Payment Services Agreement

Version Name: 3.3C and Last Updated: 7/25/2025

BACKGROUND

REPAY and Centavo, Inc., d/b/a Payabli (“Payabli”) maintain an integrated partnership that integrates REPAY System Services into Payabli’s platform (the “Integration”).  Customer is a customer of Payabli’s partner and wishes to enter into an agreement with REPAY to use REPAY for payment services through the Integration.  REPAY provides services designed to streamline payment execution processes.  REPAY’s software-as-a-service (SaaS) solution is a payments outsourcing service that provides electronic payment processing, via ACH and virtual credit card payments, and printed & mailed check payments.  REPAY also provides vendor enablement and vendor data management services to facilitate the delivery of payments.  The Integration allows the Payabli platform to access the REPAY payment portal (the “System”, as defined below) via API, in order to facilitate vendor payments on behalf of Customer and Customer’s clients.

After initial set up and testing, Customer can transmit their vendor payment file concerning the payment of an outstanding invoice(s) for one or more of its vendors through the Integration.  The payment file submitted by Customer may contain virtual credit card, ACH and paper check payment requests into the REPAY System and must be in a form as required by the System.  REPAY will facilitate payments through an FBO “for the benefit of” account on behalf of Customer to facilitate all transactions (check, ACH, virtual card funding), and such FBO account will be established at REPAY’s partner bank as a Custodial Account subject to the terms provided in the Payment Services Agreement – Custodial Account Terms Addendum.  The Customer will initiate the funding of the Custodial Account through the Integration.  Customer’s payment files will be processed and payments will be submitted to applicable vendors via virtual credit card, ACH, and check, as applicable, through the System.

Accordingly, the Parties agree as follows:

DEFINITIONS:

“Agreement” means this Payment Services Agreement, between REPAY and Customer.

“Authorized User” means designated employee(s) identified by Customer to create and transmit payment files to the System and approve and facilitate funding of designated disbursement Custodial Account(s).

“Custodial Account” means a FBO bank account established at REPAY’s partner bank and established by REPAY for the benefit of Customer.

“Customer” means the entity entering into this Payment Services Agreement with REPAY.

“Effective Date” means the date on which Customer accepts the term of this Agreement and enters into the Agreement.

“Go-Live Date” means the date of Customer’s first payment to a vendor through the System and System Services.

“Party” means, individually, REPAY or Customer, and “Parties means, collectively, REPAY and Customer.

“REPAY” means cPayPlus, LLC, d/b/a REPAY, a Utah limited liability company with its primary place of business located at 230 W Towne Ridge Parkway, Sandy, Utah 84070.

“System” means the REPAY Payables Platform used to receive Customer payment files via the Integration, facilitate the funding of Custodial Account(s) used for disbursement, facilitate the execution of Customer payments via check, ACH, and/or virtual credit card, and to receive and display reconciliation data related to the various payment methods.

“System Services” means the identification of vendor payment method and enrollment of vendor in electronic payment methods (ACH or virtual card).

PAYMENT SERVICES AGREEMENT – CUSTODIAL ACCOUNT TERMS ADDENDUM

This Payment Services Agreement – Custodial Account Terms Addendum (the “Terms”) supplements and is made a part of that certain Payment Services Agreement (the “Agreement”) by and between cPayPlus, LLC, d.b.a. REPAY, acting as a service provider (“Service Provider”) and the entity which has executed Service Provider’s Payment Services Agreement (the “Customer”) (each a “Party” and collectively “Parties”). Capitalized terms not otherwise defined in these Terms have the meaning assigned to them in the Agreement.

1. Custodial Account. Per the Agreement, Customer has appointed the Service Provider as its agent to (i) establish a Custodial Account at MVB Bank, Inc. (the “Bank”) for the benefit of the Customer’s clients, (ii) initiate payments and other services in connection with cash delivered from time to time to the Bank hereunder by, or at the direction of, the Customer, and income, distributions, and payments received by the Bank with respect thereto (collectively the “Assets”); and the Service Provider has agreed to act in such. Additionally, Bank agrees to perform standard custodial services and hold the Assets in a custody account established for the benefit of the Service Provider’s Customer’s clients (the “Custodial Account”), upon the terms and conditions set forth below.

2. Asset Delivery, Transfer, Custody, and Safekeeping. The Parties agree to the following:

• 2.1 To facilitate payments to the Customer’s vendors and payees, the Service Provider will initiate payment instructions to be delivered to the Bank.
• 2.2 The payment instructions are submitted for the Customer’s sole behalf and not for an undisclosed third party.
• 2.3 The payment instructions will cause the Customer from time to time deliver Assets to the Bank.
• 2.4 The Bank will receive and accept such Assets into the Custodial Account upon appropriate file from the Service Provider.
• 2.5 The Bank is not required to receive or hold Funds it deems to be unacceptable and will not disburse any Assets in the absence of Service Provider’s instructions or if such instructions are contrary to these Terms or the Agreement.

3. Powers of the Bank. In the performance of its duties hereunder, the Bank will have the following powers, among others:

• 3.1 To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any or all other instruments that may be necessary or appropriate to carry out the duties described and powers granted herein;
• 3.2 To employ agents and to delegate duties to them as it sees fit, and to engage or consult with experts, advisors, and legal counsel (who may also be employed by the Customer) and to rely on information and advice received from such agents, experts, advisors, and legal counsel;
• 3.3 To perform any and all other ministerial acts deemed by the Bank necessary or appropriate to the proper discharge of its duties hereunder;
• 3.4 To require the Customer to establish and maintain a reserve account (“Reserve Account”) with the Bank to cover theCustomer’s obligations under these Terms, the Agreement, and any other agreement between the Customer, Service Provider, and the Bank, including but not limited to any transactions related to the Services which (i) an indemnity obligation of Customer, (ii) breach of applicable laws, and/or (iii) breach of these Terms. The initial amount of the Reserve will be determined at the sole discretion of the Bank. The Bank will notify the Customer of any changes to the amount of the Reserve in writing (“Reserve Amount”). The Customer will remit the Reserve Amount within ten (10) business days from the Bank’s notice. If the Customer or the Service Provider fails or refuses to remit sufficient reserves promptly upon request, the Bank shall close the Custodial Account(s) with Customer and terminate the relationship described herein.

