These Merchant Terms of Service ("Terms") govern your access to and use of the Jaris platform and any Jaris-branded products, services, features, or workflows made available to you (collectively, the "Services"). These Terms form a binding agreement between you ("Merchant," "you," or "your") and Jaris, Inc. ("Jaris," "we," "us," or "our").

By accessing or using any Jaris-branded Service, submitting information through a Jaris-managed workflow, or clicking to accept these Terms, you agree to be bound by these Terms and all disclosures, notices, and policies incorporated by reference and presented in connection with your use of the Services.

Certain Services enable you to apply for business-purpose loans offered by an applicable Bank Partner or to participate in other product programs made available through the Services (each, a "Program"). Not all Merchants are eligible for, offered, or able to access all products or Services, and availability may vary based on eligibility criteria, Program rules, and Bank Partner requirements.

If you do not agree to these Terms, you may not access or use the Services.

Definitions

"Applicable Law" means all applicable laws, regulations, and rules, and, to the extent relevant to the Services, applicable Bank Partner, payment network, and regulatory requirements.

"Bank Partner" means a federally or state-chartered financial institution that originates loans, establishes accounts, controls settlement and repayment mechanics, or otherwise provides regulated financial products or services in connection with the Services.

"Partner" means a third-party software platform, marketplace, independent sales organization, referral partner, or other service provider through which you may access the Services or that facilitates access to Jaris-powered workflows and features.

"Program" means a product program, service configuration, or set of operational terms offered through the Services in connection with a Bank Partner product or Jaris-supported feature, and governed by applicable Bank Partner requirements and program rules.

Scope and Structure

These Terms apply solely to Jaris-branded experiences, including Services delivered through Jaris-operated domains, subdomains, hosted workflows, dashboards, or interfaces presented by Jaris, whether branded or co-branded (each, a "Jaris-Branded Experience"). For clarity, these Terms apply when you access Services through Jaris-branded interfaces, Jaris-hosted workflows, or Jaris-operated subdomains where Jaris is presented to you as a service provider.

These Terms govern:

• your access to and use of the Jaris platform, tools, and operational workflows;
• platform-level features such as onboarding support, monitoring, reporting, servicing support, and settlement-related workflows; and
• your participation in Programs where Jaris presents the merchant-facing terms and disclosures.

These Terms do not govern:

• loan agreements, credit agreements, guaranties, or credit disclosures issued by a bank or lender;
• bank account agreements, settlement account terms, or payment processing agreements; or
• partner-branded or white-labeled experiences governed by a third party's terms of service or privacy policy.

Independent sales organizations (ISOs), referral partners, or other third parties requiring direct technical integration with Jaris, including API access, hosted workflows, or use of Jaris-operated subdomains, are governed by separate Platform Services Agreements in addition to these Terms. To the extent any such party also accesses the Services as a Merchant, these Terms apply to such merchant-facing activity.

Any loan, credit product, settlement account, payment processing service, or other regulated financial product you access through the Services is governed exclusively by the separate agreements, disclosures, and terms provided by the applicable bank, financial institution, payment processor, settlement partner, or payment network. Nothing in these Terms modifies, replaces, or supersedes those agreements.

Where Jaris provides technology, workflows, or operational support in connection with such products, Jaris acts solely in a program-management and platform capacity, as further described in these Terms and applicable disclosures.

Order of Control

If there is any conflict between these Terms and other agreements, disclosures, or rules applicable to your use of the Services, the following order of control applies:

1. If there is a conflict between these Terms and a loan agreement, credit agreement, bank account agreement, or bank-issued disclosure, the applicable bank agreement or disclosure controls.
2. If there is a conflict between these Terms and payment processor rules, settlement partner terms, or payment network rules, the applicable processor, settlement partner, or network rule controls.
3. If there is a conflict between these Terms and a Jaris-specific disclosure or notice presented within a particular Service flow, that disclosure or notice controls solely for that Service or feature.

