“Subscription Charges”), you must:
  • Obtain the Customer’s consent to charge their card for the same or different amounts at specified or different times; and
  • Notify the Customer that they are able to discontinue such recurring payments at any time, provided they do so prior to the end of the business day preceding the payment day.
• You must discontinue processing the recurring Transactions of a Customer immediately upon such Customer’s request that you do so.
• You must retain evidence of the Customer’s consent for 18 months from the date you process the last recurring Transaction.
• If these Terms of Service are terminated for any reason, you must notify all Customers for whom you process recurring Transactions of the date on which you will no longer be accepting recurring payments.
• You accept any recurring Card payment Transactions from your Customers at your own risk.

13.4 Assignment of Receivables: With the exception of your participation in a merchant cash advance or other similar merchant financing program offered by Nomod or its affiliates or unless required by applicable Law, you will not assign Card receivables or proceeds due to you under these Terms of Service to any third party.

13.5 Applicable Network Rules:

• By using the Services, you agree to comply with all applicable bylaws, rules and regulations set forth by the Networks, as amended from time to time (“Network Rules”).
• The Networks amend their rules and regulations from time to time. Nomod may be required to change these Terms of Service in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at Visa, Mastercard, and American Express.
• In the event of inconsistency between a Network Rule and these Terms of Service and except as otherwise agreed between Nomod and the Network, the Network Rule will take precedence.
• The Networks have the right to enforce any provision of the Network Rules and to prohibit you from engaging in any conduct the Networks deem could injure or could create a risk of injury to the Networks, including reputational injury or that could adversely affect the integrity of the interchange system, information the Networks deem to be confidential or both. You agree not to take any action that could interfere with or prevent the exercise of this right by the Networks.
• You agree to cooperate with Nomod and the Networks in respect of any issues arising out of a breach of security in relation to the holding of any confidential data.
• Before prompting your Customer to provide card information, you will prominently and clearly disclose to your Customers, at all points of interaction, your physical address.

13.6 Network Logos and Marks: Your use of Network logos and marks (“Marks”) is governed by the Network Rules; you must familiarise yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Marks. You will not contest the ownership of the Marks for any reason and any Network may at any time, immediately and without advance notice, prohibit you from using its Marks for any reason. Nomod may require you to make modifications to your website or other advertising and signage in order to comply with Network Rules related to the Marks.

13.7 PCI Compliance: If you store, process or transmit Customers’ Personal Data (as defined in our Privacy Policy), you will comply with the applicable Payment Card Industry Data Security Standards (“PCI-DSS”), as well as any requirements under the Network Rules. You will cooperate in forensic investigations as required by Nomod. For additional information, including tools to help you assess your compliance, see Visa CISP and MasterCard SDP.

13.8 Failure to Comply with Network Rules or Security Standards: You understand that your failure to comply with the Network Rules or the PCI-DSS security standards, including the compromise of any Card information, may result in fines or other losses to Nomod. You will indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions or omissions. You must have in place appropriate technical and organisational measures that ensure an appropriate level of security for the processing of Customers’ Personal Data and that protects Customers’ Personal Data against accidental or unlawful destruction, accidental loss or alteration, or unauthorised disclosure, access or processing.

14. Representations, Warranties and Indemnity

14.1 You represent and warrant to Nomod that:

• You are the owner of each Product in connection with the use of the Services or that you are legally authorised to act on behalf of the owner of such Product for the purposes of these Terms of Service;
• The Product is free from defect and fit for purpose;
• You have all necessary right, power and authority to enter into these Terms of Service and to perform the acts required of you hereunder and to permit Nomod to perform the Services contemplated under these Terms of Service;
• Your use of the Services, the delivery and performance by you of the terms and conditions under these Terms of Service does not and will not conflict with or violate any agreement or other instrument with a third party applicable to you or otherwise infringe upon the rights of any third party;
• You have complied and will continue to comply with all applicable Laws, statutes, ordinances, and regulations (including, without limitation, any relevant data protection or privacy laws); and
• You will at all times comply with all applicable Nomod policies.

14.2 In addition to Section 14.1 of these Terms of Service, with each Card Transaction you conduct through the Services, you represent, warrant and covenant to Nomod that:

• The Card Transaction represents a bona fide sale;
• The Card Transaction accurately describes the goods and/or services provided to the Customer;
• You will fulfil all of your obligations to the Customer and will resolve any dispute or complaint directly with the Customer;
• You and the Card Transaction comply with all applicable Law, rules and regulations applicable to you and your business, including any applicable Tax, wage and hour and tip laws and regulations;
• Except in the ordinary course of business, you are not submitting a Transaction that represents a sale to any principal, partner, proprietor or owner of your entity or business; and
• You are not submitting a Transaction involving your own Cards (except for reasonable test swipes).

14.3 You agree to indemnify, defend and hold harmless Nomod, its employees, consultants, officers and directors, or users from and against any and all claims, costs, expenses, losses, damages, liabilities, penalties, interest, settlements, judgments and fees (including reasonable legal fees) arising from:

• Any information that you or anyone using your account may submit or access in the course of using the Services;
• Your breach of any representation or warranty in, or violation of the terms of these Terms of Service or any agreement or other instrument with a third party applicable to you;
• Any violation or failure by you to comply with all Laws and regulations in connection with your use of the Services, whether or not described herein;
• Any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to any Transaction submitted by you through the Services (including the accuracy of any content or product, service or Transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you); and
• Any disputes in respect of the Product.

15. Disclaimer of Warranties and Limitation of Liability

15.1 Nomod disclaims any and all warranties, express, implied or statutory regarding the Services to the full extent permitted by law. Without limiting the generality of the foregoing, the Services are provided "as-is" and without warranties of any kind, including, without limitation, any warranties of performance or implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Further, Nomod does not make, and has not made, any representation or warranty that the Services are accurate, complete, reliable, current, error-free, or virus-free or that the operation of the Services will be uninterrupted. Some jurisdictions do not allow exclusion of an implied warranty, so this disclaimer may not apply to you.

15.2 To the fullest extent permitted by applicable Law, in no event will Nomod, its partners, service providers, affiliates or any of their respective directors, officers, employees, consultants or agents be liable to you for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with these Terms of Service, regardless of whether either party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort otherwise. To the fullest extent permitted by applicable Law, Nomod’s aggregate (i.e., not per-claim) liability under, arising from, or related to these Terms of Service will be limited, in respect of each event or series of connected events, to the greater of: (a) the total of all amounts payable by you under these Terms of Service in the three-month period immediately preceding the event giving rise to such liability (or, in the case of a series of connected events, the first such event); and (b) USD 500.

16. Waiver and Severability

16.1 If any provision of these Terms of Service is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. Nomod's acquiescence in the breach of a provision of these Terms of Service or failure to act upon such breach does not waive Nomod's right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Nomod to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

17. Confidentiality

17.1 All Confidential Information provided by one party to any other party under these Terms of Service is deemed to be confidential. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information.

17.2 Each party shall exercise the same degree of care to avoid the publication or dissemination of the Confidential Information of the other party as it affords to its own Confidential Information of a similar nature which it desires not to be published or disseminated, which in any event shall not be less than reasonable care.

17.3 Confidential Information disclosed under these Terms of Service shall only be used by the receiving party within the purpose of these Terms of Service or the performance of its obligations hereunder. The receiving party agrees not to use the disclosing party’s Confidential Information except in the course of performing hereunder and will not use such Confidential Information for its own benefit or for the benefit of any third party.

17.4 The obligation of the parties not to disclose Confidential Information shall survive the termination or cancellation of these Terms of Service. However, no party shall be obligated to protect Confidential Information of the other party which:

• Is rightfully received by the receiving party from another party without confidential obligation to such party; or
• Is known to or developed by the receiving party independently without use of the Confidential Information; or
• Is, or becomes generally known to the public by other than a breach of duty hereunder by the receiving party; and
• Furthermore, a receiving party may disclose Confidential Information that is required to be disclosed pursuant to a requirement of a government agency or law so long as the receiving party provides prompt notice to the disclosing party of such requirement prior to disclosure.

18. Privacy

18.1 Nomod will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Personal Data and any Customers’ Personal Data you may transfer to us, as described in our Privacy Policy.

19. Your Content

19.1 Through your use of the Services and our Sites (as defined in our Privacy Policy), you may share, upload or provide suggestions, recommendations, feedback, stories, photos, documents, logos, trademarks, products, loyalty programs, promotions, advertisements and other materials or information (“Content”). You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You undertake to indemnify Nomod from and against any claim that our proper use of your Content under such licence infringes any third party rights. You retain all rights in your Content, subject to the rights you granted to us in these Terms of Service. You may modify or remove your Content via your Nomod Account or by terminating your Nomod Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

19.2 You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services or Sites any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libellous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offence or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Nomod’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgement, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services or Sites, or which may expose Nomod, its affiliates or its Users to harm or liability of any nature.

19.3 Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Nomod may also monitor such Content to detect and prevent fraudulent activity or violations of Nomod’s Terms of Service. You understand that by using the Services or Sites, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

20. Termination

20.1 These Terms of Service are effective upon the date you first access or use the Services and continue until terminated by you or Nomod.

20.2 You may terminate these Terms of Service at any time by closing your Nomod Account and ceasing to use the Service. If you use the Services again or register for another Nomod Account, you are consenting to these Terms of Service.

20.3 We may terminate these Terms of Service or close your Nomod Account at any time for any reason by providing you advance notice (the period of notice as required by applicable Law).

20.4 We may suspend your Nomod Account and your ability to access funds in your Payment Account, or terminate these Terms of Service, if:

• We determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Nomod Account;
• You use the Services in a prohibited manner or otherwise do not comply with any of the provisions of these Terms of Service, the Card Services Terms, the Pay Later Terms, the Working Capital Terms, the Service Provider Terms, or any other agreement with Nomod;
• Any Law or Payment Method Partner requires us to do so; or
• We are otherwise entitled to do so under these Terms of Service.

20.5 A Payment Method Partner may terminate your ability to accept a Payment Method, at any time and for any reason, in which case you will no longer be able to accept the Payment Method under these Terms of Service.

20.6 Termination or expiry of these Terms of Service shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

21. Rights and Obligations on Termination or Expiration

21.1 Termination or expiration of these Terms of Service shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.

21.2 Upon termination or expiration of these Terms of Service, each party will within thirty (30) days return or destroy all Confidential Information provided that we may retain such Confidential Information to the extent necessary to comply with our legal and regulatory obligations, and for the purpose of fraud monitoring, detection and prevention, in accordance with our Privacy Policy.

22. General

22.1 The parties agree that these Terms of Service constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

22.2 Each party acknowledges that it has not entered into these Terms of Service in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms of Service. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these Terms of Service.

22.3 You may not assign, subcontract or encumber any right or obligation under these Terms of Service, in whole or in part, without Nomod's prior written consent. Any assignment in violation of this Section 22.3 is void.

22.4 A party shall not be in breach of these Terms of Service nor liable for delay in performing, or failure to perform, any of its obligations under these Terms of Service if such delay or failure result from an event, circumstance or cause beyond a party’s reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. However, nothing in this section will affect or excuse your liabilities in relation to or your obligation to pay fees, fines, disputes, refunds, reversals, Chargebacks or returns under these Terms of Service.

22.5 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

22.6 Except as expressly provided in these Terms of Service, the rights and remedies provided under these Terms of Service are in addition to, and not exclusive of, any rights or remedies provided by law or in equity.

22.7 If any provision or part-provision of these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Service.

22.8 Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with these Terms of Service.

22.9 The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

22.10 Any notice (save for notices given in legal proceedings or arbitration) given to a party under or in connection with these Terms of Service shall be by email or in writing (by courier delivery or given by hand) to the address given for the relevant party herein or such other address that a party notifies the other party of at any time and shall be given and deemed received on delivery.

22.11 We have the right to change or add to the terms of these Terms of Service at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with notice of any changes through the Nomod Services, via email, or through other reasonable means. Your use of the Services after a change has taken effect, constitutes your acceptance of the terms of the modified Terms of Service. You can access a copy of the current terms of these Terms of Service on our website at any time. You can find out when these Terms of Service were last changed by checking the date at the top of the Terms of Service.

23. Governing Law, Entities, and Jurisdiction

23.1 Subject to the Jurisdiction Specific Terms below which apply depending on where you are based and/or receive services from us, these Terms of Service shall be governed by and construed in accordance with the laws of England & Wales, and the parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Terms of Service.

23.2 Jurisdiction Specific Terms

• United Arab Emirates:
  • Nomod Billing LLC, incorporated in Dubai, United Arab Emirates under company number 897466, with its registered address at Level One, Building Two, Emaar Square, Downtown Dubai, P.O. Box 4048, Dubai, UAE, provides services from the United Arab Emirates.
  • Nomod Payments LLC, incorporated in Dubai, United Arab Emirates under company number 1439775, with its registered address at Level One, Building Two, Emaar Square, Downtown Dubai, P.O. Box 4048, Dubai, UAE, has been granted in-principle approval by the Central Bank of the UAE, under a Category 3 Retail Payment Services and Card Schemes License, to provide regulated services from the United Arab Emirates.
  • If you are based in or receive our services from the United Arab Emirates, you agree that any dispute arising out of or in connection with these Terms of Service shall be resolved exclusively by the Courts of the Dubai International Financial Centre (”DIFC Courts”). The parties hereby irrevocably submit to the jurisdiction of the DIFC Courts for the purpose of any dispute, claim, or legal action arising out of or in connection with these Terms of Service.
• Kingdom of Saudi Arabia:
  • Nomod Company, incorporated in the Kingdom of Saudi Arabia under company number 1010867033, with its registered address in Building No. 2976, Jarir St. Al Malaz District, Riyadh, Kingdom of Saudi Arabia, 12831, provides services from the Kingdom of Saudi Arabia.
  • If you are based in or receive our services from the Kingdom of Saudi Arabia, you agree that any dispute arising out of or in connection with these Terms of Service shall be resolved exclusively by the Saudi Arabian courts. The parties hereby irrevocably submit to the jurisdiction of the Saudi Arabian courts for the purpose of any dispute, claim, or legal action arising out of or in connection with these Terms of Service.
• United Kingdom:
  • Nomod Ltd, incorporated in the United Kingdom under company number 12299604, with its registered address at 27 Old Gloucester Street, London, England, WC1N 3AX, provides services from the United Kingdom.
  • If you are based in or receive our services from the United Kingdom, you agree that any dispute arising out of or in connection with these Terms of Service shall be resolved exclusively by the English courts. The parties hereby irrevocably submit to the jurisdiction of the English courts for the purpose of any dispute, claim, or legal action arising out of or in connection with these Terms of Service.
• United States of America:
  • Nomod LLC, incorporated in Delaware, United States of America under company number 5620094, with its mailing address at 4023 Kennett Pike #50181, Wilmington, Delaware, 19807, United States, provides services from the United States of America.
  • If you are based in or receive our services from the United States of America, these Terms of Service shall be governed by and construed in accordance with Delaware law and you agree that any dispute arising out of or in connection with these Terms of Service shall be resolved exclusively by the Delaware courts. The parties hereby irrevocably submit to the jurisdiction of the Delaware courts for the purpose of any dispute, claim, or legal action arising out of or in connection with these Terms of Service.
• If you are incorporated in, or have assets in a country other than the one(s) listed above, we may choose to enforce any judgement in that relevant country.

