THIS MERCHANT PLATFORM AGREEMENT (this “Agreement”) is entered into by and between Enable, Inc., a company incorporated under the laws of Texas, having its principal place of business at 25132 Oakhurst Dr, Suite 206, Spring, TX 77386 (“Enable”) and the merchant agreeing to these terms (“Merchant”).

WHEREAS, Enable offers a SaaS-based software platform that enables merchants to interact with financing providers for purposes of offering point of sale financing to merchant customers (the “Platform”), thereby providing merchants with the capability to offer customers seamless point of sale financing options from multiple financing providers (the “Services”); and

WHEREAS, Merchant desires to access the Platform to offer the Services to Merchant’s customers, all pursuant and subject to the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto (each, a “Party” and together, the “Parties”), intending to be legally bound, hereby agree as follows:

AGREEMENT TERMS

This Merchant Platform Agreement is made between Enable, Inc. (“Enable”), a Texas corporation, and the customer identified on the Enable Order Form (“Merchant”) (each, a “Party” and collectively, the “Parties”) agree as of the date of signature on the Order Form (“Effective Date”).

The Order Form is incorporated into and part of this Agreement either attached thereto, or if no Agreement is attached, the Agreement located at https://enablefinancing.com/terms-order-form. The provisions of this Agreement will apply to the Services and the Platform provided to Merchant under this Agreement and shall govern all Order Forms entered into between Enable and the Merchant.

1. DEFINITIONS

“Confidential Information” means all data and information, not made available to the general public, oral or written, that relates to the Disclosing Party’s past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections, and also includes the terms and conditions of this Agreement. Confidential Information of Enable includes any information pertaining to the Platform, Services and/or Software. Confidential Information of Merchant includes the Merchant Information.

“Customer” means a customer of Merchant seeking to purchase Merchant’s goods or services.

“Disclosing Party” means a Party disclosing Confidential Information.

“Financing” means loans, credit cards, or any other financing.

“Initial Term” means a period of 12 months from the Effective Date.

“Lender” means a financing provider that has entered into an agreement with Enable governing its use of the Platform and that Merchant may select to offer Financing to Customers.

“Merchant Information” means such information regarding the Merchant, the types of goods or services sold by Merchant and the price ranges thereof, as Enable may request from Merchant from time to time, in order to enable Enable to properly provide the Services.

“Order Form” means the ordering document executed by Merchant that specifies the fees, pricing, and commercial terms applicable to Merchant’s use of the Platform and Services.

“Platform Features” means individual functionalities, modules, APIs, data services, or capabilities within the Platform that Enable may make available to Merchant, including but not limited to credit decisioning tools, consumer data insights, risk assessment modules, and integration capabilities.

“Receiving Party” means a Party receiving Confidential Information.

“Renewal Term” means a period of 12 months immediately subsequent to the Initial Term, and each subsequent 12-month period thereafter.

“Software” means the software underlying the Platform, Services, and related tools.

“Term” means the term of the Agreement pursuant to Section 4.1 below.

2. PLATFORM AND SERVICES

2.1 Use of Platform and Services

Enable will provide Merchant with access to use the Platform that will enable Merchant to offer the Services to its Customers, during the Term of this Agreement.

2.2 Merchant Goods and Services

Merchant may use the Platform only in connection with the lawful sale of Merchant’s goods or services, as described in the Merchant Information and as may be approved in writing by Enable from time to time.

2.3 Platform Features and Expansion

2.3.1 Enable may, in its discretion, develop and make available additional Platform Features to Merchant. Such Platform Features may include, without limitation, enhanced data analytics, credit assessment tools, consumer insights, API integrations, or other functionalities that Enable determines would benefit Merchant’s use of the Platform.

2.3.2 Enable may offer such Platform Features at no additional cost or subject to additional fees, as Enable may determine in its reasonable business discretion. Any fees for Platform Features will be communicated to Merchant in advance of implementation and documented in a supplemental Order Form.

2.3.3 Merchant’s use of any Platform Feature constitutes acceptance of any associated fees and terms applicable to such Platform Feature.