For clarity, these Terms govern your relationship with Jaris as a platform and program manager and do not alter your rights or obligations under any agreement entered directly with a bank, financial institution, payment processor, settlement partner, or network.

Overview of Roles

Jaris Role

Jaris acts as a program manager and technology platform provider. Jaris provides technology, workflows, dashboards, APIs, reporting tools, and operational support services that enable access to Programs and Bank Partner products. Loan servicing is performed by Jaris Lending, LLC (NMLS ID: 2281431), a licensed affiliate of Jaris, Inc.

Jaris may facilitate onboarding workflows, identity verification, data processing, monitoring, servicing communications, settlement-related workflows, and reporting in accordance with applicable Program rules and Bank Partner requirements. Where applicable, Jaris acts as an authorized service provider or agent of a Bank Partner solely for ministerial, operational, or servicing-related functions. Except as expressly authorized in writing by an applicable Bank Partner and permitted by Applicable Law, Jaris does not act as agent, fiduciary, trustee, custodian, or representative of the Merchant.

Jaris is not a bank, lender, broker, money transmitter, financial advisor, or legal advisor. Jaris does not make credit decisions, set loan terms, approve accounts, establish settlement timing, or control merchant funds, except as expressly authorized by an applicable Bank Partner and permitted by Applicable Law.

Bank Partner Role

Certain products and services accessed through the Services are issued, funded, or provided by one or more Bank Partners. Loan agreements, credit agreements, guaranties, bank account agreements, and bank-issued disclosures are entered into directly between you and the applicable Bank Partner and govern all credit, repayment, settlement, account, and servicing terms. Jaris does not modify or replace those agreements.

Partner Platforms

You may access the Services through a Partner. Partners are not banks or lenders and do not make credit decisions, approve loans, establish settlement terms, or control bank accounts.

Partners may facilitate access to Jaris-powered workflows and features but do not determine eligibility, approval, pricing, funding, settlement timing, or servicing outcomes. Your use of a Partner platform may also be subject to the Partner's separate terms of service and privacy policy, which govern the Partner's platform independently of these Terms.

Authority to Bind

By accessing or using the Services, you represent and warrant that you are authorized to enter into these Terms on behalf of the Merchant and to bind the Merchant to these Terms. The Merchant is responsible for all activity conducted through its account, credentials, or access to the Services.

Electronic Consent (E-SIGN)

By accessing or using the Services, submitting information through Jaris-managed workflows, or clicking to accept these Terms, you consent to receive all agreements, disclosures, notices, statements, and communications electronically, including:

• loan-related disclosures and servicing communications issued by a Bank Partner;
• Instant Payout disclosures, confirmations, and transaction records;
• settlement-related notices;
• privacy notices and updates;
• required regulatory disclosures, including adverse action notices where applicable; and
• marketing and promotional communications regarding Jaris-supported Programs and services.

You agree that electronic records, disclosures, and signatures satisfy any legal requirement that such records be provided in writing, to the extent permitted by Applicable Law. Required disclosures may be presented and accepted electronically at the time of application, enrollment, transaction, or use of a Service, and acceptance may be evidenced by electronic acknowledgment, digital signature, or continued use of the applicable Service.

You agree to maintain accurate and current contact information and to regularly access and review electronic communications. Withdrawal of your consent to receive electronic communications may limit or terminate your ability to access or use some or all Services.

Data Use & Sharing

Data You Provide

In connection with your access to and use of the Services, you authorize Jaris and any applicable Bank Partner to collect, receive, process, store, and use information relating to you and your business, including:

• business identity and registration information (such as legal name, EIN, address, and entity structure);
• personal information relating to beneficial owners, control persons, and authorized representatives;
• transaction, settlement, payment, and processing data;
• linked bank account information and payment authorizations; and
• identity verification, compliance, and risk-related data.