24. Questions and Complaints

24.1 If you have any questions or wish to make a complaint about the Services we provide, please contact us.

By using the card services (“Card Services”) provided by Nomod Inc. and its subsidiaries and affiliates (collectively, “Nomod”, “us” or “we”), you agree to be bound by the Terms of Service (“Terms of Service”), these additional terms and conditions (“Card Services Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in the Terms of Service) used.

Card Services may only be used for business purposes, and by using the Card Services on behalf of a business, that business accepts these terms.

Defined terms will have the same meaning as those found in the Terms of Service, unless otherwise re-defined herein.

1. Card Services

Nomod offers Card Services that allow you to authorise the purchase of goods and services in-person as well as online.

These Card Services facilitate the payout of your Account Balance as described in Section 7 of the Terms of Service.

We are not a bank and do not offer banking services.

You must open a Nomod Account before accessing the Card Services.

The Accounts linked to your Nomod Account are not covered by a compensation scheme.

Funds held in your Accounts do not constitute deposits and will not earn interest.

2. Your Authorisation

In connection with the Card Services, you authorise us to act as your agent for the limited purposes of making payments on your behalf.

Your authorisation permits us to generate virtual payment cards (“Virtual Cards”) linked to your Card Account to fulfil transactions that you authorise.

Your authorisations will remain in full force and effect until you close a Virtual Card or your Nomod Account is closed or terminated.

Virtual Cards are not issued to you and are not for consumer use.

They are issued to Nomod and are used exclusively by Nomod to make payments on your behalf.

You cannot use Virtual Cards in any way beyond their intended purpose.

3. Our Role

Upon activating the Card Services, Nomod will create one or more Virtual Cards issued to Nomod, each being denominated in a chosen issuing currency (“Issuing Currency”), load your Card Account linked to the Virtual Card with funds from the available Account Balance in your Payment Account, and use it to fulfil the transactions you authorise.

Nomod is the cardholder in this transaction.

4. Transaction Fees

The following fees are applicable when using the Card Services:

5. Conversion to US Dollars

Transactions made in currencies other than USD will ultimately be converted by the Networks or Payment Method Partners that processes the transaction into USD.

The Networks may consider transactions occurring in United States of America territories to be an international transaction.

Conversion to USD may occur on a date other than the date of the transaction, thus the actual conversion rate may differ from the rate in effect at the time of the transaction.

You agree to pay the converted amount plus any applicable conversion charges and Transaction Fees applied by Nomod, the Networks and Payment Method Partners that processes the transaction.

6. Payment

Each time a payment is made by Nomod on your behalf, the amount of the transaction will be settled from your Card Account.

If Nomod is not able to settle a transaction from your Card Account, your use of the Card Services and/or your Nomod Account may be suspended.

7. Availability of Card Services

We may restrict your access to Card Services if we need to conduct an investigation or resolve any pending dispute related to your use of the Card Services.

We may also restrict access to Card Services as necessary to comply with applicable law or court order, or if requested by any government entity.

8. Authorisation Limits

For security and fraud protection, we may apply a limit on the amount you can authorise in a transaction and/or on the total amount you can authorise over a period of time.

These limits are subject to increase or decrease at our discretion based on an algorithmic review process and a manual review process.

These limits will be communicated to you directly or displayed on the Nomod site.

9. Processing Errors

We will attempt to fix processing errors we discover. If the error resulted in your payment of an amount larger than what you authorise we will credit the difference to your Card Account.

If the error resulted in your payment of an amount less than what you authorised Nomod will debit the extra funds from your Card Account or your Payment Account.

We will only correct transactions that are processed incorrectly if you notify us with a) your name and Nomod Account information, b) a description of the error or transaction and why you believe it is an error or why you need more information and c) the amount of the suspected error.

Please notify us of such an error by emailing us at [email protected] as soon as possible.

Your failure to notify us of a processing error within sixty (60) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

10. Card Services Dispute Resolution Process

If you believe that there is an error, or unauthorised transaction activity is associated with your Card Account, you must contact us immediately. You agree to comply with our process (the “Card Services Dispute Resolution Process”) for any payments in relation to any Card Services provided by Nomod. If you’re unable to resolve a transaction related issue directly with a merchant, please notify us via [email protected]. This is our process for resolving such issues (“Card Services Disputes”):

a. Open a Card Services Dispute within ninety (90) days of the date of the transaction in question by contacting us at [email protected]. Depending on your claim, we may ask you to wait ten (10) business days from the transaction date to proceed with the Card Services Dispute.

b. Respond to our requests for other information. Nomod may require you to provide receipts, third party evaluations, police reports, or other documents depending on the situation. You must respond to these requests in a timely manner as requested in our correspondence with you.

c. Comply with Nomod’s shipping requests in a timely manner. If you’re filing a Not as Described claim, we may require you, at your expense, to ship the item back to the seller, or to a third party (specified by Nomod) and to provide signature confirmation proof of delivery.

d. Nomod will make a final decision on your Card Services Dispute, in its sole discretion, based on the coverage and eligibility requirements set forth above, any additional information provided during the Card Services Dispute Resolution Process, or any other information Nomod deems relevant and appropriate under the circumstances.

11. Excessive Card Services Disputes

If we believe you might incur, or you are incurring, an excessive number of Card Services Disputes, we may establish additional conditions governing your Nomod Account, including terminating or suspending the Card Services and/or your Nomod Account.

12. Restricted Use

You will not act as a payment facilitator or otherwise resell the Card Services to any third party.

You will not use the Card Services to handle, process or transmit funds for any third party.

13. Unauthorised or Illegal Use

You will only use the Card Services for transactions that are allowed by law.

We may decide not to authorise or settle any transaction that you submit to us if we believe that the transaction is in violation of these Card Services Terms or any other agreement with Nomod, or that it exposes you, our customers, our Payment Method Partners, other Nomod users, merchants, or Nomod to harm.

Harm includes fraud and other criminal acts. If we suspect that the Card Services have been used for an unauthorised, illegal, or criminal purpose, you give us express authorisation to share information about you, your Nomod Account, and any of your transactions with law enforcement and, as deemed necessary by Nomod, to our Payment Method Partners.

14. Additional Indemnity

In addition to the Terms of Service, you will indemnify, defend, and hold us and our Payment Method Partners (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Card Services.

15. Withholding & Set Off

In the event any of your Nomod Accounts has a negative balance, Nomod reserves the right to withhold refunds or credits to settle the negative balance.

You acknowledge that, except as otherwise prohibited by law, Nomod will have the right to apply, charge or set off against your Accounts any indebtedness or other obligations which you or any owner owe us, at any time, without any further notice to or demand on you, whether the indebtedness or other obligations exist at the time the account is opened or arise later.

The indebtedness includes, without limitation, all charges incurred on any account you hold with Nomod.

You agree that Nomod may set off against the Accounts any claim which we have against you without regard to the source or ownership of the funds in the account and without requirement that the claim be owed to us by all of the account owners.

You also agree that, to the extent allowed by law, Nomod may set off any indebtedness or other obligations which you owe us against any other account or property in which you have an ownership interest that is in Nomod’s possession or control.

16. Additional Representations, Warranties, and Covenants

In addition to the Terms of Service, with each Virtual Card transaction you process through the Card Services, you represent, warrant and covenant to us that:

(a) the Virtual Card transaction represents a bona fide sale;

(b) the Virtual Card transaction accurately describes the goods and/or services obtained from the merchant;

(c) you will fulfil all of your obligations to the merchant and will resolve any dispute or complaint directly with the merchant;

(d) you and the Virtual Card transaction comply with all federal, state, and local laws, rules, and regulations applicable to you, including any applicable tax, wage and hour, and tip laws and regulations;

(e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and

(f) you are not submitting a transaction involving your own merchant.

17. Termination of Card Services

Nomod may terminate your use of the Card Services at any time for any reason.

Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination, Chargebacks, and any other amounts owed to us as provided in these Card Services Terms or the Terms of Service.

If your access to Card Services has been terminated, you may still be permitted to use Nomod’s other products, subject to our discretion.

By using the working capital services (“Working Capital Services”) provided by Nomod Inc. and its subsidiaries and affiliates (collectively, “Nomod”, “us” or “we”), you agree to be bound by the Terms of Service (“Terms of Service”), the Card Services terms and conditions (“Card Services Terms”), these additional terms and conditions (“Working Capital Terms”) and all other terms, policies, and guidelines applicable to the Services (as defined in the Terms of Service) used.

Together, these contain the terms of your agreement with Nomod for use of the Working Capital Services.

Defined terms will have the same meaning as those found in the Terms of Service or Card Services Terms, unless otherwise re-defined herein.

1. Definitions

“Existing Obligation Amount” is the sum of any amounts already owed by you to Nomod before a new Working Capital Line is made available to you;

“Outstanding Balance” means the Repayment Balance for a given Working Capital Line, less the sum of any amounts already received by Nomod as repayment in accordance with Section 5 (the “Obligation to Repay”);

“Receivables” means the total amount of receivables resulting from bona-fide sales of your goods and services, using widely accepted credit, debit, prepaid, or gift cards with a Network logo which are acceptable to Nomod (collectively, the “Accepted Cards”) or such other payment method deemed acceptable to Nomod;

“Repayment Balance” means, at any time, the total amount that has been utilised of a given Working Capital Line, plus any fees or amounts that Nomod may charge or add under these Working Capital Terms;

“Repayment Date” means each date indicated in the Working Capital Overview that the Scheduled Repayment Amounts for a given Working Capital Line are due to be paid to Nomod;

“Scheduled Repayment Amount” means the portion of the Repayment Balance that needs to be paid on a given Repayment Date, as specified in the Working Capital Overview;

“Working Capital Available Limit” means, at any given time, the Working Capital Limit minus the Outstanding Balance;

“Working Capital Limit” means the amount of credit being offered to you in the specified currency, by Nomod, in the corresponding Working Capital Line;

“Working Capital Line” means each credit facility provided to you by Nomod under these Working Capital Terms;

“Working Capital Overview” means the fees, repayments, limits, and other terms governing your Working Capital Line displayed in the Nomod app;

“Working Capital Transaction” means a purchase made using the Working Capital Line provided under the Working Capital Services;

“Working Capital Transaction Fee” means the fees applied to each Working Capital Transaction payable to Nomod for providing the Working Capital Line and administering the Working Capital Services, as indicated in the Working Capital Overview.

2. Working Capital Services

2.1 The Working Capital Services are credit facilities provided to you by Nomod to be used for business purposes only, and by using the Working Capital Services on behalf of a business, that business accepts these terms. Any proceeds from these Working Capital Terms, including the amount of credit provided by Nomod under these Working Capital Services, will not be used for personal, family or household purposes. You understand that you are not receiving a consumer loan, and that statutory and regulatory protections for consumers will not apply to your loan. You also understand that Nomod (and/or its agents and assignees) will not confirm whether the use of any funds provided conforms to this section. You agree that a breach of the provisions of this section will not affect Nomod’s (and/or any of its agents or assignees) right to (i) enforce your promise to pay for all amounts owed under these Working Capital Terms, regardless of the purpose for which the funds are in fact obtained or (ii) use any remedy legally available to Nomod (and/or its agents and assignees), even if that remedy would not have been available had the funds been provided for consumer purposes.

2.2 The Working Capital Services are offered by Nomod to certain eligible businesses, determined by us at our sole discretion.

2.3 If you are eligible for the Working Capital Services, you will be notified in the Nomod app. By accepting the Working Capital Terms, you will be able to access the Working Capital Services. Your agreement with and acceptance of these Working Capital Terms will continue in full force and effect until these Working Capital Terms are terminated. These Working Capital Terms will apply to all Working Capital Lines that are presented to you during the period commencing on the date you accept these Working Capital Terms and ending on the date that these Working Capital Terms are terminated. The terms of your current Working Capital Line will be displayed in the Nomod app.

3. Disbursement & Utilisation

3.1 At inception of the Working Capital Line, the Working Capital Limit will be made available to you. We will add the Working Capital Limit to the Card Balance of a Virtual Card (as defined in the Card Services Terms) that we generate specifically for use with the Working Capital Services (the “Working Capital Virtual Card”). The Working Capital Virtual Card can be used to conduct Working Capital Transactions with the Working Capital Line.

3.2 Each time you conduct a Working Capital Transaction, you will be charged the Working Capital Transaction Fee, in addition to any applicable Transaction Fees (as defined in the Card Services Terms). The sum of (a) the amount of the purchase, (b) the Working Capital Transaction Fee on that purchase, and (c) the applicable Transaction Fees on that purchase, will be deducted from the Working Capital Available Limit. The transaction will be declined if your Working Capital Available Limit is too low.

3.3 The Working Capital Limit is determined by us at our sole discretion, based on a number of factors, including, but not limited to, the activity on your Nomod Account. Any new Working Capital Limit made available to you may be higher or lower than your previous Working Capital Limit.

3.6 We may suspend your ability to use the Working Capital Services without prior notice.

4. Refunds

4.1 Refunds of transactions made using the Working Capital Line are subject to the merchant’s refund policy. Any refund issued by a merchant will be reflected in both the Working Capital Available Limit and the Repayment Balance. The Working Capital Transaction Fee will not be refunded.

5. Obligation to Repay

5.1 You agree to pay Nomod the Scheduled Repayment Amounts on their corresponding Repayment Dates, as indicated in the Working Capital Overview, and any other amount resulting from late or missed payments. You must pay the amounts owed on time without the need for any specific demand from us. A new Working Capital Line will not be made available to you until all existing amounts owed to Nomod by you have been paid.

5.2 Each day, Nomod will withdraw an amount from your Account Balance (as defined in the Terms of Service) while you have an Outstanding Balance that is greater than zero, in order to meet the Scheduled Repayment Amount.

5.3 If your Account Balance is insufficient to meet the Scheduled Repayment Amount on any given Repayment Date, the missed payment will not be deducted from your Outstanding Balance, and will remain due and payable. Any missed payments must be made in full on or before the Repayment Dates indicated in the Working Capital Overview in your Nomod app.

