Merchant Agreement

This Merchant Agreement, including the Fee Schedule and Reserve Terms incorporated herein by reference (this "Agreement"), is a binding agreement between Organization XIII Inc., a Delaware corporation d/b/a Vortex ("Vortex," "we," or "us") and the person or entity identified in the onboarding submission as the merchant ("Merchant," "you," or "your"). BY CLICKING "ACCEPT" OR BY SUBMITTING A TRANSACTION FOR PROCESSING THROUGH THE SERVICES, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT MERCHANT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF MERCHANT IS A CORPORATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF MERCHANT AND BIND MERCHANT TO ITS TERMS.

1. Services.

Vortex provides payment acceptance services that enable Merchant to accept card payments (the "Services"). Payment processing is performed by Vortex's third-party payment processor, Finix, Inc. ("Processor"), and one or more financial institution partners of Processor. Merchant appoints Vortex as its agent for the limited purpose of transmitting transaction data and receiving settlement proceeds on Merchant's behalf as described in this Agreement.

2. Merchant Account and Underwriting.

(a) Merchant must complete Vortex's onboarding and underwriting process and be approved by Vortex and Processor before submitting transactions. Merchant represents that all information provided in onboarding is true, accurate, and complete, and agrees to promptly update that information if it changes.

(b) Merchant authorizes Vortex and Processor to obtain credit reports, identity verification, and other background information about Merchant and its principals, and to share onboarding information with Processor and Processor's financial institution partners for underwriting, compliance, fraud, and risk purposes.

(c) Vortex or Processor may suspend or terminate the Services, impose transaction limits, or require additional information at any time based on underwriting, risk, or compliance determinations.

3. Processor Terms; Third-Party Beneficiary.

(a) Merchant's use of the Services is subject to Processor's Terms of Service, which Merchant has reviewed and accepted during onboarding. Merchant acknowledges that its acceptance of those terms forms a separate, direct agreement between Merchant and Processor.

(b) Processor is an intended third-party beneficiary of this Agreement with respect to Merchant's obligations relating to transaction processing, data sharing, reserves, and compliance, and Processor may enforce those provisions directly.

(c) Merchant authorizes Vortex to share with Processor, and Processor to use and retain, all information Merchant provides or that is generated through the Services, including business, personal, transactional, and bank account information, as necessary to provide the Services and to satisfy Processor's compliance and risk obligations under applicable law and card network rules.

4. Settlement and Payouts.

(a) Vortex will submit Merchant's approved transactions for processing and will initiate settlement of net proceeds to Merchant's designated settlement bank account, net of fees, refunds, chargebacks, disputes, reserves, and other amounts owed under this Agreement.

(b) Settlement timing depends on Processor and banking network availability. Vortex may delay, suspend, or offset settlement where required by Processor, card network rules, law, or this Agreement.

(c) Merchant is responsible for maintaining accurate settlement bank account information. Vortex and Processor are not responsible for misdirected settlements resulting from inaccurate information Merchant provides.

5. Reserves.

(a) Vortex or Processor may require Merchant to maintain a reserve (a "Reserve") to secure Merchant's obligations under this Agreement, including chargebacks, refunds, fees, fines, and assessments. A Reserve may be funded by withholding a percentage of settlement proceeds, by an initial deposit, or by delaying settlement, as determined by Vortex or Processor based on Merchant's risk profile.

(b) Vortex or Processor may draw on the Reserve to satisfy any obligation of Merchant under this Agreement. Merchant must replenish the Reserve upon notice. Amounts in the Reserve may be held for a period after termination consistent with the tail risk of Merchant's transaction activity, and the remaining balance, if any, will be released thereafter.

(c) The Reserve does not limit Merchant's liability. Merchant remains liable for all obligations that exceed the Reserve balance.

6. Fees.

Merchant will pay the processing fees and other charges described in the Vortex Fee Schedule published at vortex.nyc/fees, as updated from time to time (the "Fee Schedule"), which is incorporated into this Agreement by reference. Fees may be deducted from settlement proceeds or invoiced separately. Fees are non-refundable except as expressly stated.