Such information may be used for purposes including onboarding, identity verification, eligibility assessment, underwriting support, servicing, settlement facilitation, repayment support, fraud prevention, compliance, audit, monitoring, risk management, and marketing and promotional communications regarding Jaris-supported Programs and services, as permitted by Applicable Law.

Data Sharing

You authorize Jaris and any applicable Bank Partner to share information described in these Terms with:

• Partners through which you access the Services, to the extent necessary to enable Program participation and support permitted roles;
• service providers and vendors supporting onboarding, identity verification, payments, settlement, servicing, analytics, compliance, and technology operations;
• Bank Partners, their auditors, regulators, and service providers, for purposes of underwriting, eligibility assessment, servicing, repayment facilitation, monitoring, compliance, and regulatory reporting; and
• governmental or regulatory authorities where required by Applicable Law, legal process, or supervisory request.

Information sharing is limited to what is reasonably necessary to provide the Services, satisfy regulatory requirements, or support applicable Programs. Data processing for Bank Partner products reflects a bank-led model for purposes of the Gramm-Leach-Bliley Act (GLBA) and related regulations. Where applicable, Jaris acts as a service provider or processor for Bank Partners.

Credit Reports and FCRA Authorization

To the extent permitted by Applicable Law, you authorize Jaris and any applicable Bank Partner to obtain and use consumer-owner and business credit reports and related information for permissible purposes under the Fair Credit Reporting Act ("FCRA") and similar laws, including identity verification, eligibility assessment, underwriting support, servicing, repayment facilitation, ongoing monitoring, and risk management.

You acknowledge that:

• Partners do not receive consumer credit reports or full credit file data. Partners may receive only limited status or summary outputs necessary to support their permitted roles, as expressly authorized by Jaris and the applicable Bank Partner.
• Absent such authorization, any information shared with a Partner will be limited to status, eligibility, or summary information necessary to support the Partner's permitted Program roles.
• If credit is denied or adversely affected, you may receive an adverse action notice from the applicable Bank Partner, and where required by law or an approved structure, a notice may also be provided by another party as permitted under Applicable Law.

Ongoing Monitoring and Continuous Access

You authorize Jaris and any applicable Bank Partner, on an ongoing basis and for the duration of your use of the Services and for so long as any Bank Partner product, Instant Payout, settlement obligation, or related servicing activity remains outstanding, to access, receive, monitor, and analyze information relating to:

• transaction and processing activity;
• settlement flows and payout activity;
• chargebacks, refunds, reversals, and disputes;
• linked bank account activity and authorizations;
• merchant identification numbers (MIDs); and
• related operational and risk data obtained from payment processors, financial institutions, and third-party data providers.

This authorization supports onboarding, eligibility determination, underwriting support, servicing, repayment facilitation, fraud detection, compliance, audit, and program integrity. This authorization is a condition of access to the Services and survives suspension or termination to the extent required to complete servicing, repayment, reconciliation, or regulatory obligations.

Fees and Charges

Jaris may charge fees for certain Services, including fees associated with Instant Payout or other optional features, as disclosed to you at the time of enrollment or use of the applicable Service. All applicable fees, pricing, and timing of charges will be presented in the relevant Service flow or disclosure and must be accepted as a condition of use.

Jaris does not charge fees for loan products. Loan fees, interest, and other charges are determined solely by the applicable Bank Partner and are disclosed in the loan application and loan agreement provided by the Bank Partner.

Your bank, payment processor, settlement partner, or Partner may charge separate fees under agreements entered into directly with those parties.

Onboarding Services

When you submit information through a Jaris-Branded Experience or otherwise participate in onboarding workflows provided through the Services, you consent to Jaris and any applicable Bank Partner using such information to support onboarding, verification, and Program eligibility.