2.4 Other Rights and Limitations

Merchant may use the Platform and Services subject to the terms and conditions of this Agreement. Without limiting the foregoing, Merchant may not offer the Services to any person or entity other than to Customers for the purpose of financing the Customers’ purchase of goods or services from Merchant. Other than the rights expressly licensed hereunder, no other rights or interests whatsoever in the Platform, Services and/or Software are transferred or granted to Merchant. Merchant may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Platform, Services or Software.

2.5 Verification; Merchant Information

Enable may require Merchant to complete certain verification and/or due diligence processes as a condition to accessing the Platform and/or connecting with Lenders from time to time during the Term. Merchant agrees to provide Enable with all Merchant Information requested by Enable from time to time. Merchant understands that providing accurate and up-to-date Merchant Information is required for Enable to properly provide the Services.

3. PROGRAM SCOPE AND FUTURE SERVICES

3.1 Current Program Scope

This Agreement initially governs Merchant’s use of Enable’s direct-to-consumer financing platform. Under this program, Enable acts solely as a technology provider connecting Merchant with third-party Lenders, and Enable does not extend credit to Customers or act as processor or paying agent for Customer transactions.

3.2 Additional Programs

Enable may, from time to time, offer Merchant access to additional programs or services, which may include direct-to-merchant funding capabilities, enhanced settlement services, or other financing-related programs. Any such additional programs will be offered pursuant to separate written addenda to this Agreement (“Addenda”), which will specify the additional terms, conditions, and pricing applicable to such programs.

4. TERM; TERMINATION; SURVIVAL

4.1 Term

This Agreement shall commence on the Effective Date, and shall continue in effect for the Initial Term and each Renewal Term, unless terminated in accordance with this Section 4.

4.2 Termination for Convenience

Either Party may terminate this Agreement effective as of the end of the Initial Term or a Renewal Term, by providing the other Party written notice of termination at least ninety (90) days prior to the end of the Initial Term or applicable Renewal Term.

4.3 Termination for Cause

Either Party may terminate this Agreement forthwith: (i) in case of material breach of the other Party that has not been cured within thirty (30) days following a written notice thereof from the non-breaching Party; or (ii) upon giving written notice to the other Party in the event the other Party becomes insolvent or files for bankruptcy protection.

4.4 Termination for Legal Compliance

Enable may immediately terminate this Agreement, entirely or in part, if it determines in its reasonable discretion that continuing to provide the Platform or Services would cause Enable to be in breach of, or non-compliance with, any law, rule, regulation or governmental permit or license.

4.5 Effects of Termination

Upon termination, Enable may immediately discontinue Merchant’s access to the Platform and Services. Termination shall not release either Party of obligations that accrued prior to termination.

4.6 Survival

The rights and obligations under Sections 3, 5, 6, 7 and 8 shall survive termination of this Agreement.

5. CONFIDENTIALITY; PROPRIETARY RIGHTS; CUSTOMER INFORMATION

5.1 Confidentiality

Receiving Party shall not disclose to third parties, nor use for any purpose other than for the proper use or provision of the Platform and/or Services any Confidential Information received from the Disclosing Party in whatever form under this Agreement, without the prior written permission of Disclosing Party. Receiving Party shall limit access to Confidential Information to those of Receiving Party’s personnel for whom such access is reasonably necessary for the proper performance of this Agreement. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. Receiving Party shall be responsible for any breach of this Agreement by any of Receiving Party’s personnel. Receiving Party shall protect the Confidential Information of Disclosing Party with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as Receiving Party exercise in protecting Receiving Party’s own proprietary information.

The aforementioned limitations shall not apply to Confidential Information which the Receiving Party can demonstrate: (i) was in Receiving Party’s possession prior to disclosure hereunder, provided that, immediately upon disclosure, Receiving Party brought this fact to the attention of the Disclosing Party; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) is disclosed pursuant to administrative or judicial action, provided that Receiving Party shall use its best efforts to maintain the confidentiality of the Confidential Information. If only a portion of the Confidential Information falls under any of the above alternatives, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of this Agreement. Notwithstanding the foregoing, Enable may share Merchant Information with the Lenders.