5.4 The Nomod app will indicate the Repayment Balance, Scheduled Repayment Amounts, the Repayment Dates, any other amount resulting from late or missed payments and the ways that you can pay the amounts owed to Nomod. You may also receive a payment due email before a Repayment Date containing this information. You should ensure emails from Nomod are not being filtered out of your inbox or sent to a spam folder. If you do not receive an email, your payment will still be due on the Repayment Date.

5.5 We will only accept payments using a method indicated in the Nomod app. We will not accept any other form of payment.

5.6 Nomod reserves the right to debit (a) the Card Account linked to your Working Capital Virtual Card and/or (b) your Accounts, as defined in the Terms of Service, to recover amounts owed, without prior notice.

5.7 We may accept and process payments without losing any of our rights. We may resubmit and collect returned payments electronically. If necessary, we may adjust your Repayment Balance to correct errors, process returned and reversed payments, and handle similar issues.

5.8 Nomod reserves the right to withhold any amount from your Receivables and/or Account Balance while you have an Outstanding Balance that is greater than zero. Any such amount will be used to reduce the amount of your Outstanding Balance.

6. Early Repayment

6.1 You may repay the Repayment Balance in full or in part at any time before the Repayment Date by using the repayment option in the Nomod app.

7. Termination of Agreement

7.1 Except as otherwise stated herein, these Working Capital Terms shall remain in full force and effect until all amounts owed to Nomod have been paid.

7.2 Nomod may choose to terminate these Working Capital Terms at any time, and by doing so, all amounts owed to Nomod will become immediately payable.

7.3 You may terminate these Working Capital Terms at any time by paying all amounts owed to Nomod.

8. Consent for Electronic Signatures

8.1 Electronic Signature. In order to receive the credit provided by Nomod under the Working Capital Services, Nomod must provide certain disclosures required by law. By submitting your application, which you hereby adopt as your electronic signature, you consent and agree that:

• Nomod can provide all disclosures required by law and other information about your legal rights and duties to you electronically, including by e-mail, a website portal or mobile phone application

• Your electronic signature on agreements and documents has the same effect as if you signed them in ink and is evidence of your intention to be bound by these Working Capital Terms

• Electronic disclosures have the same meaning and effect as if you were provided paper disclosures

• Disclosures are considered received by you within twenty-four (24) hours of the time posted to Nomod’s website, or within twenty-four (24) hours of the time emailed to you unless Nomod receives notice that the email was not delivered

• Nomod reserves the right to cancel this electronic disclosure service, change the terms of use of this service or send disclosures in paper form at any time

• Nomod is responsible for sending notice of the disclosures to you electronically, but Nomod is not responsible for any delay or failure in your receipt or review of the email notices

8.2 Access to Disclosures. You understand that in order to access and retain the electronic disclosures you will need the following:

• A computer or mobile device with internet or mobile connectivity

• For desktop website-based communications: Latest web browser that includes 256-bit encryption. The browser must have cookies enabled. Use of browser extensions may impair full website functionality. Minimum recommended browser standards are Mozilla Firefox latest version, Apple Safari latest version, or Chrome latest version

• For mobile-based communications: A latest device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store; and the latest version of Safari or Chrome on iOS or the latest version of Chrome for Android

• Access to the email address and phone number used to create your Nomod Account

• Sufficient storage space to save communications and/or a printer to print them

• Use of spam filters may block or re-route emails from senders not listed in your email address book

8.3 Confirmation. You hereby confirm that you have access to the necessary equipment to receive, access and print any disclosures that may be provided in electronic form. You understand that withdrawing your consent to receive electronic communications will be deemed a breach of your obligations under these Working Capital Terms.

9. Covenants

9.1 Covenants. You agree to comply with the performance covenants set forth in this Section 9 (the “Covenants”). In this regard, you irrevocably agree that until these Working Capital Terms has been terminated, you shall:

• No Transfer. Not sell, transfer, assign or grant a security interest in the Receivables or the Account Balance to another party;

• Seller Agreement. Comply with the Nomod Terms of Service, the Card Services Terms, these Working Capital Terms, and all other terms, policies and guidelines applicable to the Services (as defined in the Terms of Service) used;

• Card Processing. Use Nomod exclusively for the processing of all of your payment card transactions pursuant to the Nomod Terms of Service and otherwise prevent the diversion of any of your Receivables to any provider other than Nomod;

• Card Acceptance. Not take any action to discourage use of Cards as payment for Transactions or permit any event to occur that could have an adverse effect on the acceptance, authorisation or use of Cards by Customers, with the exception that you may impose any charge on card transactions permitted by the applicable Network Rules;

• Purpose of Business. Maintain your business in substantially the same manner as it existed as of the date of accepting these Working Capital Terms;

• Business Conduct. Conduct your business in a manner consistent with past practice unless you provide prior written notification to Nomod (and its agents and assignees, as applicable);

• Nomod Account. Maintain your Nomod Account in good standing pursuant to the Terms of Service and any applicable additional terms;

• Network Compliance. Remain in full compliance with applicable Network Rules and not be classified as a “higher risk” or other similar designation by any Network;

• Business Name. Conduct your business under the name provided herein and maintain any and all of your physical or virtual places of business, unless you provide prior written notification to Nomod;

• Control of Business. Not allow another person or company, including without limitation a franchisor company (if you are a franchisee), to assume or take over the operation and/or control of your business or business location, whether physical or virtual;

• Sale of Business. Not sell, dispose, convey or otherwise transfer any of your business or assets (other than in the ordinary course of business), or grant any lien not in effect on the date of accepting these Working Capital Terms on any Receivables, without Nomod’s prior written consent;

• Requests from Nomod. Respond to Nomod (including its agents, assignees and service providers) within two (2) business days, or such longer period as determined solely in Nomod’s discretion, of receiving a reasonable request from Nomod for information and provide all such requested information;

• Cooperation. Cooperate fully with Nomod (including its agents, assignees and service providers) to take all necessary actions to effectuate each of its obligations hereunder, including but not limited to signing any and all documents Nomod deems necessary and furnishing Nomod with such information (including updated financial statements) as Nomod may reasonably request from time to time;

• Inspection. Permit Nomod (including its agent and assignee), at Nomod’s discretion, to perform a site inspection of your business, without notice to you, at any reasonable time until these Working Capital Terms has been terminated;

• Taxes. Promptly pay all applicable federal, state, and local taxes, including but not limited to employment, sales, and use taxes;

• Credit Default. Repay each Repayment Balance when due as agreed in these Working Capital Terms; and

• Decline in Receivables. Not cause, either by direct action or inaction, the amount of Receivables processed through your Nomod Account in any thirty (30) day period to be fifty (50) percent or less of the monthly minimum amount of Receivables processed through your Nomod Account in the twelve (12) months prior to such period

10. Representations and Warranties

10.1 You represent and warrant that as of the date of accepting these Working Capital Terms and so long as any of the Repayment Balance remains outstanding:

• Capacity. You or your Representative executing these Working Capital Terms has the legal capacity to do so, is at least eighteen (18) years of age, and is authorised on behalf of your business to do so, with all necessary power and authority to bind the business to these Working Capital Terms;

• Encumbrance of Receivables. You have not sold, will not sell, and are not subject to any other contract that provides for the sale, assignment or any other transfer of any interest in your Receivables or your Account Balance. Your Receivables and Account Balance are not subject to any claims, charges, liens, restrictions, encumbrances or security interests in favour of a third party and no holder of such interest in your Receivables and Account Balance is currently exercising its remedies in connection with such interest. Receivables are and will be bona fide and existing obligations of your Customers arising out of the sale of goods and/or services in the ordinary course of your business;

• Reliance on Information. You acknowledge that Nomod (including its agents, assignees and service providers) has and will continue to rely upon the validity, accuracy and completeness of all information (financial and otherwise) provided by you, your Representative or on behalf of your business in connection with Nomod’s obligations hereunder;

• Approvals. You possess and are in compliance with all permits, licences, approvals, consents and any other authorisations necessary to conduct your business. You are in compliance with, and the execution of these Working Capital Terms and consummation of the transaction contemplated herein will not conflict with, (i) any and all applicable federal, state and local laws and regulations, (ii) any agreements to which you are a party, and (iii) your articles or certificate of incorporation, bylaws, or other organisational documents. You possess all requisite permits, authorisations and licences to own, operate and lease your properties and to conduct the business in which it is presently engaged;

• Authorisation. You have the power and authority to enter into and perform your duties and obligations under these Working Capital Terms and any documents required to facilitate the transactions contemplated by these Working Capital Terms. You are not a party to any contract or aware of any existing situation that would prevent you or your business from entering into or performing your obligations under these Working Capital Terms. You have taken all necessary action to authorise your respective execution and delivery of, and performance under, these Working Capital Terms;

• Other Proceedings and Bankruptcy. There is no action, suit, claim, investigation or legal, administrative, or arbitration proceeding pending or currently threatened whether at law or in equity or before any federal, state, local, foreign or other court, governmental department, commission, board, bureau, agency or instrumentality against you or your business. You have not declared bankruptcy within the past seven (7) years and are not currently contemplating the filing of a bankruptcy proceeding or closing or materially modifying your business. You and your business are solvent and financially capable of fulfilling your obligations under these Working Capital Terms;

• Good Standing. Your business is validly existing and in good standing under any applicable laws of its state of organisation. You and your business have all requisite power and authority to own, lease, pledge and operate its properties and assets and to carry on its business as presently conducted;

• Conflicts With Other Agreements. The execution and delivery of, the consummation of the transactions contemplated hereunder, and compliance with the provisions of these Working Capital Terms, do not and will not conflict with other agreements to which you are a party or beneficiary, or result in any of the following: (i) violation or default of other agreements to which you are a party; (ii) entitlement of any person or entity to receipt of notice or right of consent; (iii) a right of termination, cancellation or acceleration of any obligation or to loss of a benefit; (iv) any increased, additional, accelerated or guaranteed rights or entitlement of any person or entity; or (v) creation of any claim on the properties or assets of you or your business;

• Compliance With Laws. You and your business are in compliance with all statutes, rules, regulations, orders or restrictions of all applicable Governmental Authorities and all Network Rules. All federal, state, local and foreign tax returns and tax reports, and all taxes due and payable arising there from required to be filed by you have been or will be filed and paid, on a timely basis (including any extensions). All such returns and reports are and will be true, correct and complete. You and your business have no material liabilities and, to the best of your knowledge, know of no material contingent liabilities, except current liabilities incurred in the ordinary course of business;

• Purpose of Proceeds. Any credit extended under these Working Capital Terms is solely for business purposes and not for personal, family or household use

11. Additional Terms

11.1 Security Interest. You agree to take such action as may be reasonably requested by us to perfect the security interest you have granted to Nomod in these Working Capital Terms, including but not limited to:

• To secure your obligations to repay the Repayment Balance, you hereby grant, assign and pledge to Nomod, a continuing and unconditional lien on and security interest in and to all your business assets, including your Receivables and any other funds in your Accounts;

• These Working Capital Terms shall constitute written notice to all interested parties of the Nomod’s security interest in all your business assets, including your Receivables and your Accounts;

• You acknowledge and agree that so long as any of your Repayment Balance remains outstanding, your Accounts and any funds held from time to time therein shall be under the sole dominion and control of Nomod. Neither you nor any other person or entity, acting by, through or under your business, shall have any control over the use of, or any right to withdraw any amount from your Accounts. Notwithstanding the foregoing, this Section 11.1c shall be deemed to be waived by Nomod until such time as the occurrence of a breach of your obligations under these Working Capital Terms;

• The security interest created in favour of Nomod by these Working Capital Terms secures the payment and performance of all amounts owed to Nomod (or its agent or assignee) of your Repayment Balance under these Working Capital Terms and in respect of the Accounts (including reasonable attorney’s fees and expenses) so long as any amounts owed to Nomod remain outstanding.

11.2 Transactional Information. You hereby agree to provide to Nomod, from time to time upon request, transaction files maintained by you, and any other information related to past payment processing volumes or the transactions contemplated by these Working Capital Terms, whether for the purpose of audit or otherwise.

11.3 Effect of Multiple Nomod Accounts. Any attempt to receive your payment card processing proceeds through multiple Nomod Accounts shall entitle Nomod to consider any such Nomod Accounts as part of your Nomod Account for purposes of these Working Capital Terms. Nomod (including its agent or assignee) may, at its option, (i) provide you with notice that additional Nomod Accounts are now considered part of your Nomod Account under these Working Capital Terms or (ii) exercise its other remedies under these Working Capital Terms. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.

11.4 Satisfaction of Existing Obligation. In order to receive funds under these Working Capital Terms, you must fully satisfy any Existing Obligation Amount. Funds under these Working Capital Terms will not be made available until you have fully repaid such Existing Obligation Amount. The Existing Obligation Amount due will be deducted from the credit amount provided by Nomod under these Working Capital Terms for such repayment before any remaining proceeds are made available to you.

11.5 Authorisation to Obtain Credit Report. You give Nomod authorisation to obtain reports and related information about you, your business, your financial associates, and in certain limited circumstances other members of your family or business, from one or more credit reporting agencies to consider any credit extended, or intended to be extended, through these Working Capital Terms. Details of our search and your use of the Working Capital Services may be added to their records about you, including the details of any financial associates. This may be seen by other organisations that make searches about you. It is important that you provide us with accurate information. If you believe that we have reported inaccurate information about you to a credit bureau or other reporting agency, notify us in writing at [email protected]. When you write in, please tell us the specific information that you believe is incorrect and why you believe it is incorrect.