Onboarding Activities

Onboarding services may include, as applicable:

• collection and verification of business identity information;
• collection of beneficial ownership, control person, and authorized representative information;
• Know-Your-Customer (KYC), Know-Your-Business (KYB), anti-money-laundering (AML), sanctions, and fraud screening; and
• routing of application and onboarding information to a Bank Partner or other authorized Program participant.

Bank Partner Authority

All determinations regarding verification, approval, rejection, account opening, eligibility, or participation in any Bank Partner product or account are made solely by the applicable Bank Partner in accordance with its policies and Applicable Law. Jaris facilitates onboarding workflows and data transmission but does not make eligibility, approval, underwriting, or risk determinations unless expressly authorized by a Bank Partner and permitted by law.

Use of Onboarding Information

Information submitted through onboarding workflows may be used to evaluate eligibility for:

• business loans or other credit products offered by a Bank Partner;
• Instant Payout features;
• settlement or account services; and
• other Programs made available through the Services.

Accuracy and Updates

You represent that all onboarding information you provide is accurate, complete, and current. You agree to promptly update Jaris regarding any material changes to ownership, control, business operations, payment processors, settlement arrangements, or bank account information that may affect onboarding, eligibility, or ongoing use of the Services.

No Guarantee

Completion of onboarding workflows does not guarantee approval, eligibility, funding, settlement access, or continued participation in any Program. Availability of Services is subject to ongoing verification, monitoring, risk management, and compliance requirements.

Automated Processing and Artificial Intelligence

The Services may use automated tools, including artificial intelligence, in connection with fraud detection, identity verification, risk assessment, application processing, and other operational functions.

Marketing Communications

By using the Services or submitting information through onboarding or application workflows, you consent to receive marketing and promotional communications from Jaris regarding Jaris-supported Programs, products, and services.

Marketing communications may be delivered by email, through in-platform notifications, or, where you provide a mobile telephone number, by SMS text message. Marketing text messages may be sent using automated technology where permitted by Applicable Law. Consent to receive marketing communications, including text messages, is not a condition of obtaining any Service or financial product.

You may opt out of marketing emails at any time by following the unsubscribe instructions included in any marketing email. You may opt out of marketing text messages at any time by replying STOP to any marketing message or by contacting Jaris at the address provided below. Message and data rates may apply. Message frequency may vary.

Opting out of marketing communications does not affect your receipt of operational, transactional, servicing, compliance-related, or legally required communications, which may continue for as long as you use the Services or have outstanding obligations.

Instant Payout

Instant Payout enables eligible Merchants to receive accelerated access to certain settlement proceeds for a disclosed fee. Instant Payout is not a loan, does not create a debt obligation, and does not involve underwriting or credit decisioning. Instant Payout is structured as an acceleration of settlement proceeds and is limited to funds otherwise payable to the Merchant. To the extent settlement proceeds are insufficient, recovery is limited to authorized settlement mechanisms and related account authorizations and does not create a recourse-based credit obligation.

Description of Instant Payout

Instant Payout allows eligible Merchants to receive earlier access to settlement proceeds that would otherwise be made available under standard settlement timelines. Eligibility, availability, limits, timing, and fees are determined in accordance with applicable Program rules, settlement partner requirements, and risk controls.

No Credit Relationship

Instant Payout:

• is not a loan, advance of credit, or financing arrangement;
• does not create a repayment obligation separate from settlement-based recoupment; and
• does not involve interest, amortization, maturity dates, or credit reporting.

Neither Jaris nor any Partner acts as a lender in connection with Instant Payout.

Funding and Recoupment Authorization

Instant Payout may be offered under different Program configurations, which may vary in funding source, fee structure, or operational mechanics, as disclosed at the time of enrollment or use. You authorize Jaris and any applicable financial institution, processor, or settlement partner, as applicable, to:

• make Instant Payout amounts available to you on an accelerated basis;
• recoup Instant Payout amounts and applicable fees primarily through offsets against future settlement proceeds; and
• apply adjustments, holds, or reversals in accordance with Program rules and settlement partner requirements.