5.2 Proprietary Rights

Merchant acknowledges and agrees that the Platform, Services and Software, including all intellectual property rights therein, are the exclusive property of Enable or its licensors. Nothing in this Agreement shall be construed as transferring any aspects of such rights to Merchant or any third party. Enable and its licensors reserve any and all rights, implied or otherwise, which are not expressly granted to Merchant hereunder. Merchant shall not take any action to jeopardize, limit, or interfere with Enable’s intellectual property rights. Merchant agrees that it shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Platform, Services or Software. Enable retains all right, title, and interest in and to any modifications, design changes, or improvements to the Platform, Services or Software, regardless of whether suggested by Merchant.

5.3 Use Restrictions

The following restrictions apply to Merchant’s use of the Platform and Services. Failure to comply with such restrictions will constitute a breach of this Agreement:

(a) Merchant may not create a browser, frame, border environment or GUI around the Services application;

(b) Merchant may not actually or seek to interfere with or disrupt the operation of the Services;

(c) Merchant will comply with all applicable laws, rules and regulations in its use and offering of the Services, and may not use the Services for any illegal, unlawful or unauthorized purposes; and

(d) Merchant may not, and may not permit or allow any third party to, access any Service in order to build a competitive product or service.

5.4 Customer Information

Merchant understands and agrees that information regarding Merchant and Customers of Merchant (which may include personally identifiable information) will be provided through the Platform, Services and Software to Lenders selected by Merchant that are interested in providing financing to those Customers. Merchant agrees that as part of the onboarding process of information concerning the Customer that the Customer will provide an authorization and consent for the Merchant and its service providers, including Enable, to be provided with the Customer information, to share it with prospective Lenders and to store such information for purposes of providing the Services. Such authorization and consent shall be in a form reasonably acceptable to Enable.

Merchant understands and agrees that Merchant’s Customers are not customers of Enable and that Enable is only providing the Platform and Services to Merchant to assist Merchant and that Enable is neither a finder or broker for Merchant or any Lender and makes no representation or warranty whatsoever as to whether a Customer can receive Financing, in no way participates in the decision of Lenders in considering offering Financing to Customers and is only providing data services to Merchant. Merchant understands and agrees that Enable is not responsible or liable for any Lender, the acts of any Lender or the Lender Materials provided by Lenders on or through the Platform.

6. WARRANTY; INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Mutual Warranties

Each of Enable and Merchant warrants and represents to the other that (a) it is a corporation, validly existing under the laws of the jurisdiction of its incorporation and it conducts its business in compliance with applicable laws; and (b) this Agreement has been duly executed by its authorized representative, and is binding upon it.

6.2 Limited Warranty

Enable warrants that the Platform and Services will perform in accordance with Enable’s documentation in all material respects, unless the failure was caused by circumstances beyond Enable’s reasonable control, combination with other services, or use not in accordance with Enable’s documentation (the “Warranty”). In the event of a breach of the Warranty that has not been remedied by Enable within 30 days of Merchant’s written notice to Enable of a breach of the Warranty and Enable’s written confirmation that a Warranty breach has occurred, Merchant’s sole remedy shall be to terminate this Agreement.

The Warranty is provided to Merchant only and not to any Customers. Other than the Warranty set forth in this Section 6.2, the Platform, Services, Software and support are made available “as is” and without any other warranty or condition whatsoever, express or implied. Enable disclaims any implied warranties of merchantability, fitness for a particular purpose, performance, accuracy, non-interruption of Services, reliability and non-infringement.

6.3 Indemnification by Enable

Enable agrees to indemnify Merchant from any infringement by the Platform, Software or Services of third parties’ intellectual property rights, and to pay all direct costs, settlements, or judgments finally awarded; provided, however, that (1) Merchant shall have given Enable a prompt written notice of the relevant claim, suit, demand, notice or action alleging such infringement; (2) Merchant shall reasonably cooperate with Enable in the defense and settlement thereof; and (3) Enable shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof.

The foregoing shall not apply to the extent that the infringement arises: (i) from the use of the Platform, Services or Software in a manner for which they were not intended, (ii) from the use of the Platform, Services or Software not in compliance with the documentation or instructions provided by Enable, or (iii) where the infringement results from the alteration or modification of the Platform, Services or Software, or the combination of the Platform, Services or Software with the Merchant’s, a Lender’s or a third party’s systems, services or applications, where the unaltered or unmodified Platform, Services or Software, or the Platform, Services or Software standing alone, as applicable, would not have infringed upon third party’s intellectual property rights.