12. Breach of Agreement, Enforcement, and Set Off

12.1 We will be entitled to require you to immediately pay all amounts that you owe to us, if:

• You do not make a scheduled repayment when it is due;

• Any payment you make is rejected, not paid, or cannot be processed;

• You are the subject of a court action which has the effect of taking away from your control of the whole or a substantial part of your assets;

• You file or become the subject of a bankruptcy or insolvency proceeding, including a petition for your winding up being presented to the court, a resolution for your voluntary winding up being passed, or a receiver or an administrator being appointed in respect of some or all of your assets;

• If you are a partnership, upon the taking of any steps to dissolve or wind-up the partnership;

• You undergo a change of control;

• You commence negotiations with one or more of your creditors with a view to rescheduling any of your indebtedness;

• You are unable or unwilling to repay your obligations, including upon death or legally declared incapacity;

• We determine, in good faith, that you made a false, incomplete or misleading statement to us, or you otherwise tried to defraud us;

• We reasonably consider that due to an act or omission of you, or connected with you, our reputation would be at risk if we were to continue with these Working Capital Terms;

• You do not comply with any term of these Working Capital Terms, the Terms of Service, the Card Services Terms, or any other agreement with us;

• You permanently reside outside the country that you selected as your country of residence or place of business when you signed up to use the Services (as defined in the Terms of Service)

12.2 Effect of Breach. If you breach any of your obligations, or any of your representations, warranties or covenants found in these Working Capital Terms, Nomod or its agent or assignee shall be entitled to, in our sole discretion, without notifying you unless required by law, take certain actions with respect to the credit provided to you under the Working Capital Services. This can include, but is not limited to, the following actions:

• Charge you late fees if we do not receive a repayment on time;

• Charge you collection fees from the date of your breach or default;

• Charge you all costs and expenses we, or our agents, incur in responding to enquiries, dealing with matters, and recovering amounts owed, in relation to your use of the Working Capital Services and breach of these Working Capital Terms;

• Restrict your use of one or more of the Services, Card Services, and Working Capital Services;

• Amend your Repayment Date;

• Demand immediate repayment of the Repayment Balance. You agree to pay the Repayment Balance within five (5) business days after receipt of such notice, or such longer period of time as requested by Nomod or its agent or assignee;

• Bring a claim in court or arbitration against you, or pursue another action that is not prohibited by law. If we prevail, you agree to pay our court costs, expenses and attorney fees, unless the law does not allow us to collect these amounts

12.3 Enforcement. Nomod and its agents and/or assignees each have the right to enforce the repayment of the Repayment Balance pursuant to the terms of these Working Capital Terms, and in the instance of nonpayment of Repayment Balance will enforce those rights against your business assets, including but not limited to the property and interests described in Section 11.1 above. This does not limit your duties and performance obligations under these Working Capital Terms, including but not limited to your payment obligation in Section 5 and Nomod’s enforcement rights.

12.4 You acknowledge that, except as otherwise prohibited by law, Nomod will have the right to apply, charge or set off against your Accounts any indebtedness or other obligations which you or any owner owe us, at any time, without any further notice to or demand on you, whether the indebtedness or other obligations exist at the time the account is opened or arise later. The indebtedness includes, without limitation, all charges incurred on any account you hold with Nomod. You agree that Nomod may set off against the Accounts any claim which we have against you without regard to the source or ownership of the funds in the account and without requirement that the claim be owed to us by all of the account owners. You also agree that, to the extent allowed by law, Nomod may set off any indebtedness or other obligations which you owe us against any other account or property in which you have an ownership interest that is in Nomod’s possession or control.

13. Miscellaneous

13.1 Modifications, Amendments. We may vary these Working Capital Terms to reflect alterations in the nature and extent of the Services supplied by us having regard to our systems capabilities and market practice or to rectify errors, inconsistencies, ambiguities or omissions.

13.2 Waiver. Our failure to assert, or delay in exercising, any right or provision under these Working Capital Terms shall not constitute a waiver of such right or provision. No waiver of any term of these Working Capital Terms shall be deemed a further or continuing waiver of such term or any other term.

13.3 Consequences of Your Withdrawal of Consent to Receipt of Electronic Communications. You agree that Nomod may provide communications relating to these Working Capital Terms and the transactions contemplated herein electronically. Nomod reserves the right to close your Nomod Account if you withdraw consent to receive electronic communications, which closure shall be treated in all respects by Nomod as a breach by you of a covenant in Section 9 of these Working Capital Terms, and which shall entitle Nomod to exercise the remedies set forth in Section 12 of these Working Capital Terms, and which in turn, shall obligate you to pay the Repayment Balance in full.

13.4 Notices. Except as otherwise stated, notices to Nomod must be sent electronically to [email protected].

13.5 Binding Effect. These Working Capital Terms shall be binding upon and inure to the benefit of Nomod and their respective successors and assigns, except that you shall not have the right to assign your rights hereunder or any interest herein without the prior written consent of Nomod, which consent may be withheld in Nomod’s sole discretion. Nomod (including its agents, assignees and service providers) reserves the right to sell, transfer or assign these Working Capital Terms and any obligation hereunder with or without prior notice to you.

13.6 Costs to Enforce Payable by You. Nomod shall be entitled to receive from you, and you shall pay, all reasonable costs associated with a breach by you of any of your obligations, covenants, or representations and warranties, under these Working Capital Terms and the enforcement thereof, including but not limited to returned cheque fees, court costs and attorneys’ fees. For this purpose, “reasonable costs” shall include the costs, including attorneys’ fees, associated with defending, protecting, or enforcing Nomod’s rights under these Working Capital Terms including in any bankruptcy proceeding. If you file an action or commence arbitration against Nomod and the matter is dismissed, or Nomod prevails in the matter, you agree to pay all of the Nomod’s attorneys’ fees and costs incurred in the matter, whether in court or arbitration.

13.7 Indemnification. In addition to all rights and remedies available to the parties hereto at law or in equity, you shall indemnify Nomod (and its respective employees, directors, agents, affiliates and representatives) (collectively, the “Indemnified Persons”), and hold harmless from and against and pay on behalf of, or reimburse each such Indemnified Person, as and when incurred, for any and all loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of such Indemnified Persons or any third party, including but not limited to penalties, reasonable attorneys’ fees, expenses, and all amounts paid in investigation, defence, enforcement, or settlement of any of the foregoing, that any such Indemnified Persons may suffer, sustain, incur or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: any misrepresentation or breach of warranty by you under these Working Capital Terms; or any non-fulfilment, default or breach of any covenant or agreement by you in these Working Capital Terms.

13.8 Enforceability of Representations. All representations, warranties, and covenants herein will be enforceable upon the execution and delivery of these Working Capital Terms and will continue in full force and effect until these Working Capital Terms has been terminated.

13.9 Severability. Should any provision of these Working Capital Terms be determined to be invalid or unenforceable under any law, rule, or regulation, including any Network Rule, such determination will not affect the validity or enforceability of any other provision of these Working Capital Terms. In the event that any provision of these Working Capital Terms is held to be invalid, illegal, prohibited, or unenforceable for any reason in any jurisdiction, such provision, as to such jurisdiction, shall, to the fullest extent permitted by applicable law, be ineffective without invalidating the remaining provisions of these Working Capital Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

13.10 Complete Agreement. These Working Capital Terms, and any addendum and forms provided herewith, along with any other Nomod agreements referenced herein, contain the complete agreement and understanding between you and Nomod, and supersedes all prior contracts and understandings relating to the matter of these Working Capital Terms unless otherwise specifically reaffirmed or restated herein.

13.11 Governing Law and Jurisdiction: Subject to the Jurisdiction Specific Terms below which apply depending on where you are based and/or receive services from us, these Working Capital Terms shall be governed by and construed in accordance with the laws of England & Wales, and the parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Working Capital Terms. Jurisdiction Specific Terms: If you are based in or receive services from us in the United Arab Emirates, you agree that any dispute arising out of or in connection with these Working Capital Terms shall be resolved exclusively by the Courts of the Dubai International Financial Centre (”DIFC Courts”). The parties hereby irrevocably submit to the jurisdiction of the DIFC Courts for the purpose of any dispute, claim or legal action arising out of or in connection with these Working Capital Terms. If you are incorporated in, or have assets in a country other than the one(s) listed above, we may choose to enforce any judgement in that relevant country

13.12 Limitation on Time to Initiate a Dispute. Unless otherwise required by law, an action or proceeding by you relating to any dispute arising under these Working Capital Terms must commence within six (6) months after the cause of action occurs or becomes enforceable.

13.13 Survival. This Section and Sections 13.5 Binding Effect, 13.6 Costs to Enforce Payable by Merchant, 13.7 Indemnification, 13.9 Severability, 13.10 Complete Agreement, 13.11 Governing Law, 13.12 Limitation on Time to Initiate a Dispute shall survive after you repay the Repayment Balance in full, including after the termination of these Working Capital Terms.

13.14 Disputes. If you have any dispute of any kind under these Working Capital Terms, you agree to promptly notify Nomod in writing of the dispute and all related facts.

By using the pay later services (“Pay Later Services”) provided by Nomod Inc. and its subsidiaries and affiliates (collectively, “Nomod”, “us” or “we”), you agree to be bound by the Terms of Service (“Terms of Service”), the Card Services terms and conditions (“Card Services Terms”), these additional terms and conditions (“Pay Later Terms”) and all other terms, policies, and guidelines applicable to the Services (as defined in the Terms of Service) used.

Together, these contain the terms of your agreement with Nomod for use of the Pay Later Services.

Defined terms will have the same meaning as those found in the Terms of Service or Card Services Terms, unless otherwise re-defined herein.

1. Definitions

“Existing Obligation Amount” is the sum of any amounts already owed by you to Nomod before a new Pay Later Line is made available to you;

“Outstanding Balance” means the Repayment Balance for a given Pay Later Line, less the sum of any amounts already received by Nomod in repayment of that Repayment Balance;

“Pay Later Available Limit” means, at any given time, the difference between the Pay Later Limit and the total amount that has been utilised of a given Pay Later Line;

“Pay Later Limit” means the amount of credit being offered to you in the specified currency, by Nomod, in the corresponding Pay Later Line;

“Pay Later Line” means each credit facility provided to you by Nomod under these Pay Later Terms;

“Pay Later Summary” means the summary of terms in relation to your Pay Later Line displayed in the Nomod app;

“Pay Later Transaction” means a purchase made using the Pay Later Line provided under the Pay Later Services;

“Pay Later Transaction Fee” means the fees applied to each Pay Later Transaction payable to Nomod for providing the Pay Later Line and administering the Pay Later Services, as indicated in the Pay Later Summary;

“Receivables” means the total amount of receivables resulting from bona-fide sales using widely accepted credit, debit, prepaid, or gift cards with a Card Network logo which are acceptable to Nomod (collectively, the “Accepted Cards”) or such other payment method deemed acceptable to Nomod;

“Repayment Balance” means, at any time, the total amount that has been utilised of a given Pay Later Line, plus any fees or amounts that Nomod may charge or add under these Pay Later Terms;

“Repayment Date” means the date indicated in the Pay Later Summary that the Repayment Balance for a given Pay Later Line is due to be paid to Nomod.

2. Pay Later Services

2.1 The Pay Later Services are credit facilities provided to you by Nomod to be used for business purposes only, and by using the Pay Later Services on behalf of a business, that business accepts these terms. Any proceeds from these Pay Later Terms, including the amount of credit provided by Nomod under these Pay Later Services, will not be used for personal, family or household purposes. You understand that you are not receiving a consumer loan, and that statutory and regulatory protections for consumers will not apply to your loan. You also understand that Nomod (and/or its agents and assignees) will not confirm whether the use of any funds provided conforms to this section. You agree that a breach of the provisions of this section will not affect Nomod’s (and/or any of its agents or assignees) right to (i) enforce your promise to pay for all amounts owed under these Pay Later Terms, regardless of the purpose for which the funds are in fact obtained or (ii) use any remedy legally available to Nomod (and/or its agents and assignees), even if that remedy would not have been available had the funds been provided for consumer purposes.

2.2 The Pay Later Services are offered by Nomod to certain eligible businesses, determined by us at our sole discretion.

2.3 If you are eligible for the Pay Later Services, you will be notified in the Nomod app. By accepting the Pay Later Terms, you will be able to access the Pay Later Services. Your agreement with and acceptance of these Pay Later Terms will continue in full force and effect until these Pay Later Terms are terminated. These Pay Later Terms will apply to all Pay Later Lines that are presented to you during the period commencing on the date you accept these Pay Later Terms and ending on the date that these Pay Later Terms are terminated. The terms of your current Pay Later Line will be displayed in the Nomod app.

3. Disbursement & Utilisation

3.1 At inception of each Pay Later Line, the Pay Later Limit will be made available to you. We will add the Pay Later Limit to the Card Balance of a Virtual Card (as defined in the Card Services Terms) that we generate specifically for use with the Pay Later Services (the “Pay Later Virtual Card”). The Pay Later Virtual Card can be used to utilise the Pay Later Line.

3.2 Each time you conduct a Pay Later Transaction, you will be charged the Pay Later Transaction Fee, in addition to any applicable Transaction Fees (as defined in the Card Services Terms). The sum of (a) the amount of the purchase, (b) the Pay Later Transaction Fee on that purchase, and (c) the applicable Transaction Fees on that purchase, will be deducted from the Pay Later Available Limit. The transaction will be declined if your Pay Later Available Limit is too low.

3.3 On the Repayment Date, any remaining and unused Pay Later Available Limit will be set to zero. To be eligible for a new Pay Later Line you must pay all amounts owed to Nomod in accordance with Section 4 (the “Obligation to Repay”).

3.4 Once all amounts owed to Nomod in accordance with Section 4 (the “Obligation to Repay”) have been paid by you, a new Pay Later Line may be made available to you. You will be able to access this in the Nomod app.

3.5 The Pay Later Limit is determined by us at our sole discretion, based on a number of factors, including, but not limited to, the activity on your Nomod Account. Any new Pay Later Limit made available to you may be higher or lower than your previous Pay Later Limit.

3.6 We may suspend your ability to spend the credit provided by Nomod under the Pay Later Services without prior notice.

4. Obligation to Repay

4.1 You agree to pay Nomod the Repayment Balance on its corresponding Repayment Date, as indicated in the Pay Later Summary, and any other amount resulting from late or missed payments. You must pay the amounts owed on time without the need for any specific demand from us. A new Pay Later Line will not be made available to you until all existing amounts owed to Nomod by you have been paid.

4.2 The Nomod app will indicate the Repayment Balance, the Repayment Date, any other amount resulting from late or missed payments and the ways that you can pay the amounts owed to Nomod. You may also receive a payment due email before the Repayment Date containing this information. You should ensure emails from Nomod are not being filtered out of your inbox or sent to a spam folder. If you do not receive an email, your payment will still be due on the Repayment Date.

4.3 We will only accept payments using a method indicated in the Nomod app. We will not accept any other form of payment.

4.4 Nomod reserves the right to debit (a) the Card Account linked to your Pay Later Virtual Card and/or (b) your Payment Account, as defined in the Terms of Service, to recover amounts owed, without prior notice.

4.5 We may accept and process payments without losing any of our rights. We may resubmit and collect returned payments electronically. If necessary, we may adjust your Repayment Balance to correct errors, process returned and reversed payments, and handle similar issues.

4.6 Nomod reserves the right to withhold an amount (the “Pay Later Reserve Amount”) from your gross Receivables generated during each day you process payments with Nomod while you have an Outstanding Balance that is greater than zero. Any Pay Later Reserve Amount will be applied to reduce the amount of your Outstanding Balance.

5. Early Repayment

5.1 You may repay the Repayment Balance in full or in part at any time before the Repayment Date by using the repayment option in the Nomod app.