Fallback ACH Authorization

Where settlement-based recoupment is unavailable or insufficient, you authorize ACH debits from your linked bank account for recovery of Instant Payout amounts, fees, chargebacks, reversals, or related adjustments, in accordance with your authorizations and Applicable Law.

No Security Interest; No Lien

Instant Payout does not create a security interest in, lien on, or encumbrance over any of the Merchant's assets, accounts, inventory, receivables, or property. Recoupment is limited to authorized settlement offsets and related account authorizations expressly provided under applicable agreements. No blanket lien, UCC Article 9 security interest, or general secured creditor relationship is created by participation in Instant Payout unless separately documented in a written agreement executed by the Merchant and the applicable secured party.

Risk Controls and Availability

Instant Payout availability may be delayed, limited, suspended, or declined due to factors including fraud risk, chargeback activity, transaction anomalies, verification issues, settlement performance, system limitations, or regulatory or partner requirements. Jaris does not guarantee Instant Payout availability, timing, or limits.

Ongoing Monitoring

Eligibility for Instant Payout is subject to ongoing monitoring of settlement activity, transaction behavior, account status, and related risk indicators. Continued access to Instant Payout requires ongoing compliance with Program rules and maintenance of authorized settlement and account connectivity.

No Separate Agreement Required

Instant Payout participation does not require execution of a separate agreement. Use of Instant Payout is governed by these Terms, applicable disclosures presented at enrollment or use, and any applicable bank, processor, or settlement partner agreements.

Loan Applications

Certain Services enable you to apply for business-purpose loans offered by an applicable Bank Partner.

Separate Bank Agreements

All loans are originated, underwritten, funded, serviced, and collected solely by the applicable Bank Partner. Loan terms, pricing, repayment obligations, remedies, and disclosures are governed exclusively by the separate loan agreements and bank-issued disclosures you enter into directly with the Bank Partner. These Terms do not modify, replace, or supersede any loan agreement or bank disclosure.

Role of Jaris

Jaris provides technology, workflows, reporting, and operational support that facilitate submission of loan applications and access to loan-related servicing information. Jaris does not make credit decisions, determine eligibility, set loan terms, approve funding, or act as a lender.

Application Process

Loan applications are submitted through Jaris-managed workflows and interfaces. Required disclosures, consents, and acknowledgments will be presented by Jaris or the Bank Partner during the application process. You agree to provide accurate, complete, and current information and to update such information as required for servicing and compliance purposes.

No Guarantee of Approval

Submission of a loan application does not guarantee approval, funding, or any particular terms. Approval decisions are made solely by the applicable Bank Partner in accordance with its underwriting criteria and Applicable Law.

Servicing and Communications

Loan servicing communications, notices, and disclosures may be delivered through Jaris-managed interfaces or communications on behalf of the Bank Partner, as permitted by law and your applicable loan agreements. All substantive loan servicing rights and obligations are governed by the Bank Partner's agreements.

Settlements and Bank Accounts

Certain Services require the use of settlement or operating accounts established, maintained, or controlled by an applicable bank, financial institution, or payment processor.

Settlement Accounts

Where required for a Service, you may be required to establish or maintain a settlement or operating account with an applicable bank or financial institution. Such accounts are governed by separate bank or account agreements entered into directly between you and the applicable provider. Jaris does not establish, own, or control settlement accounts and does not act as a bank, funds custodian, or depository institution.

Funds Flow and Application of Proceeds

Settlement proceeds may be routed through bank- or processor-controlled accounts and applied in accordance with applicable account agreements, Program rules, and risk controls. Settlement proceeds may be applied to fees, chargebacks, reversals, adjustments, loan repayment, or Instant Payout recoupment before disbursement to you, as authorized under applicable agreements and disclosures.