6.4 Indemnification by Merchant

Without derogating from any applicable law, Merchant agrees to indemnify and hold harmless Enable and its employees, officers, directors and agents, from and against all losses, claims, expenses, costs, liabilities, damages and demands resulting or arising from, or in connection with (a) Merchant’s and/or Customers’ use or alleged use of the Platform and/or Services, (b) breach or alleged breach by Merchant and/or Customers of any provision of this Agreement or of any law, rule or regulation; (c) any product defect; and (d) any act or omission by Merchant and/or any of its personnel, officers, directors, owners, representatives or agents.

6.5 Limitation of Liability

Notwithstanding anything herein to the contrary, Enable’s cumulative liability to Merchant, Customers and any third party for any loss, cost or damage resulting from any claims, demands, or actions arising out of or relating to this Agreement and/or use of the Platform and/or Software and/or Services shall not exceed the total consideration actually paid by Merchant hereunder during the one-year period preceding the occurrence of the event giving rise to the alleged liability. In no event shall Enable be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, lost data or lost profits, even if Enable has been advised of the possibility of such damages.

6.6 Platform Role Clarification

The Platform and Services provide the Merchant with interaction between Merchant and/or Customers of Merchant and Lenders for the purpose of allowing Lenders to offer, extend, provide or market Financing to Merchant and Customers using the Platform and/or Services. Enable acts as the platform provider. However, the legal relationship between any Merchant and any Lenders and Customers shall be governed by separate agreements between those parties.

Enable provides the Platform and Services as a technological platform to facilitate the passing of information from Merchant and its Customers to Lenders. Enable itself does not offer, extend, provide or market any Financing, nor does it arrange or solicit Financing. Enable makes no representations or warranties as to the Merchant, the Lenders, the Customers, the quality or terms of Financing provided by any Lender, the Merchant or any Customer’s ability to repay any sum extended or any other information exchanged between Merchant or Customer and any Lender, including any information collected through or transmitted by the Platform and/or Services.

Enable agrees that Enable shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any Financing obtained by Merchant or Customer from any Lender, information provided by or to any Lender, Merchant or Customer, any action or omission of any Lender, or any other engagement between Merchant, any Customer, any Lender or any third parties, whether or not made available on or through use of the Platform and/or Services. Enable shall have the right, but no obligation, to monitor interactions between Merchant, Customers and Lenders using the Platform and/or Services. Enable does not guarantee that any Lender will actually extend or provide Financing to any particular Customer.

7. FEES AND PAYMENT

7.1 Fees and Payment Terms

Fees for Platform access and Services are set forth in the Order Form. Merchant will pay all fees to Enable in accordance with the Order Form and this Agreement. Payment obligations are non-cancelable, and fees paid are non-refundable except as expressly provided in this Agreement or the applicable Order Form.

7.2 Payment Authorization

By executing the Order Form, Merchant authorizes Enable to charge the payment method provided (credit card or ACH) for all amounts due under this Agreement, including per-card fees and any other charges specified in the Order Form. This payment authorization remains in effect for the duration of this Agreement and will continue for any Renewal Terms unless Merchant provides written notice of termination in accordance with Section 4.2 or 4.3.

7.3 Payment Method Updates

Merchant is responsible for maintaining valid and current payment information. Merchant may revoke payment authorization only by providing written notice to Enable at least ten (10) days in advance; however, revoking payment authorization may result in suspension of Platform access for non-payment.

7.4 Late Payments and Suspension

If Merchant fails to pay fees or any other charges within five (5) days of Enable’s notice that payment is delinquent, or if Merchant does not update payment information upon Enable’s request, in addition to other remedies, Enable may suspend access to and use of the Services by Merchant. As permitted by applicable law, Enable reserves the right to charge late payment penalties and interest charges on any past-due amounts that are not subject to a previously-noticed good faith dispute.

7.5 Taxes

Unless otherwise stated in the Order Form, Enable’s fees do not include any Taxes. Merchant is responsible for paying Taxes assessed in connection with the subscription to the Services except those assessable against Enable measured by its net income. If Enable has a legal obligation to pay or collect any Taxes for which Merchant is responsible, Enable will invoice Merchant and Merchant will pay that amount.