6. Termination of Agreement

6.1 Except as otherwise stated herein, these Pay Later Terms shall remain in full force and effect until all amounts owed to Nomod have been paid.

6.2 Nomod may choose to terminate these Pay Later Terms at any time, and by doing so, all amounts owed to Nomod will become immediately payable.

6.3 You may terminate these Pay Later Terms at any time by paying all amounts owed to Nomod.

7. Refunds

7.1 Refunds of transactions made using the Pay Later Line are subject to the merchant’s refund policy. Any refund issued by a merchant will be reflected in both the Pay Later Available Limit and the Repayment Balance.

8. Consent for Electronic Signatures

8.1 Electronic Signature. In order to receive the credit provided by Nomod under the Pay Later Services, Nomod must provide certain disclosures required by law. By submitting your application, which you hereby adopt as your electronic signature, you consent and agree that:

• Nomod can provide all disclosures required by law and other information about your legal rights and duties to you electronically, including by e-mail, a website portal or mobile phone application

• Your electronic signature on agreements and documents has the same effect as if you signed them in ink and is evidence of your intention to be bound by these Pay Later Terms

• Electronic disclosures have the same meaning and effect as if you were provided paper disclosures

• Disclosures are considered received by you within 24 hours of the time posted to Nomod’s website, or within 24 hours of the time emailed to you unless Nomod receives notice that the email was not delivered

• Nomod reserves the right to cancel this electronic disclosure service, change the terms of use of this service or send disclosures in paper form at any time

• Nomod is responsible for sending notice of the disclosures to you electronically, but Nomod is not responsible for any delay or failure in your receipt or review of the email notices

8.2 Access to Disclosures. You understand that in order to access and retain the electronic disclosures you will need the following:

• A computer or mobile device with internet or mobile connectivity

• For desktop website-based communications:

• Latest web browser that includes 256-bit encryption

• The browser must have cookies enabled. Use of browser extensions may impair full website functionality

• Minimum recommended browser standards are Mozilla Firefox latest version (see http://www.mozilla.com for latest version), Apple Safari latest version (see http://www.apple.com/safari for latest version), or Chrome latest version (see http://www.google.com/chrome for latest version)

• For mobile-based communications:

• A latest device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store; and

• The latest version of Safari or Chrome on iOS or the latest version of Chrome for Android

• Access to the email address used to create your Nomod Account

• Sufficient storage space to save communications and/or a printer to print them

• Use of spam filters may block or re-route emails from senders not listed in your email address book.

8.3 Confirmation. You hereby confirm that you have access to the necessary equipment to receive, access and print any disclosures that may be provided in electronic form. You understand that withdrawing your consent to receive electronic communications will be deemed a breach of your obligations under these Pay Later Terms.

9. Covenants

9.1 Covenants. You agree to comply with the performance covenants set forth in this Section 9 (the “Covenants”). In this regard, you irrevocably agree that until these Pay Later Terms has been terminated, you shall:

• No Transfer. Not sell, transfer, assign or grant a security interest in the Receivables to another party;

• Seller Agreement. Comply with the Nomod Terms of Service, the Card Services Terms, these Pay Later Terms, and all other terms, policies and guidelines applicable to the Services (as defined in the Terms of Service) used;

• Card Processing. Use Nomod exclusively for the processing of all of your payment card transactions pursuant to the Nomod Terms of Service and otherwise prevent the diversion of any of your Receivables to any provider other than Nomod;

• Card Acceptance. Not take any action to discourage use of Cards as payment for Transactions or permit any event to occur that could have an adverse effect on the acceptance, authorization or use of Cards by Customers, with the exception that you may impose any charge on credit card transactions permitted by the applicable Network Rules;

• Purpose of Business. Maintain your business in substantially the same manner as it existed as of the date of accepting these Pay Later Terms;

• Business Conduct. Conduct your business in a manner consistent with past practice unless you provide prior written notification to Nomod (and its agents and assignees, as applicable);

• Nomod Account. Maintain your Nomod Account in good standing pursuant to the Terms of Service and any applicable additional terms;

• Network Compliance. Remain in full compliance with applicable Network Rules and not be classified as a “higher risk” or other similar designation by any Network;

• Business Name. Conduct your business under the name provided herein and maintain any and all of your physical or virtual places of business, unless you provide prior written notification to Nomod;

• Control of Business. Not allow another person or company, including without limitation a franchisor company (if you are a franchisee), to assume or take over the operation and/or control of your business or business location, whether physical or virtual;

• Sale of Business. Not sell, dispose, convey or otherwise transfer any of your business or assets (other than in the ordinary course of business), or grant any lien not in effect on the date of accepting these Pay Later Terms on any Receivables, without Nomod’s prior written consent;

• Requests from Nomod. Respond to Nomod (including its agents, assignees and service providers) within two (2) business days, or such longer period as determined solely in Nomod’s (including its agents, and assignees and service providers) discretion, of receiving a reasonable request from Nomod (including its agents, and assignees and service providers) for information and provide all such requested information;

• Cooperation. Cooperate fully with Nomod (including its agents, assignees and service providers) to take all necessary actions to effectuate each of its obligations hereunder, including but not limited to signing any and all documents Nomod (including its agents, assignees and service providers) deems necessary and furnishing Nomod with such information (including updated financial statements) as Nomod may reasonably request from time to time;

• Inspection. Permit Nomod (including its agent and assignee), at Nomod’s discretion, to perform a site inspection of your business, without notice to you, at any reasonable time until these Pay Later Terms has been terminated;

• Taxes. Promptly pay all applicable federal, state, and local taxes, including but not limited to employment, sales, and use taxes;

• Credit Default. Repay each Repayment Balance when due as agreed in these Pay Later Terms; and

• Decline in Receivables. Not cause, either by direct action or inaction, the dollar amount of Receivables processed through your Nomod Account in any thirty (30) day period to be fifty (50) percent or less of the monthly minimum dollar amount of Receivables processed through your Nomod Account in the twelve (12) months prior to such period

10. Representations and Warranties

10.1 You represent and warrant that as of the date of accepting these Pay Later Terms and so long as any of the Repayment Balance remains outstanding:

• Capacity. You or your Representative executing these Pay Later Terms has the legal capacity to do so, is at least eighteen (18) years of age, and is authorised on behalf of your business to do so, with all necessary power and authority to bind the business to these Pay Later Terms;

• Encumbrance of Receivables. You have not sold, will not sell, and are not subject to any other contract that provides for the sale, assignment or any other transfer of any interest in your Receivables. Your Receivables are not subject to any claims, charges, liens, restrictions, encumbrances or security interests and no holder of such interest in your Receivables is currently exercising its remedies in connection with such interest. Receivables are and will be bona fide and existing obligations of your Customers arising out of the sale of goods and/or services in the ordinary course of your business;

• Reliance on Information. You acknowledge that Nomod (including its agents, assignees and service providers) has and will continue to rely upon the validity, accuracy and completeness of all information (financial and otherwise) provided by you, your Representative or on behalf of your business in connection with Nomod’s obligations hereunder;

• Approvals. You possess and are in compliance with all permits, licences, approvals, consents and any other authorizations necessary to conduct your business. You are in compliance with, and the execution of these Pay Later Terms and consummation of the transaction contemplated herein will not conflict with, (i) any and all applicable federal, state and local laws and regulations, (ii) any agreements to which you are a party, and (iii) your articles or certificate of incorporation, bylaws, or other organisational documents. You possess all requisite permits, authorisations and licences to own, operate and lease your properties and to conduct the business in which it is presently engaged;

• Authorisation. You have the power and authority to enter into and perform your duties and obligations under these Pay Later Terms and any documents required to facilitate the transactions contemplated by these Pay Later Terms. You are not a party to any contract or aware of any existing situation that would prevent you or your business from entering into or performing your obligations under these Pay Later Terms. You have taken all necessary action to authorise your respective execution and delivery of, and performance under, these Pay Later Terms;

• Other Proceedings and Bankruptcy. There is no action, suit, claim, investigation or legal, administrative, or arbitration proceeding pending or currently threatened whether at law or in equity or before any federal, state, local, foreign or other court, governmental department, commission, board, bureau, agency or instrumentality (collectively, “Governmental Authorities”) against you or your business. You have not declared bankruptcy within the past seven (7) years and are not currently contemplating the filing of a bankruptcy proceeding or closing or materially modifying your business. You and your business are solvent and financially capable of fulfilling your obligations under these Pay Later Terms;

• Good Standing. Your business is validly existing and in good standing under any applicable laws of its state of organisation. You and your business have all requisite power and authority to own, lease, pledge and operate its properties and assets and to carry on its business as presently conducted;

• Conflicts With Other Agreements. The execution and delivery of, the consummation of the transactions contemplated hereunder, and compliance with the provisions of these Pay Later Terms, do not and will not conflict with other agreements to which you are a party or beneficiary, or result in any of the following: (i) violation or default of other agreements to which you are a party; (ii) entitlement of any person or entity to receipt of notice or right of consent; (iii) a right of termination, cancellation or acceleration of any obligation or to loss of a benefit; (iv) any increased, additional, accelerated or guaranteed rights or entitlement of any person or entity; or (v) creation of any claim on the properties or assets of you or your business;

• Compliance With Laws. You and your business are in compliance with all statutes, rules, regulations, orders or restrictions of all applicable Governmental Authorities and all Network Rules. All federal, state, local and foreign tax returns and tax reports, and all taxes due and payable arising there from required to be filed by you have been or will be filed and paid, on a timely basis (including any extensions). All such returns and reports are and will be true, correct and complete. You and your business have no material liabilities and, to the best of your knowledge, know of no material contingent liabilities, except current liabilities incurred in the ordinary course of business;

• Purpose of Proceeds. Any credit extended under these Pay Later Terms is solely for business purposes and not for personal, family or household use

11. Additional Terms

11.1 Security Interest. You agree to take such action as may be reasonably requested by us to perfect the security interest you have granted to Nomod in these Pay Later Terms, including but not limited to:

• To secure your obligations to repay the Repayment Balance, you hereby grant, assign and pledge to Nomod, a continuing and unconditional lien on and security interest in and to all your business assets, including your Receivables and any other funds in your Accounts;

• These Pay Later Terms shall constitute written notice to all interested parties of the Nomod’s security interest in all your business assets, including your Receivables and your Accounts;

• You acknowledge and agree that so long as any of your Repayment Balance remains outstanding, your Accounts and any funds held from time to time therein shall be under the sole dominion and control of Nomod. Neither you nor any other person or entity, acting by, through or under your business, shall have any control over the use of, or any right to withdraw any amount from your Accounts. Notwithstanding the foregoing, this Section 11.1c shall be deemed to be waived by Nomod until such time as the occurrence of a breach of your obligations under these Pay Later Terms;

• The security interest created in favour of Nomod by these Pay Later Terms secures the payment and performance of all amounts owed to Nomod (or its agent or assignee) of your Repayment Balance under these Pay Later Terms and in respect of the Accounts (including reasonable attorney’s fees and expenses) so long as any amounts owed to Nomod (or its agent or assignee) remain outstanding.

11.2 Transactional Information. You hereby agree to provide to Nomod, from time to time upon request, transaction files maintained by you, and any other information related to past payment processing volumes or the transactions contemplated by these Pay Later Terms, whether for the purpose of audit or otherwise.

11.3 Effect of Multiple Nomod Accounts. Any attempt to receive your payment card processing proceeds through multiple Nomod Accounts shall entitle Nomod to consider any such Nomod Accounts as part of your Nomod Account for purposes of these Pay Later Terms. Nomod (including its agent or assignee) may, at its option, (i) provide you with notice that additional Nomod Accounts are now considered part of your Nomod Account under these Pay Later Terms or (ii) exercise its other remedies under these Pay Later Terms. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.

11.4 Satisfaction of Existing Obligation. In order to receive funds under these Pay Later Terms, you must fully satisfy any Existing Obligation Amount. Funds under these Pay Later Terms will not be made available until you have fully repaid such Existing Obligation Amount. The Existing Obligation Amount due will be deducted from the credit amount provided by Nomod under these Pay Later Terms for such repayment before any remaining proceeds are made available to you.

11.5 Authorisation to Obtain Credit Report. You give Nomod authorisation to obtain reports and related information about you, your business, your financial associates, and in certain limited circumstances other members of your family or business, from one or more credit reporting agencies to consider any credit extended, or intended to be extended, through these Pay Later Terms. Details of our search and your use of the Pay Later Services may be added to their records about you, including the details of any financial associates. This may be seen by other organisations that make searches about you. It is important that you provide us with accurate information. If you believe that we have reported inaccurate information about you to a credit bureau or other reporting agency, notify us in writing at [email protected]. When you write in, please tell us the specific information that you believe is incorrect and why you believe it is incorrect.

12. Breach of Agreement, Enforcement, and Set Off

12.1 We will be entitled to require you to immediately pay all amounts that you owe to us, if:

• You do not make any scheduled payment when it is due;

• Any payment you make is rejected, not paid or cannot be processed;

• You are the subject of a court action which has the effect of taking away from your control of the whole or a substantial part of your assets;

• You file or become the subject of a bankruptcy or insolvency proceeding, including a petition for your winding up being presented to the court, a resolution for your voluntary winding up being passed, or a receiver or an administrator being appointed in respect of some or all of your assets;

• If you are a partnership, upon the taking of any steps to dissolve or wind-up the partnership;

• You undergo a change of control;

• You commence negotiations with one or more of your creditors with a view to rescheduling any of your indebtedness;

• You are unable or unwilling to repay your obligations, including upon death or legally declared incapacity;

• We determine, in good faith, that you made a false, incomplete or misleading statement to us, or you otherwise tried to defraud us;

• We reasonably consider that due to an act or omission of you, or connected with you, our reputation would be at risk if we were to continue with these Pay Later Terms;

• You do not comply with any term of these Pay Later Terms, the Terms of Service, the Card Services Terms, or any other agreement with us;

• You permanently reside outside the country that you selected as your country of residence or place of business when you signed up to use the Services (as defined in the Terms of Service)

12.2 Effect of Breach. If you breach any of your obligations, or any of your representations, warranties or covenants found in these Pay Later Terms, Nomod or its agent or assignee shall be entitled to, in our sole discretion, without notifying you unless required by law, take certain actions with respect to the credit provided to you under the Pay Later Services. This can include, but is not limited to, the following actions:

• Charge you late fees if we do not receive a repayment on time;

• Charge you collection fees from the date of your breach or default;

• Charge you all reasonable costs and expenses we, or our agents, incur in responding to enquiries, dealing with matters, and recovering amounts owed, in relation to your use of the Pay Later Services and breach of these Pay Later Terms;

• Restrict your use of one or more of the Services, Card Services, and Pay Later Services;

• Amend your Repayment Date;

• Demand immediate repayment of the Repayment Balance. You agree to pay the Repayment Balance within five (5) business days after receipt of such notice, or such longer period of time as requested by Nomod or its agent or assignee;

• Bring a claim in court or arbitration against you, or pursue another action that is not prohibited by law. If we prevail, you agree to pay our court costs, expenses and attorney fees, unless the law does not allow us to collect these amounts

12.3 Enforcement. Nomod and its agents and/or assignees each have the right to enforce the repayment of the Repayment Balance pursuant to the terms of these Pay Later Terms, and in the instance of nonpayment of Repayment Balance will enforce those rights against your business assets, including but not limited to the property and interests described in Section 11.1 above. This does not limit your duties and performance obligations under these Pay Later Terms, including but not limited to your payment obligation in Section 4 and Nomod’s enforcement rights.