No Custody of Funds

Neither Jaris nor any Partner receives, holds, owns, or controls Merchant funds, except solely as permitted under applicable payment processing or settlement arrangements and Applicable Law. Certain Partners or processors may initiate or manage settlement movements as part of their role as a payment processor or service provider to an acquiring bank, including through Jaris-supported settlement engines, subject to applicable bank and processor arrangements. Jaris provides technology and operational workflows that support settlement visibility and reporting but does not exercise discretion over funds movement. All funds movement decisions, including timing, holds, reserves, offsets, routing, and disbursement, are controlled exclusively by the applicable bank, payment processor, or settlement partner pursuant to their respective agreements and regulatory obligations.

Maintenance of Authorized Accounts

You agree to maintain valid, authorized bank accounts, settlement accounts, and processing relationships required to support the Services you use. Failure to maintain such accounts or authorizations may result in suspension or termination of affected Services.

Settlement Timing and Availability

Settlement timing, holds, reserves, offsets, and availability of funds are determined by the applicable bank, processor, or settlement partner based on operational, risk, compliance, and network requirements. Jaris does not guarantee settlement timing or availability.

Merchant Obligations

You agree to:

• Provide Accurate Information. Provide accurate, complete, and current information in connection with onboarding, use of the Services, and any application, enrollment, or servicing activity. You will promptly update information if there are material changes to your business, ownership, control persons, processing relationships, merchant identification numbers (MIDs), or linked bank accounts.
• Use Services for Lawful Commercial Purposes. Use the Services solely for lawful commercial purposes and in compliance with Applicable Law, Program rules, and applicable bank, processor, or network requirements.
• Maintain Required Connectivity. Maintain the processing, settlement, account, and data connectivity required to support the Services you use, including connectivity necessary for monitoring, settlement routing, reporting, servicing support, and compliance functions.
• Cooperate with Monitoring and Compliance. Cooperate with ongoing monitoring, verification, audit, and compliance activities conducted by Jaris, applicable Bank Partners, and their service providers or regulators.
• Avoid Circumvention. Not take actions intended to bypass, obscure, interfere with, or manipulate settlement routing, monitoring, repayment support, eligibility assessments, or risk controls, including changing processors, settlement accounts, transaction patterns, or platform usage for the purpose of evading Program requirements.
• Authorized Use. Ensure that only authorized representatives access the Services and that all access and use is in accordance with these Terms. You are responsible for activities conducted through your credentials or accounts.

Prohibited Conduct

You may not, directly or indirectly:

• Misrepresentation. Misrepresent your business identity, ownership, control persons, transaction activity, settlement flows, or use of the Services.
• Evasion of Controls. Manipulate or attempt to evade monitoring, settlement routing, eligibility assessments, repayment mechanisms, reserves, or other risk controls, including by altering processors, bank accounts, transaction behavior, or platform usage patterns for that purpose.
• Unauthorized or Illegal Use. Use the Services for illegal activities, prohibited goods or services, or in violation of Applicable Law, Program rules, or applicable bank, processor, or network requirements.
• Interference. Interfere with, disrupt, degrade, or attempt to gain unauthorized access to the platform, APIs, workflows, security controls, or operational systems.
• Circumvention of Disclosures or Consents. Bypass, suppress, alter, or present alternatives to required disclosures, consents, or acknowledgments presented through the Services.
• Third-Party Harm. Use the Services in a manner that causes harm to Jaris, Bank Partners, processors, networks, or other users, including through fraud, abuse, or deceptive practices.

Platform Ownership and Limited License

The Services, including all software, workflows, dashboards, interfaces, content, designs, documentation, trademarks, service marks, and related technology, are owned by Jaris or its licensors and are protected by intellectual property laws.

Subject to your compliance with these Terms, Jaris grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes in connection with authorized Programs.

You may not:

• copy, modify, distribute, sell, sublicense, or create derivative works of the Services;
• reverse engineer, decompile, disassemble, or attempt to extract source code or underlying models;
• use automated means, scraping tools, bots, or similar technologies to access or extract data from the Services; or
• use the Services to build or support a competing product or service.