7. Merchant Obligations.

(a) Merchant will use the Services only for bona fide sales of goods or services it provides directly to its customers, in the ordinary course of the business described in its onboarding submission, and only for transaction types Merchant is approved to process.

(b) Merchant will comply with all applicable laws and card network rules, including PCI DSS obligations applicable to Merchant's environment, and will not process transactions for third parties, for illegal or prohibited goods or services, or that are fraudulent, misleading, or unauthorized by the cardholder.

(c) Merchant will provide receipts for transactions, honor its stated refund policies, and prominently disclose those policies to its customers.

8. Chargebacks and Disputes.

Merchant is liable for all chargebacks, retrievals, disputes, and associated fees and fines. Vortex and Processor may deduct such amounts from settlement proceeds, the Reserve, or Merchant's settlement account. Merchant will cooperate fully and timely with Vortex and Processor in responding to disputes, including providing requested evidence by stated deadlines.

9. Data and Security.

(a) Merchant is responsible for the security of cardholder data in its environment and will not store prohibited authentication data (including full track data, CVV, or PIN data) after authorization.

(b) Merchant will promptly notify Vortex of any actual or suspected breach of cardholder data in its environment and will cooperate with any investigation, including card network forensic requirements.

(c) Merchant's use of the Services is also subject to Vortex's Privacy Policy, and Merchant represents it has authority to share the personal data it submits during onboarding and operation.

10. Term and Termination.

(a) This Agreement remains in effect until terminated (the "Term"). Merchant may terminate on written notice to Vortex; Vortex may terminate or suspend the Services at any time on notice, and immediately where required by Processor, card networks, law, or to manage fraud, security, or compliance risk.

(b) Upon termination: Merchant remains liable for all fees, chargebacks, refunds, and other obligations arising from transactions submitted before termination; settlement of residual proceeds may be delayed consistent with chargeback tail risk; and the Reserve will be handled per Section 5. Sections 5, 6, 8, 9, 11, 12, 13, and 14 survive termination.

11. Disclaimers; Processor Liability.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VORTEX AND PROCESSOR DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MERCHANT ACKNOWLEDGES THAT PROCESSOR MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND THAT PROCESSOR HAS NO LIABILITY TO MERCHANT FOR INTERRUPTION, DELAY, OR FAILURE OF PROCESSING SERVICES EXCEPT AS REQUIRED BY LAW. WITHOUT LIMITING THE FOREGOING, PROCESSOR SHALL HAVE NO LIABILITY TO MERCHANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE SERVICES.

12. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, VORTEX'S AGGREGATE LIABILITY TO MERCHANT UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY MERCHANT TO VORTEX IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST REVENUE, PROFITS, OR BUSINESS.

13. Indemnification.

Merchant will defend, indemnify, and hold harmless Vortex, Processor, and their respective affiliates and financial institution partners from claims, damages, fines, assessments, and expenses (including reasonable attorneys' fees) arising from Merchant's breach of this Agreement, Merchant's transactions, Merchant's violation of law or card network rules, or fraud or misconduct by Merchant or its personnel.

14. General.

(a) Governing law: the laws of the State of Delaware, without regard to conflict-of-laws rules. Any dispute arising under this Agreement will be resolved in the state or federal courts located in New York County, New York, and the parties consent to that venue.

(b) Vortex may amend this Agreement by posting an updated version at a stable URL and providing notice; continued use of the Services after the effective date constitutes acceptance. The version in effect at acceptance is recorded with Merchant's agreement execution record.

(c) If any provision is held unenforceable, the remainder continues in effect. Failure to enforce is not a waiver. Merchant may not assign this Agreement without Vortex's consent. This Agreement, the Fee Schedule, the Reserve Terms, and the Processor Terms of Service constitute the entire agreement regarding the Services.