12.4 You acknowledge that, except as otherwise prohibited by law, Nomod will have the right to apply, charge or set off against your Accounts any indebtedness or other obligations which you or any owner owe us, at any time, without any further notice to or demand on you, whether the indebtedness or other obligations exist at the time the account is opened or arise later. The indebtedness includes, without limitation, all charges incurred on any account you hold with Nomod. You agree that Nomod may set off against the Accounts any claim which we have against you without regard to the source or ownership of the funds in the account and without requirement that the claim be owed to us by all of the account owners. You also agree that, to the extent allowed by law, Nomod may set off any indebtedness or other obligations which you owe us against any other account or property in which you have an ownership interest that is in Nomod’s possession or control.

13. Miscellaneous

13.1 Modifications, Amendments. We may vary these Pay Later Terms to reflect alterations in the nature and extent of the Services supplied by us having regard to our systems capabilities and market practice or to rectify errors, inconsistencies, ambiguities or omissions.

13.2 Waiver. Our failure to assert, or delay in exercising, any right or provision under these Pay Later Terms shall not constitute a waiver of such right or provision. No waiver of any term of these Pay Later Terms shall be deemed a further or continuing waiver of such term or any other term.

13.3 Consequences of Your Withdrawal of Consent to Receipt of Electronic Communications. You agree that Nomod may provide communications relating to these Pay Later Terms and the transactions contemplated herein electronically. Nomod reserves the right to close your Nomod Account if you withdraw consent to receive electronic communications, which closure shall be treated in all respects by Nomod as a breach by you of a covenant in Section 9 of these Pay Later Terms, and which shall entitle Nomod to exercise the remedies set forth in Section 12 of these Pay Later Terms (and which, in turn, shall obligate you to pay the Repayment Balance in full).

13.4 Notices. Except as otherwise stated, notices to Nomod must be sent electronically to [email protected].

13.5 Binding Effect. These Pay Later Terms shall be binding upon and inure to the benefit of Nomod and their respective successors and assigns, except that you shall not have the right to assign your rights hereunder or any interest herein without the prior written consent of Nomod, which consent may be withheld in Nomod’s sole discretion. Nomod (including its agents, assignees and service providers) reserves the right to sell, transfer or assign these Pay Later Terms and any obligation hereunder with or without prior notice to you.

13.6 Costs to Enforce Payable by You. Nomod shall be entitled to receive from you, and you shall pay, all reasonable costs associated with a breach by you of any of your obligations, covenants, or representations and warranties, under these Pay Later Terms and the enforcement thereof, including but not limited to returned cheque fees, court costs and attorneys’ fees. For this purpose, “reasonable costs” shall include the costs, including attorneys’ fees, associated with defending, protecting, or enforcing Nomod’s rights under these Pay Later Terms including in any bankruptcy proceeding. If you file an action or commence arbitration against Nomod and the matter is dismissed, or Nomod prevails in the matter, you agree to pay all of the other party’s attorneys’ fees and costs incurred in the matter, whether in court or arbitration.

13.7 Indemnification. In addition to all rights and remedies available to the parties hereto at law or in equity, you shall indemnify Nomod (and its respective employees, directors, agents, affiliates and representatives) (collectively, the “Indemnified Persons”), and hold harmless from and against and pay on behalf of or reimburse each such Indemnified Person, as and when incurred, for any and all loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of such Indemnified Persons or any third party, including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defence or settlement of any of the foregoing (including all reasonable attorneys’ fees and expenses incurred in connection with the enforcement of this Section), that any such Indemnified Persons may suffer, sustain, incur or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any misrepresentation or breach of warranty by you under these Pay Later Terms; or (ii) any non-fulfilment, default, or breach of any covenant or agreement by you in these Pay Later Terms.

13.8 Enforceability of Representations. All representations, warranties and covenants herein will be enforceable upon the execution and delivery of these Pay Later Terms and will continue in full force and effect until these Pay Later Terms has been terminated.

13.9 Severability. Should any provision of these Pay Later Terms be determined to be invalid or unenforceable under any law, rule, or regulation, including any Network Rule, such determination will not affect the validity or enforceability of any other provision of these Pay Later Terms. In the event that any provision of these Pay Later Terms is held to be invalid, illegal, prohibited or unenforceable for any reason in any jurisdiction, such provision, as to such jurisdiction, shall, to the fullest extent permitted by applicable law, be ineffective without invalidating the remaining provisions of these Pay Later Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

13.10 Complete Agreement. These Pay Later Terms, and any addendum and forms provided herewith, along with any other Nomod agreements referenced herein, contain the complete agreement and understanding between you and Nomod, and supersedes all prior contracts and understandings relating to the matter of these Pay Later Terms unless otherwise specifically reaffirmed or restated herein.

13.11 Governing Law and Jurisdiction: Subject to the Jurisdiction Specific Terms below which apply depending on where you are based and/or receive services from us, these Pay Later Terms shall be governed by and construed in accordance with the laws of England & Wales, and the parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Pay Later Terms. Jurisdiction Specific Terms: If you are based in or receive services from us in the United Arab Emirates, you agree that any dispute arising out of or in connection with these Pay Later Terms shall be resolved exclusively by the Courts of the Dubai International Financial Centre (”DIFC Courts”). The parties hereby irrevocably submit to the jurisdiction of the DIFC Courts for the purpose of any dispute, claim or legal action arising out of or in connection with these Pay Later Terms. If you are incorporated in, or have assets in a country other than the one(s) listed above, we may choose to enforce any judgement in that relevant country

13.12 Survival. This Section and Sections 13.5 Binding Effect, 13.6 Costs to Enforce Payable by You, 13.7 Indemnification, 13.9 Severability, 13.10 Complete Agreement, 13.11 Governing Law, 13.13 Limitation on Time to Initiate a Dispute shall survive after you repay the Repayment Balance in full, including after the termination of these Pay Later Terms.

13.13 Limitation on Time to Initiate a Dispute. Unless otherwise required by law, an action or proceeding by you relating to any dispute arising under these Pay Later Terms must commence within six (6) months after the cause of action occurs or becomes enforceable.

13.14 Disputes. If you have any dispute of any kind under these Pay Later Terms, you agree to promptly notify Nomod in writing of the dispute and all related facts.

By using the Services (as defined in the Terms of Service (“Terms of Service”)) provided by Nomod Inc. and its subsidiaries and affiliates (collectively, “Nomod”, “us” or “we”), you agree to be bound by the Terms of Service, the Card Services terms and conditions (“Card Services Terms”), the Pay Later terms and conditions (“Pay Later Terms”), these additional terms and conditions (“Service Provider Terms”) and all other terms, policies, and guidelines applicable to the Services (as defined in the Terms of Service) used (collectively, the “Nomod Terms”).

Together, these contain the terms of your agreement with Nomod for use of the Services.

Defined terms will have the same meaning as those found in the Terms of Service, Card Services Terms, Pay Later Terms, or Working Capital Terms, unless otherwise re-defined herein.

1. Stripe Connect

1.1 We may choose to use Stripe to make payouts to you. Depending on your jurisdiction, the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”), or the Stripe Recipient Agreement, will apply to your receipt of such payouts.

1.2 By agreeing to the Nomod Terms or continuing to operate your Nomod Account, you agree to be bound by the Stripe Services Agreement or the Stripe Recipient Agreement, as may be modified by Stripe from time to time.

1.3 To receive payouts from us, you must provide us accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your payout with Stripe.

2. Tabby

2.1 We may choose to offer you (the “Merchant”) access to Payment Methods provided by Tabby, one of our Payment Method Providers. To use these services (the “Tabby Services”), you must provide us accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your business with Tabby.

2.2 The below terms and conditions (the “Tabby Flow Down Terms”) will apply to your use of the Tabby Services. By agreeing to the Nomod Terms or continuing to operate your Nomod Account, you agree to be bound by these Tabby Flow Down Terms, as may be modified from time to time:

2.2 Definitions “Acquired Claim” means a Guaranteed Payment and/or Authorised Credit. “Authorised Credit” means the acceptance of a customer’s request for instalment payments by Tabby whereby a Claim is transferred from the Merchant to Tabby, including any credit and other (fraud) risks. “Claim” means the right of the Merchant to fulfilment of a payment obligation by a customer that made a Payment with the Merchant. “Confidential Information” means any information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information; including, without prejudice to the generality of the foregoing, the terms of this Agreement as well as KYC documentation, business plans, data, strategies, methods, customer and client lists, technical specifications, Transaction data and customer data. Confidential Information does not include information which is or becomes: (i) publicly available otherwise than through a breach of this Agreement; or (ii) available to the receiving party otherwise than pursuant to this Agreement and free of any restriction as to its use or disclosure. “Guaranteed Payment” means the transfer of a Claim from the Merchant to Tabby (or Nomod), including any credit and other (fraud) risks. “Failed Claim” means any Guaranteed Payment or Authorised Credit that no longer fulfils the conditions as set forth in Business Rules and for which reason Tabby withdraws its guarantee or credit, resulting in the Merchant becoming/ remaining liable (again) for any Claims. “Liabilities” – shall refer to any and all fees charged by Tabby, any Failed Claims and any and all actual and reasonably anticipated losses incurred by Tabby as a result of: (i) negligence, fraud, dishonesty or wilful misconduct by the Merchant or its affiliates, officers, directors, employees, agents, representatives or customers of the Merchant; and/or (ii) any breach of the Agreement, including but not limited to any Payments that are refunded, reversed, withdrawn or refused for any reason. “Payment” means a purchase of a good and/or service by a customer from the Merchant, with a Payment Method provided by Tabby. “Payment Method” means the payment after delivery and instalment payment options offered by Tabby, named Tabby after Delivery and Tabby Instalments. “Sales Channel” means either the online website(s) or the physical store(s) of the Merchant, or both, which have been approved by Tabby for integration with the Payment Methods which are initially set in the Cover Letter, as may be amended from time to time upon Tabby’s explicit written approval (via email). “Services” means the related payment processing services in relation to the Payment Methods, including execution, collection and settlement of the Payments. “Tabby” means Tabby FZ LLC, a company incorporated in Dubai, UAE with registered office at In5, Dubai Internet City, Dubai, UAE and CR# 1010614810; “Transaction Evidence” means such evidence as Tabby reasonably requires, including the names and prices of the good(s) sold, together with relevant proof that the good(s) have been properly delivered to the customer, and the transaction receipt and the name and contact information of the customer who made payments for the product(s).

2.3 Scope of Services 2.3.1 In consideration of payment of the fees as set forth by Nomod to Merchant, Tabby hereby undertakes to make available the Payment Method(s) and to provide and perform all and any of the Services, as the same may be amended from time to time, in accordance with the terms and subject to the conditions contained in this Agreement and with applicable laws. 2.3.2 Tabby agrees to provide the Services based on the information supplied by Merchant, and Merchant’s use of the Services is strictly dependent upon this information. Tabby reserves the right to amend any one or more of these provisions and other applicable conditions including - but not limited to - the risk conditions, by giving notice in writing to the Merchant. 2.3.3 Tabby will perform its obligations under this Agreement in accordance with applicable laws and it will ensure it has, at all times, all permits, licences, authorisations and consents necessary to perform its obligations under these Terms (and, in our case, necessary for us to perform the Services). Each Party shall comply with applicable consumer laws and Parties shall closely cooperate to promote the smooth conduct of operations of the Services. 2.3.4 Tabby will provide the Services and perform its other obligations with reasonable care and skill. Tabby may need and therefore reserve the right to enhance, update, change, suspend or discontinue any aspect of the Services provided at any time, including but not limited to the hours of operations or availability of the Services or any feature of the services. 2.3.5 Tabby will endeavor to implement such changes to the Services with minimal disruption to the Merchant’s use and enjoyment of the Services but will provide written notice to the Merchant if any changes may cause any such disruption. In the case of changes to the Services required to comply with applicable laws or a direction from a regulatory authority, Tabby may implement the change prior to notifying the Merchant, provided that Tabby will notify the Merchant of the relevant change as soon as reasonably practicable if Tabby reasonably believes the relevant change may adversely impact the Services. 2.3.6 Tabby may carry out planned and unplanned maintenance as notified to the Merchant.

2.4 Claims, Authorised Claims and Failed Claims 2.4.1 Under the following circumstances, Tabby may take over the Claim of a Payment from the Merchant and designate such Claim as an Authorised Credit: 2.4.1.1 A customer sends a request for instalments to Tabby through the interface of Nomod with the Merchant’s Sales Channel(s); 2.4.1.2 Tabby performs a credit assessment of the customer and either accepts or declines the customer’s request for instalments; 2.4.1.3 Tabby shall at its own discretion determine any credit limit for each customer and it reserves the right to increase or reduce such credit limit at any time. In the event of an Authorised Credit, Tabby shall transfer the value of the underlying Payment to Nomod, as per the agreed settlement schedule in Clause C. Tabby shall be responsible and liable for the collection of the payment from the customer, which shall be undertaken in instalments. 2.4.2 In order for a Claim to be eligible for and to remain an Authorised Claim or Authorised Credit, the following conditions apply and shall continue to apply: 2.4.2.1 Tabby’s receipt of the Transaction Evidence; 2.4.2.2 There is no dispute between the customer and the Merchant (apart from any failure to pay by the customer), for example when the goods are claimed to be faulty or not delivered in full. In case of a dispute arising related to non-delivery of goods, proof of delivery will be required by Tabby in order for the Claim to remain Authorised 2.4.2.3 The customer does not exercise any (statutory) rights to cancel the purchase and the Merchant has not extended a right to return the good(s); 2.4.2.4 The purchase complies with applicable laws and there is no suspicion of fraud or other illegal activity by the Merchant; 2.4.3 If any of the conditions under clause 2.4.2 are not fulfilled or cease to be fulfilled, Tabby reserves the right to re-transfer the Claim(s) back to the Merchant and designate any such Claims as Failed Claims. In the event of any frequently recurring failure of the conditions of clause 2.4.2 Tabby reserves the right to re-transfer all then-current Authorised Claims and Authorised Credits, suspend access to its Services or terminate the Agreement and Merchant will immediately cease its offer of the Payment Methods. Any incurred costs by Tabby in relation to the re-transfer of Claims shall be borne by the Merchant. Any Failed Claims and the related costs shall be deducted from any future settlement of funds to the Merchant.

