PAYMENT PROCESSING AGREEMENT (“Agreement”)

I, the undersigned, as the representative of the Client identified below (the “Client”), in consideration of the services described hereunder, hereby appoint and authorize Tops Software of Florida, LLC d/b/a Enumerate (“Enumerate”) to act as my representative to provide payment services and facilitate payments from my residents or other payers (each a “Payer”) who initiate payment transactions through the payment service under the terms and conditions set forth below.

General Authorization

I hereby:

a. Authorize Enumerate to collect payments from all Payers who register for the payment service.

b. Authorize Enumerate to credit such payments to my account(s) provided to Enumerate, less any transaction fees, on a monthly basis.

c. Acknowledge that Enumerate utilizes a partner, PayLease LLC (d/b/a Zego), in the fulfillment of the payment services, including receiving and settling payments to me. I agree to the terms of the Zego processing agreement.

d. Authorize PayLease LLC (d/b/a Zego) (“Agent”) to act as my limited agent for the purpose of receiving, holding, facilitating, and settling payments made by Payers to me. Agent will settle to me payments that are received by Agent less any fees or other obligations owed to Agent. I agree that a payment received by Agent on my behalf satisfies the Payer’s obligation to make the applicable payment to me, regardless of whether Agent actually settles such payment to me. Subject to applicable laws, government regulations, and card association rules, if Agent does not make any such payment to me as described in these Terms, I will have recourse against Agent and not the Payer.

e. Authorize Agent to create a Merchant ID account for the Client to process Visa, Mastercard, Discover, and American Express payments (an executed American Express Addendum, if applicable, is required and made part of this Agreement).

f. Authorize Agent to manage and collect credit card and debit card payments through the Merchant ID for the Client. All payments will be credited to the Client’s existing bank account(s) on file with Enumerate, less any transaction fees associated with such payment. Transactions processed via this Merchant ID will be exclusively on behalf of the Client.

g. I will make the Agent Terms of Use and Agent Privacy Policy available to all Payers.

h. I understand that this Agreement is subject to the Client passing a standard due diligence review. I agree to provide all requested information within a reasonable timeframe.

Representations and Warranties by Representative

The Representative hereby warrants and represents to Enumerate as follows:

a. Representation of Client. I represent the Client and all properties owned or managed by the Client.

b. Authority to Bind Client. I have full authority to enter into this Agreement and legally bind the Client to this Agreement.

c. Consents and Approvals. All consents and approvals necessary for the Client to enter into this Agreement have been obtained or waived.

Return of Credit

In the event that a credit issued by Enumerate or Agent on behalf of one of the Client’s Payers is returned by the account holder’s bank or credit card company for any reason, including fraudulent activity, insufficient funds, chargeback dispute, or any returned item, the credit issued for the returned item will be reversed from the original deposit account. In this event, sufficient funds shall be available for reversal, and the Client shall be liable to the extent such funds are not available.

If Enumerate or Agent is required to pursue any action related to such reversals or non-payment of Client fees, Client agrees to pay all costs, including collection costs, court fees, and attorneys’ fees. If a credit issued by Agent is returned or reversed by the account holder’s bank for insufficient funds, Agent may also debit the account holder’s bank account a fee in accordance with applicable law.

Term and Termination of Agreement

The initial term of this Agreement begins on the date set forth below and continues for two (2) years (the “Initial Term”). Thereafter, the Agreement automatically renews for additional one (1) year periods unless Client or Enumerate provides notice of non-renewal at least ninety (90) days prior to the renewal date (the “Renewal Term(s)”). The Initial Term and any Renewal Terms are collectively referred to as the “Term.”

This Agreement will terminate upon the termination or expiration of Client’s services agreement with Enumerate.

Either Client or Enumerate may terminate this Agreement:

Upon a material breach that remains uncured within sixty (60) days after written notice from the non-breaching party.

Immediately upon insolvency, receivership, bankruptcy proceedings, assignment for the benefit of creditors, dissolution, or ceasing to do business.

Enumerate may also terminate this Agreement immediately if it has a reasonable belief of fraud associated with the services, or for any breach by the Client. Additionally, Enumerate may suspend payment services or terminate this Agreement if, in its reasonable sole discretion, it determines that:

a. Providing the payment services poses a security or integrity risk to Client, other customers, or Enumerate.

b. There has been, or may be, a security breach, fraud, misrepresentation, or violation of any law, rule, or regulation in connection with the payment services.

ACH Transactions

The origination of Automated Clearing House (“ACH”) transactions to Client’s account must comply with all applicable state and federal laws and NACHA Operating Rules.

Fees

Client and/or Client’s Payers will be responsible for payment of the fees listed below. All payments will be credited to Client’s existing bank account(s) designated by Client, less any fees payable to Agent. Transactions processed through this Merchant ID will be exclusively for Client. Enumerate reserves the right to adjust pricing with thirty (30) days’ notice.

* For all credit card transactions incurred by the Payer, a service fee equal to the ACH transaction fee, rounded up to the next $0.95 increment, will be charged in accordance with major credit card rules and regulations.