Except for the limited license expressly granted above, no rights are granted to you under these Terms, whether by implication, estoppel, or otherwise.

Changes to the Services

Jaris may modify, suspend, or discontinue any aspect of the Services, including features, eligibility criteria, Program rules, or availability, in whole or in part, at any time in its discretion, subject to Applicable Law and applicable Bank Partner requirements.

Where a modification materially affects your use of a Service, Jaris will provide reasonable notice through the Services, by email, or through other electronic means. Continued use of the affected Service after the effective date of a change constitutes acceptance of the change.

Nothing in this Section modifies or replaces any bank-issued agreement, disclosure, or notice governing a Bank Partner product, which may be modified only in accordance with the applicable Bank Partner's agreements and Applicable Law.

Jaris may develop and offer additional Programs, products, or features not currently described in these Terms. Access to such Programs may require additional disclosures, consents, or acceptance of supplemental terms as determined by Jaris and any applicable Bank Partner.

Suspension and Termination

Suspension or Termination

Jaris may suspend or terminate your access to some or all Services if:

• required by an applicable Bank Partner, payment processor, settlement partner, payment network, or regulator;
• fraud, verification failure, compliance concerns, or material violations of these Terms are identified; or
• continued access poses operational, compliance, credit, settlement, or risk concerns.

Suspension or termination may apply to a specific Service or Program or to your access to the Services as a whole.

Effect of Suspension or Termination

Upon suspension or termination:

• you must immediately cease using the affected Services;
• Jaris may disable access to workflows, dashboards, or features associated with the affected Services; and
• ongoing servicing, settlement, repayment, reconciliation, or regulatory obligations may continue as required under applicable agreements or law.

Termination of these Terms does not affect your obligations under any separate loan agreement, bank account agreement, settlement agreement, or payment processing agreement entered into directly with a bank, processor, or other third party.

No Prior Notice Required

Where required by a Bank Partner, regulator, payment network, or to mitigate fraud, operational, settlement, or compliance risk, suspension or termination may occur without prior notice.

Survival

Sections relating to electronic consent, data use and sharing, monitoring authorizations, automated processing and artificial intelligence, marketing communications, dispute resolution, arbitration, class action waiver, disclaimers, limitation of liability, and governing law survive suspension or termination to the extent permitted by Applicable Law.

Disclaimers

Services Provided "As Is"

The Services are provided on an "as is" and "as available" basis. Jaris does not guarantee that the Services will be uninterrupted, error-free, or available at all times.

No Guarantees

Jaris does not guarantee:

• approval for any Bank Partner product or Service;
• access to any particular Program, feature, or funding amount;
• settlement timing, availability, or uninterrupted access to proceeds; or
• that any Service will meet your business needs or expectations.

Eligibility, availability, limits, settlement timing, monitoring outcomes, and continued access to Services may change based on Program rules, Bank Partner requirements, settlement partner policies, transaction activity, risk considerations, or compliance obligations.

No Advice

Jaris does not provide legal, tax, accounting, financial, or regulatory advice. You are responsible for determining whether the Services are appropriate for your business and for consulting your own advisors as needed.

No Fiduciary Relationship

Neither Jaris nor any Bank Partner acts as your fiduciary, agent, trustee, or advisor. Decisions regarding eligibility, access, monitoring, settlement controls, servicing, or suspension are made for compliance, risk management, operational integrity, and program administration purposes and not for your benefit.

Limitation of Liability

To the maximum extent permitted by Applicable Law:

Excluded Damages

Neither Jaris nor its affiliates, officers, directors, employees, service providers, or Bank Partners will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of data, business interruption, or loss of goodwill, arising out of or relating to your access to or use of the Services, even if advised of the possibility of such damages.