2.5 Confidentiality 2.5.1 Each of the Parties may be a recipient of Confidential Information. The recipient of Confidential Information shall take care to prevent the publication, distribution or utilization of the Confidential Information with at least the same degree of care which the recipient takes to protect its own confidential information of a similar nature, but in any case no less than an appropriate and reasonable degree of care. 2.5.2 Parties shall be permitted to disclose Confidential Information to those of its subsidiaries, advisors and lenders who are informed of the confidential nature of the information and have agreed to be bound by confidentiality obligations at least as stringent as those under this Agreement. 2.5.3 Recipient may disclose or utilise the Confidential Information: (i) when necessary to perform the Services under this Agreement; (ii) when required by law; (iii) to solicitors, barristers, attorneys, accountants or other professional advisers. 2.5.4 The obligations of this clause will remain in full force and effect until three (3) years after the termination or expiration of this Agreement.

2.6 Data Protection 2.6.1 Tabby warrants and undertakes that it shall process personal data (including but not limited to any of its customer’s personal data embedded in a transaction) in accordance with applicable data protection laws and handle such personal data with care and in a confidential manner. Tabby shall only process personal data to the extent necessary to perform its obligations under the Agreement and have in place appropriate technical and organizational measures which ensure an appropriate level of security for the processing of personal data.

2.7 Indemnification 2.7.1 The Merchant and Tabby shall indemnify each Party and hold each Party and its affiliates, officers, employees and agents free and harmless from any liability, loss, damage, claim or complaint, and reasonable attorney’s fees and costs, arising out of: (i) Party’s breach of this Agreement, including but not limited to, misrepresentation or breach of any covenants or warranties herein contained; (ii) the (contractual) relationship between each Party and its customers; and/or (iii) any fraud, negligent or wilful misconduct by each Party’s employees/ subcontractors. 2.7.2 In no event will either Party be liable for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this agreement.

2.8 Suspension and Termination 2.8.1 Tabby shall have the undisputed right to suspend or terminate its Services, either partially or wholly in accordance with any such rights granted under this Agreement and additionally in the event that: 2.8.1.1 Merchant is in breach of this Agreement and/or applicable laws; 2.8.1.2 Merchant infringes the brands or marks of Tabby or uses these other than in strict accordance with Tabby’s instructions; 2.8.1.3 a law or regulatory authority mandates suspension; 2.8.1.4 there is suspicious activity in relation to the Merchant’s use of the Services, as reasonably determined by Tabby; 2.8.1.5 the business conducted by the Merchant would endanger or negatively impact the safety, soundness of the business, integrity, good name, brand and/or the reputation of Tabby; 2.8.1.6 the Merchant, its directors or ultimate beneficial owners is/are wilfully dishonest, engage(s) in misconduct with respect to its/their business or affairs and/or Tabby reasonably suspects or has evidence that Merchant is conducting fraudulent activities; and/or 2.8.1.7 any other event or series of events (including, any adverse change in the Merchant’s business, assets or financial condition) or any acts or omissions by Merchant which in the sole but reasonable opinion of Tabby, may affect Merchant’s ability to comply with all or any of its obligations under the Agreement. Merchant shall be notified in the event of Tabby’s exercise of its rights under this clause, unless prohibited pursuant applicable laws. Should any ground specified in the preceding clause subsists for more than ten (10) business days after any suspension, Tabby shall have the right to terminate some or all of the suspended Services or this Agreement. Tabby will have no liability for any losses Merchant may attribute to any suspension of the Services. 2.8.2 If a Party commits a material breach of this Agreement and such breach is not cured within thirty (30) days of receipt of written notice by the other Party, giving the particulars of the breach and, where appropriate, requiring it to be cured, then the other Party has the right to terminate this Agreement by written notice, which termination will be effective on the date set out in that notice. 2.8.3 If a Party is unable to pay its debts as and when such debts fall due or becomes bankrupt or insolvent, or has a receiver or manager, provisional liquidator, liquidator or administrator appointed in respect of any material part of its assets or suffers an execution in respect of any of its property, or if a petition is presented for the winding up and such petition is not released, satisfied or withdrawn within thirty (30) days, then the other Party has the right to terminate this Agreement by written notice, which termination will be effective on the date set out in that notice. 2.8.4 Upon termination, Merchant agrees to: (i) complete all pending transactions/ payment orders; (ii) stop accepting new transactions/ issuing new payment orders through the Services; and (iii) immediately remove all Tabby’s logos from its website and/or store. Termination of this Agreement will not affect the liability of a Party towards the other Party, existing at such date of termination. 2.8.5 Notwithstanding any other provisions of this Agreement, either party hereto may terminate this Agreement at any time by giving thirty (30) days written notice to the other party.

3. Tamara

3.1 We may choose to offer you (the “Merchant”) access to Payment Methods provided by Tamara, one of our Payment Method Providers. To use these services (the “Tamara Services”), you must provide us accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your business with Tamara.

3.2 The Tamara Merchant Terms and Conditions will apply to your use of the Tamara Services. By agreeing to the Nomod Terms or continuing to operate your Nomod Account, you agree to be bound by the Tamara Merchant Terms and Conditions, as may be modified by Tamara from time to time, with the below amendments to reflect Nomod’s capacity as the Tamara reseller:

3.2 Definitions: “Merchant Onboarding Form” is redefined to mean the Nomod Terms, your Nomod Account, or the Nomod app, as applicable; “Tamara” is redefined to mean Tamara FZE, incorporated and registered in United Arab Emirates with company number L-602 whose registered office is at 108-1 to 6 (6 D), WeWork DWTC, Level 8, The Offices 4, One Central, Dubai World Trade Centre (“Tamara UAE”); or Tamara Finance Company LLC, located at King Abdullah bin Abdulaziz, King Salman Dist, Building No. 2907, Riyadh, Saudi Arabia with Commercial Registration no.1010627663 (“Tamara KSA”), with Tamara UAE and Tamara KSA being affiliated companies.

3.3 All of your obligations to Tamara under the Tamara Merchant Terms and Conditions are also obligations to Nomod.

3.4 Where Tamara’s obligations to you under the Tamara Merchant Terms and Conditions represent obligations of the Tamara reseller, they may be fulfilled by Nomod instead of Tamara, and the Tamara Merchant Terms and Conditions shall be interpreted accordingly.

3.5 Given Nomod’s role as the Tamara reseller, where certain clauses in the Tamara Merchant Terms and Conditions, are not applicable, or are inconsistent with the Nomod Terms, the Nomod Terms shall prevail, and the Tamara Merchant Terms and Conditions shall be interpreted accordingly.

Like most websites and apps, we use cookies. By using the Nomod website and apps you agree to our use of cookies.

What are Cookies?

Cookies are small pieces of data that are stored on your device when you use an app or a site is loaded in your browser.

Why do we use Cookies?

Cookies help us remember your preferences.

A good way to think about cookies is that they’re like stickers.

Every time you visit a site or app that uses cookies, the site puts a sticker on you to keep track of how many times you’ve visited, how much time you’ve spent there, and what you’ve done.

This lets the site show you things that are relevant to you, based on the information you’ve entered, and the things that you’ve looked at.

Storage and Types of Cookies

Cookies can be stored on your device anywhere from a few minutes through to two years.

We use a few different types of cookies:

• Session cookies

• Persistent cookies

• Third-party cookies

We never use cookies to store your payment or banking details.

Session & Persistent Cookies

Session and persistent cookies track what you’re doing during a specific visit.

We use session cookies to improve our site and apps, to give you a better experience.

Session cookies let us see where you spend your time, and work out which areas are most effective.

We use persistent cookies to recognise you when you come back.

When we spot that it’s you, we’re able to show you the things that we think you may like.

Third-Party Cookies

Third-party cookies show you ads for things we think you’ll be interested in. For example, if you visit Nomod.com and look at information about a particular product, we may use cookies to show you ads about that product because we think it’s something you may be interested in.

We also use third party cookies to find out if the ads we run encourage more people to visit our site and use our apps.

Third-party cookies work by sharing your browser identification with a third party (for example, Twitter), so they can show you ads on their sites and apps.

These cookies can be session specific or persistent.

Turning off Cookies

If you’d prefer not to use cookies, you can turn them off.

Exactly how to do so depends on your browser or device settings.

Try looking in your “Help” section, or searching for “How to block cookies”.

If you turn cookies off, you may continue to see ads for Nomod, but they’ll be general, and not based on your specific information.

Nomod Inc. and its subsidiaries and affiliates (collectively “Nomod”, “we” and “us”) are committed to respecting your privacy. We offer services that enable and facilitate merchants to manage businesses, conduct transactions and safely accept payments.

Nomod Inc. is incorporated in the Cayman Islands under company number 378288 and with its registered address at Vistra (Cayman) Limited, P. O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 1205, Cayman Islands.

This Privacy Policy describes the types of Personal Data we collect through our products and services (“Services”) and via our online presence, which includes our main website at Nomod.com as well as other websites that we own or control and enable internet users to access (collectively, our “Sites”). This policy also describes how we use Personal Data, with whom we share it, your rights and choices, and how you can contact us about our privacy practices. This policy does not apply to third-party websites, products, or services, even if they link to our Services or Sites, and you should consider the privacy practices of those third-parties carefully.

Nomod obtains Personal Data about you from various sources to provide our Services and to manage our Sites. “You” may be a visitor to one of our Sites, a user of one or more of our Services (“User” or “Nomod User”), or a customer of a User (“Customer”).

1. Information we Collect

a. Personal Data that we Collect About You

Personal Data is any information that relates to an identified or identifiable individual. The Personal Data that you provide directly to us through our Sites and Services will be apparent from the context in which you provide the data. In particular:

• When you register for a Nomod account we collect your full name, email address, and account log-in credentials.

• When you contact our team via our online link, we collect your name, email address, and anything else you tell us about your business, transactions and needs in the body of your email or responses.

• When you respond to Nomod emails or surveys we collect your name, email address, and any other information you choose to include in the body of your email or responses.

• If you contact us by phone, we will collect the phone number you use to call Nomod. If you contact us by phone as a Nomod User, we may collect additional information in order to verify your identity.

• If you are a Nomod User, you will provide your contact details, such as name, postal address, telephone number, and email address. As part of your business relationship with us, we may also receive financial and personal information about you, such as your date of birth and government identifiers associated with you and your organization (such as your social security number, tax number, or Employer Identification Number).

• If you are a Customer of a Nomod User, when you make payments or conduct transactions with a Nomod User through our Services, we will receive your transaction information. The information that we collect will include payment method information (such as credit or debit card number, CVC code and expiration date, or bank account information), purchase amount, date of purchase, and payment method.

• Different payment methods may require the collection of different categories of information. The Nomod User will determine the payment methods that it enables you to use, and the payment method information that we collect will depend upon the payment method that you choose to use from the list of available payment methods that are offered to you by the Nomod User.

• When you make a transaction, we may also receive your full name, email address, phone number, billing or shipping address and in some cases your transaction history to authenticate you.

• When we conduct fraud monitoring, prevention, detection, and financial compliance activities or provide such services to our Users, we will receive Personal Data from you (and your device) and about you through our Service and from our business partners, financial service providers, identity verification services, and publicly available sources (e.g., name, address, phone number, country), as necessary to confirm your identity and prevent fraud. Our fraud monitoring, detection and prevention services may collect Personal Data about you and use technology to help us assess the risk associated with an attempted transaction by you with a Nomod User.

• You may also choose to submit information to us via other methods, including: (i) in response to marketing or other communications, (ii) through social media or online forums, (iii) through participation in an offer, program or promotion, (iv) in connection with an actual or potential business relationship with us, or (v) by giving us your business card or contact details at trade shows or other events.

b. Information that we Collect Automatically on our Sites

Our Sites use cookies and other technologies to function effectively. These technologies record information about your use of our Sites, including:

• Browser and device data, such as IP address, device type, operating system and Internet browser type, screen resolution, operating system name and version, device manufacturer and model, language, plug-ins, add-ons and the language version of the Sites you are visiting;

• Usage data, such as time spent on the Sites, pages visited, links clicked, language preferences, and the pages that led or referred you to our Sites.

We also collect information about your online activities on websites and connected devices over time and across third-party websites, devices, apps and other online features and services. We use Google Analytics on our Sites to help us analyze Your use of our Sites and diagnose technical issues.

To learn more about the cookies that may be served through our Sites and how You can control our use of cookies and third-party analytics, please see our Cookie Policy.

2. How we use the Information we Collect

a. Our Services

We rely upon a number of legal grounds to ensure that our use of your Personal Data is compliant with applicable law. We use Personal Data to facilitate the business relationships we have with our Users, to comply with our financial regulatory and other legal obligations, and to pursue our legitimate business interests. We also use Personal Data to complete payment transactions and to provide payment-related services to our Users.

i. Contractual and pre-contractual business relationships: We use Personal Data for the purpose of entering into business relationships with prospective Nomod Users, and to perform the contractual obligations under the contracts that we have with Nomod Users. Activities that we conduct in this context include, but are not limited to: Creation and management of Nomod accounts and Nomod account credentials; Accounting, auditing, and billing activities; and Processing of payments, communications regarding such payments, and related customer service.

ii. Legal and regulatory compliance: We use Personal Data to verify the identity of our Users in order to comply with fraud monitoring, prevention and detection obligations, laws associated with the identification and reporting of illegal and illicit activity, such as AML (Anti-Money Laundering) and KYC (Know-Your-Customer) obligations, and financial reporting obligations. For example, we may be required to record and verify a User’s identity for the purpose of compliance with legislation intended to prevent money laundering and financial crimes. These obligations are imposed on us by the operation of law, industry standards, and by our financial partners, and may require us to report our compliance to third parties, and to submit to third party verification audits.

iii. Legitimate business interests: We rely on our legitimate business interests to process Personal Data about you. In determining the content of this list, we balanced our interests against the legitimate interests and rights of the individuals whose Personal Data we process. We monitor, prevent and detect fraud and unauthorized payment transactions; mitigate financial loss, claims, liabilities or other harm to Users and Nomod; respond to inquiries, send service notices and provide customer support; promote, analyze, modify and improve our products, systems, and tools, and develop new products and services; manage, operate and improve the performance of our Sites and Services; analyze and advertise our products and services; conduct aggregate analysis and develop business intelligence; share Personal Data with third party service providers; ensure network and information security throughout Nomod; and transmit Personal Data within our affiliates for internal administrative purposes.

iv. Payment transactions and related services: We use Personal Data of our User’s Customers to process online payment transactions and authenticate Customers on behalf of our Users. All such use is pursuant to the terms of our business relationships with our Users. In addition, we may offer payment-related services to Users who have requested such services, and our delivery of such related services to our Users may involve the use of Personal Data. The entity responsible for the collection and use of Customers’ Personal Data in the context of payment transactions and payment-related services is the User.