7.6 Fee Modifications

Except as otherwise set forth in an Order Form, Enable may increase fees upon renewal of each Subscription Term by providing written notice to Merchant at least forty-five (45) days prior to the commencement of the applicable renewal Subscription Term. The pricing set forth in the initial Order Form shall remain in effect for a period of twelve (12) months from the Effective Date.

7.7 Platform Feature Fees

Additional Platform Features may be subject to additional fees as Enable may establish from time to time. Enable will provide Merchant with advance notice of any fees associated with new Platform Features before such features are made available to Merchant, and such fees will be documented in a supplemental Order Form.

8. MISCELLANEOUS

8.1 Amendment and Additional Services

This Agreement may only be modified by written instrument executed by both Parties. Enable may add Platform Features or Services and establish pricing therefor, provided that Merchant receives advance notice and the opportunity to accept or decline such features through a supplemental Order Form. Addenda for new programs may be executed separately and will be governed by the terms of this Agreement except as expressly modified in such Addenda.

8.2 Assignment

Merchant may not assign, sublicense or make available to any other person or entity, this Agreement, or any rights or obligation hereunder in whole or in part without the prior written consent of Enable, and any attempt by Merchant to so assign, sublicense or make available shall be deemed null and void. Enable may transfer and assign its rights and obligations hereunder to an affiliate or to a third party that acquires all or substantially all of the assets subject to this Agreement or equity securities of Enable or any entity into which Enable shall merge or any affiliate thereof.

8.3 Force Majeure

Neither Party shall be liable for any costs or damages due to nonperformance under this Agreement, arising out of any cause or event not within the reasonable control of such Party and without its fault or negligence, such as an act of God, act of war, labor disputes, reason of fire, floods, failure of the internet or any network used to access or provide the Services, failure of service attack, intentional blocking of the Platform and/or Services by any third party, or inability to obtain necessary materials or services from suppliers if no equipment sources for such suppliers or services are readily available.

8.4 Governing Law; Consent to Personal Jurisdiction

This Agreement is to be construed in accordance with and governed by the internal laws of the State of Texas without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the parties. Each party hereby irrevocably consents to the jurisdiction and venue of the state and federal courts located in Harris County, TX, and agrees that all suits or proceedings relating to this Agreement shall be brought only in such courts, and waives any claims of inconvenient forum or forum non conveniens. Notwithstanding the foregoing, either party may seek injunctive, equitable or similar relief from any court of competent jurisdiction.

8.5 Relationship between Parties

The relationship between Enable and Merchant shall at all times be that of an independent contractor. No employment, partnership or joint venture relationship is formed by this Agreement and at no time may Merchant position itself as affiliated to Enable, except as an independent business counterparty. In view of this independent relationship, Merchant shall not enter into any agreements on behalf of Enable, shall make no warranty either expressed or implied on behalf of Enable and shall not incur any expenses on behalf of Enable, other than as approved by Enable in writing.

8.6 Modification of Platform

Enable may add features or functionality or improve or change or modify the Platform and/or Services at any time at its sole discretion. Enable will not intentionally remove material features or functionality, other than beta or test features or functionality, during a period for which Merchant has already paid consideration.

8.7 Severability

Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, which shall be interpreted so as to give a maximum effect to the intention of the void or unenforceable term.

8.8 Entire Agreement

This Agreement, together with any Order Forms and Addenda executed by the Parties, represents the entire agreement between the Parties regarding Platform access and supersedes all prior understandings and agreements, whether written or oral.

8.9 No Waiver

The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

8.10 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, upon confirmation of receipt when sent by email, or three (3) days after being sent by certified or registered mail, postage prepaid, return receipt requested, to the addresses set forth in the Order Form or such other address as either party may specify in writing.

8.11 Headings

Titles and headings used in this Agreement are for purposes of convenience of reference only and shall not be considered in construing this Agreement.

END OF MERCHANT PLATFORM AGREEMENT

This Agreement is effective as of the date of acceptance on the Order Form and incorporates the terms set forth at enablefinancing.com/terms