Liability Cap

Except for liability that cannot be limited under Applicable Law, including liability arising from gross negligence or willful misconduct where such limitation is prohibited by law, Jaris's aggregate liability arising out of or relating to these Terms or the Services will not exceed the total fees, if any, paid by you to Jaris for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

Third-Party Services

Jaris is not responsible or liable for acts or omissions of Bank Partners, payment processors, settlement partners, networks, or other third parties whose products or services you access in connection with the Services. Your rights and remedies with respect to such third parties are governed by your separate agreements with them.

Basis of the Bargain

You acknowledge that the limitations set forth in this Section are an essential basis of the agreement between you and Jaris and apply regardless of the form of action, whether in contract, tort, statute, or otherwise.

Dispute Resolution; Arbitration; Class Action Waiver

Business-Purpose Acknowledgment

The Services are offered and provided solely for commercial and business purposes. By accepting these Terms, you represent and warrant that you are using the Services for business purposes and not for personal, family, or household purposes. To the extent you are a sole proprietor or individual business owner, you acknowledge that your use of the Services is in a commercial capacity.

Informal Resolution

Before initiating arbitration, you agree to provide written notice of the dispute to Jaris and attempt in good faith to resolve the dispute informally for at least thirty (30) days. The notice must describe the nature of the dispute and the relief sought in sufficient detail to permit meaningful evaluation and must be sent to the address specified in the Notices section. If the dispute is not resolved within thirty (30) days after receipt of the notice, either party may initiate arbitration as provided below.

Agreement to Arbitrate

Except as expressly provided in this Section, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Program, including the formation, enforceability, scope, or validity of this arbitration provision, will be resolved exclusively by final and binding arbitration on an individual basis.

Governing Law of Arbitration

The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of this arbitration provision and preempts any inconsistent state law to the fullest extent permitted by Applicable Law.

Arbitration Rules and Administration

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. If the Merchant is a sole proprietor and asserts that the dispute is consumer in nature, the arbitration will instead be administered under the JAMS Consumer Arbitration Minimum Standards, solely to the extent required by Applicable Law.

Location and Procedure

Unless the parties agree otherwise, the arbitration will be conducted in Delaware. If the Merchant demonstrates that conducting arbitration in Delaware would impose an unreasonable burden, the arbitration may be conducted by videoconference, telephonically, or solely on the basis of written submissions, as determined by the arbitrator in accordance with applicable rules.

Costs and Fees

Each party will bear its own attorneys' fees unless otherwise awarded by the arbitrator under Applicable Law. Arbitration filing, administrative, and arbitrator fees will be allocated in accordance with the applicable JAMS rules. To the extent required by Applicable Law to preserve enforceability of this arbitration provision, Jaris will pay any portion of arbitration fees necessary to prevent the provision from being deemed unenforceable.

Class and Representative Action Waiver

All disputes must be brought solely in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may award relief only on an individual basis and may not award relief on behalf of any other person or class.

Injunctive Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property rights or confidential information pending completion of arbitration.

Severability

If any portion of this arbitration provision is found unenforceable, the remaining portions will remain in full force and effect, except that if the class action waiver is found unenforceable with respect to a particular claim, this arbitration provision will be void solely as to that claim.

Survival

This Section survives termination of these Terms and any use of the Services.

Governing Law; Venue

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Subject to the Dispute Resolution; Arbitration section, any action, claim, or proceeding arising out of or relating to these Terms or your use of the Services must be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction and venue of those courts.

Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Jaris's prior written consent. Any attempted assignment in violation of this Section is void.

Jaris may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Notices and Contact Information

You agree that Jaris may provide notices, disclosures, and communications required under these Terms or Applicable Law electronically through the Services, by email, or through other electronic means permitted by law.

If you have questions about the Services or these Terms, or need support, you may contact Jaris at: support@jaris.com

Notices to Jaris relating to legal matters must be sent in writing to the contact information specified in the applicable Program disclosures or as otherwise designated by Jaris in writing.