If we need to use your Personal Data in other ways, we will provide specific notice at the time of collection and obtain your consent where required by applicable law.

b. Marketing Communications

We may send you email marketing communications about Nomod products and services, invite you to participate in our events or surveys, or otherwise communicate with you for marketing purposes, provided that we do so in accordance with the consent requirements that are imposed by applicable law. For example, when we collect your business contact details through our participation at trade shows or other events, we may use the information to follow-up with you regarding an event, send you information that you have requested on our products and services and, with your permission, include you in our marketing information campaigns.

c. Advertising

When you visit our Sites, we (and our service providers) may use Personal Data collected from you and your device to target advertisements for our Services to you on our Sites and other sites you visit (“interest-based advertising”), where allowed by applicable law. For example, when you visit our Site, we will use cookies to identify your device and direct ads for our Services to you. You have choices and control over our cookies (or similar technologies) we use to advertise to you. Please see our Cookie Policy for more information. At present, there is no industry standard for recognizing Do Not Track browser signals, so we do not respond to them.

We do not use, share, rent or sell the Personal Data of our Users’ Customers for interest-based advertising. We do not sell or rent the Personal Data of our Users, their Customers or our Site visitors.

d. Anonymous Data

Anonymous Data means data that is not associated with or linked to your Personal Data; Anonymous Data does not, by itself, permit the identification of individual persons. However once you have given us your Personal Data, we may collect and store this information.

We may create Anonymous Data records from Personal Data by excluding information (such as your name) that make the data personally identifiable to you. We use this Anonymous Data to analyse usage patterns so that we may enhance the content of our Services. We reserve the right to use Anonymous Data for any purpose and disclose Anonymous Data to third parties in our sole discretion.

3. How we Disclose the Information we Collect

Nomod does not sell or rent Personal Data to marketers or unaffiliated third parties. We share your Personal Data with trusted entities, as outlined below:

a. Nomod: We share Personal Data with other Nomod entities in order to provide our Services and for internal administration purposes.

b. Service Providers: We share Personal Data with a limited number of our service providers. We have service providers that provide services on our behalf, such as identity verification services, website hosting, data analysis, information technology and related infrastructure, customer service, email delivery, and auditing services. These service providers may need to access Personal Data to perform their services. We authorize such service providers to use or disclose the Personal Data only as necessary to perform services on our behalf or comply with legal requirements. We require such service providers to contractually commit to protect the security and confidentiality of Personal Data they process on our behalf. Our service providers are predominantly located in the European Union and the United States of America.

c. Business Partners: We share Personal Data with third party business partners when this is necessary to provide our Services to our Users. Examples of third parties to whom we may disclose Personal Data for this purpose are banks and payment method providers (such as credit card networks) when we provide payment processing services.

d. Our Users and Third Parties Authorized by our Users: We share Personal Data with Users as necessary to maintain a User account and provide the Services. We share data with parties directly authorized by a User to receive Personal Data, such as when a User authorizes a third party application provider to access the User’s Nomod account using Nomod APIs. The use of Personal Data by an authorized third party is subject to the third party’s privacy policy.

e. Corporate Transactions: In the event that we enter into, or intend to enter into, a transaction that alters the structure of our business, such as a reorganization, merger, sale, joint venture, assignment, transfer, change of control, or other disposition of all or any portion of our business, assets or stock, we may share Personal Data with third parties in connection with such transaction. Any other entity which buys us or part of our business will have the right to continue to use your Personal Data, but only in the manner set out in this Privacy Policy unless you agree otherwise.

f. Compliance and Harm Prevention: We share Personal Data as we believe necessary: (i) to comply with applicable law, or payment method rules; (ii) to enforce our contractual rights; (iii) to protect the rights, privacy, safety and property of Nomod, you or others; and (iv) to respond to requests from courts, law enforcement agencies, regulatory agencies, and other public and government authorities, which may include authorities outside your country of residence.

4. Your Rights and Choices

You have choices regarding our use and disclosure of your Personal Data:

a. Opting Out of Receiving Electronic Communications from Us: If you no longer want to receive marketing-related emails from us, you may opt-out via the unsubscribe link included in such emails. We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt-out of receiving marketing-related emails from us, we may still send you important administrative messages that are required to provide you with our Services.

b. How You can See or Change Your Account Personal Data: If you would like to review, correct, or update Personal Data that You have previously disclosed to us, you may do so by signing in to your Nomod account or by contacting us.

c. Your Data Protection Rights: Depending on your location and subject to applicable law, you may have the following rights with regard to the Personal Data we control about you:

• The right to request confirmation of whether Nomod processes Personal Data relating to you, and if so, to request a copy of that Personal Data;

• The right to request that Nomod rectifies or updates your Personal Data that is inaccurate, incomplete or outdated;

• The right to request that Nomod erase your Personal Data in certain circumstances provided by law;

• The right to request that Nomod restrict the use of your Personal Data in certain circumstances, such as while Nomod considers another request that you have submitted (including a request that Nomod make an update to your Personal Data); and

• The right to request that we export to another company, where technically feasible, your Personal Data that we hold in order to provide Services to you.

Where the processing of your Personal Data is based on your previously given consent, you have the right to withdraw your consent at any time. You may also have the right to object to the processing of your Personal Data grounds relating to your particular situation.

d. Process for Exercising Data Protection Rights: In order to exercise your data protection rights, you may contact Nomod as described in the Contact us section below. We take each request seriously. We will comply with your request to the extent required by applicable law. We will not be able to respond to a request if we no longer hold your Personal Data. If you feel that you have not received a satisfactory response from us, you may consult with the data protection authority in your country.

For your protection, we may need to verify your identity before responding to your request, such as verifying that the email address from which you send the request matches your email address that we have on file. Authentication based on a government-issued and valid identification document may be required. If we no longer need to process Personal Data about you in order to provide our Services or our Sites, we will not maintain, acquire or process additional information in order to identify you for the purpose of responding to your request.

If you are a Customer of a Nomod User, please direct your requests directly to the User. For example, if you are making, or have made, a purchase from a merchant using Nomod to accept the payment, and you have a request that is related to the payment information that you provided as part of the purchase transaction, then you should address your request directly to the merchant.

5. Security and Retention

We make reasonable efforts to ensure a level of security appropriate to the risk associated with the processing of Personal Data. We maintain organizational, technical and administrative measures designed to protect Personal Data within our organization against unauthorized access, destruction, loss, alteration or misuse. Your Personal Data is only accessible to a limited number of personnel who need access to the information to perform their duties. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of your account has been compromised), please contact us immediately.

We retain your Personal Data as long as we are providing the Services to you. We retain Personal Data after we cease providing Services directly or indirectly to you, even if you close your Nomod account or complete a transaction with a Nomod User, to the extent necessary to comply with our legal and regulatory obligations, and for the purpose of fraud monitoring, detection and prevention. We also retain Personal Data to comply with our tax, accounting, and financial reporting obligations, where we are required to retain the data by our contractual commitments to our financial partners, and where data retention is mandated by the payment methods that we support. Where we retain data, we do so in accordance with any limitation periods and records retention obligations that are imposed by applicable law.

6. International Data Transfers

We are a global business. Personal Data may be stored and processed in any country where we have operations or where we engage service providers. We may transfer Personal Data that we maintain about you to recipients in countries other than the country in which the Personal Data was originally collected, including to the United States. Those countries may have data protection rules that are different from those of your country. However, we will take measures to ensure that any such transfers comply with applicable data protection laws and that your Personal Data remains protected to the standards described in this Privacy Policy. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in those other countries may be entitled to access your Personal Data.

If you are located in the European Economic Area (“EEA”), the UK or Switzerland, we comply with applicable laws to provide an adequate level of data protection for the transfer of your Personal Data to the US.

7. Use by Minors

The Services are not directed to individuals under the age of eighteen (18), and we request that they not provide Personal Data through the Services.

8. Updates to this Privacy Policy

We may change this Privacy Policy from time to time to reflect new services, changes in our Personal Data practices or relevant laws. The “Last updated” notice at the top of this Privacy Policy indicates when this Privacy Policy was last revised. Any changes are effective when we post the revised Privacy Policy on the Services. We may provide you with disclosures and alerts regarding the Privacy Policy or Personal Data collected by posting them on our website and, if you are a User, by contacting you through your Nomod app, email address and/or the physical address listed in your Nomod account.

9. Links to Other Websites

The Services may provide the ability to connect to other websites. These websites may operate independently from us and may have their own privacy notices or policies, which we strongly suggest you review. If any linked website is not owned or controlled by us, we are not responsible for its content, any use of the website or the privacy practices of the operator of the website.

10. Jurisdiction Specific Provisions

a. Residents of the European Economic Area (EEA), the UK and Switzerland

The entity responsible for the collection and processing of Personal Data for residents of the EEA, the UK and Switzerland is Nomod Inc., a company incorporated in the Cayman Islands under company number 378288 and with its registered address at Vistra (Cayman) Limited, P. O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 1205, Cayman Islands. To exercise your rights, the Data Protection Officer may be contacted via [email protected].

If you are a resident of the EEA and believe we process your information in scope of the General Data Protection Regulation (GDPR), you may direct your questions or complaints to the relevant national authority, which can be found here. If you are a resident of the UK, you may direct your questions or concerns to the UK Information Commissioner’s Office.

b. Residents of California, United States

This section provides additional details about the personal information we collect about California consumers as well as the rights of California consumers under the California Consumer Privacy Act (CCPA).

i. How We Collect, Use, and Disclose your Personal Information: The Personal Data We Collect section describes the personal information we may have collected over the last 12 months, including the categories of sources of that information. We collect this information for the purposes described in the How We Use Personal Data section. We share this information as described in the How We Disclose Personal Data section. Nomod uses cookies, including advertising cookies, as described in our Cookie Policy.

ii. Your CCPA Rights and Choices: As a California consumer and subject to certain limitations under the CCPA, you have choices regarding our use and disclosure of your personal information:

• Exercising the Right to Know: You may request, up to twice in a 12-month period, the categories and specific pieces of personal information we have collected about you during the past 12 months; the categories of sources; the business or commercial purpose; the categories of third parties; and the categories of personal information disclosed for a business purpose.

• Exercising the Right to Delete: You may request that we delete the personal information we have collected from you, subject to certain limitations under applicable law.

• Exercising the Right to Opt-Out from a Sale: You may request to opt out of any “sale” of your personal information that may take place. As described in Advertising, we do not use, share, rent or sell the Personal Data of our Users’ Customers for interest-based advertising. We do not sell or rent the Personal Data of our Users, their Customers or our Site visitors.

• Non-Discrimination: The CCPA provides that you may not be discriminated against for exercising these rights.

To submit a request to exercise any of the rights described above, you may contact Nomod at [email protected]. We may need to verify your identity before responding to your request, such as verifying that the email address from which you send the request matches your email address that we have on file. Authentication based on a government-issued and valid identification document may be required. If you are a Customer of a Nomod User, please direct your requests directly to the Nomod User with whom you shared your personal information.

11. Contact Us

If You have any questions or complaints about this Privacy Policy, please contact us.

The following categories of businesses and business practices are restricted from using the Nomod Services (“Restricted Businesses”). Restricted Business categories may be imposed through Network Rules or the requirements of our Financial Services Partners.

In certain cases, businesses listed below may be eligible using the Services with explicit prior approval from Nomod. Note, however, that businesses that offer illegal products or services are never eligible to use the Nomod Services. The types of businesses listed are representative, but not exhaustive. If you are uncertain as to whether your business is a Restricted Business, or have questions about how these requirements apply to you, please contact us.

By registering with us, you are confirming that you will not use the Services to accept payments in connection with the following businesses, business activities, or business practices, unless you have received prior written approval from Nomod.

1. Financial and Professional Services

1.1 Investment and Credit Services Securities brokers; mortgage consulting or debt reduction services; credit counselling or repair; real estate opportunities; lending instruments

1.2 Money and Legal Services Money transmitters, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use Nomod to hold client funds, collection or settlement amounts, disputed funds, etc.)

1.3 Virtual Currency or Stored Value Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value or credits maintained, accepted and issued by anyone other than the seller

2. IP Infringement, Regulated or Illegal Products and Services

2.1 Intellectual Property or Proprietary Rights Infringement Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Nomod intellectual property without express consent from Nomod; use of the Nomod name or logo including use of Nomod trade or service marks, or in a manner that otherwise harms Nomod or the Nomod brand; any action that implies an untrue endorsement by or affiliation with Nomod

2.2 Counterfeit or Unauthorized Goods Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported

2.3 Gambling Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance

2.4 Regulated or Illegal Products or Services Marijuana dispensaries and related businesses; sale of drugs; sale of alcohol; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis; goods or services, the sale of which is illegal under applicable law in the jurisdictions to which your business is targeted or directed

2.5 Adult Content and Services Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per-view, adult live chat features

3. Unfair, Predatory, or Deceptive Practices

3.1 Get Rich Quick Schemes Investment opportunities or other services that promise high rewards

3.2 Mug Shot Publication or Pay-to-Remove Sites Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm

3.3 No-Value-Added Services Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers

4. Products or Services that are Otherwise Restricted by our Financial Partners

4.1 Aggregation Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds

4.2 Drug Paraphernalia Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs

4.3 High Risk Businesses Bankruptcy lawyers; computer technical support; psychic services; travel reservation services and clubs; airlines; cruises; timeshares; prepaid phone cards, phone services, and cell phones; telemarketing, telecommunications equipment and telephone sales; drop shipping; forwarding brokers; negative response marketing; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies; any business or organization that a. engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic

4.4 Multi-Level Marketing Pyramid schemes, network marketing, and referral marketing programs

4.5 Pseudo Pharmaceuticals Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body

4.6 Social Media activity Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity

4.7 Substances Designed to Mimic Illegal Drugs Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)

4.8 Video Game or Virtual World Credits Sale of in-game currency or game items, unless the merchant is the operator of the virtual world

4.9 Use of Nomod in a Manner Inconsistent with its Intended Use or as Expressly Prohibited in the Nomod Terms of Service Processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment cross-sell product or service