4. Service Provider’s Role and Responsibilities.

• 4.1 The Service Provider has entered into the Agreement with the Customer as per the Bank-approved version of the Agreement which fully incorporates these Terms.
• 4.2 The Customer has granted the Service Provider limited authority to act as its designated agent for purposes of the Custodial Account and Appropriate Instructions. Among other things, Customer now expressly authorizes Service Provider to (i) perform the administrative account services; (ii) maintain records of Customer’s Assets in the Custodial Account and all Payments; (iii) authorize and direct the Bank to disburse Payments to Users; (iv) make individual Payment information available to applicable Users; (v) disclose to the Bank information regarding Customers and its users; and (vi) take any other action that Service Provider deems necessary or desirable to carry out the transactions in accordance with the Agreement.
• 4.3 The Bank will provide detailed account activity to the Service Provider via the online banking platform. Such access will contain a general ledger for all activity and Assets in the Custodial Account. The Customer waives any written notification requirements of individual Custodial Account transactions and will rely solely on monitoring Custodial Account activity through the Service Provider’s System or other such means as provided by the Service Provider. The Service Provider’s receipt of account activity will constitute receipt by the Customer for all purposes under the terms, conditions, and agreements governing the Custodial Account. Any passage of time in these Terms, conditions, and agreements governing the Custodial Account that begins on the date of receipt of an account statement will be triggered by, and commence on, the date that the Service Provider is provided such account statement.
• 4.4 The Service Provider will be responsible for the review of all reports, accountings, and other statements provided by the Bank, and shall within twenty (20) days following receipt notify the Bank of any mistakes, defects, or irregularities contained or identified therein, after which time all such matters shall be presumed to be ratified, approved and correct and shall not provide any basis for claim or liability against the Bank.
• 4.5 The Service Provider will track all Assets deposited and withdrawn from the Custodial Account and keep records of all payments made to third parties (the “Account Record”). The Service Provider will provide a copy of the current Account Record to the Bank within a reasonable time, but in any event within at least one (1) business days of the Bank’s written request.
• 4.6 Upon receipt of Appropriate Instructions (as defined below), the Bank will deliver Assets in accordance with Section 5 below, being the sole responsibility of the Service Provider to provide any transfer documentation as may be required by the Bank.
• 4.7 The Bank will have no power or authority to assign, hypothecate, pledge or otherwise dispose of any Assets, except as provided in these Terms or pursuant to Appropriate Instructions.

5. Instructions from the Customer.

• 5.1 The Customer now authorizes the Bank to follow the directions and instructions of Service Provider (whether electronic, written, or oral), and the Customer agrees that the Bank may entirely rely on such directions and instructions of Service Provider without further investigation by the Bank or authorization from Customer.
• 5.2 The Customer will deliver payment instructions to the Service Provider, as its agent, through the Service Provider’s System via the Payabli Integration.
• 5.3 Upon receipt of written instructions from the Service Provider, the Bank will be deemed to have received appropriate payment instructions (“Appropriate Instructions”).
• 5.4 Appropriate Instructions will include instructions sent to Bank or its agent by the Customer via the Service Provider and will include the amount to be released from the Custodial Account, preferred method of payment transmission, and to whom it will be released and will be transmitted by letter, memorandum, cable, facsimile, internet, email or similar means of written communication.
• 5.5 The Service Provider assumes full responsibility for the security of electronically transmitted communications sent through the System. The Bank will have no liability for acting in accordance with Appropriate Instructions. The Bank will not be obligated to follow any instructions from the Service Provider that, in the judgment of the Bank, may subject the Bank to liability or expense or require the Bank to prosecute or defend any action unless the Bank is indemnified in a manner and amount satisfactory to the Bank. In the event of any ambiguity or uncertainty in any notice, instruction, or other communication received by the Bank, the Bank is authorized to refrain from taking any action other than retaining possession of the Assets in the Custodial Account until the Bank receives written instructions from the Service Provider or Customer that eliminate such ambiguity or uncertainty.
• 5.6 Appropriate Instructions will be received via the Bank’s online banking system or sent to the following Bank representative:

 

MVB Bank, Inc.

3000 Swiss Pine Way, Suite 100

Morgantown, WV 26501

Attention: FinTech Customer Delivery Team

Email: clientdelivery@mvbbanking.com

Phone: (304) 363-4800

6. No Discretionary Authority or Investment Responsibility; Standard of Care. The Customer and the Bank acknowledge that, except to the extent set forth in any separate instrument signed by the parties with respect to these Terms, the Bank is not a fiduciary with respect to the Assets and the duties of the Bank do not include discretionary authority, control, or responsibility with respect to the management or disposition of any Asset. The Customer acknowledges and agrees that the Bank does not assume investment management responsibilities for the Custodial Account. The Bank will only take instructions from the Customer, or its agent, the Service Provider, regarding the investment of the Assets as such instructions comply with these Terms. It is further agreed that:

• 6.1 The Bank will have no duty to make any evaluation or to advise anyone of the suitability or propriety of action or proposed action of the Customer in any particular transaction involving an Asset, or the suitability or propriety of retaining any particular investment as an Asset. The Bank will have no duty or authority to review, question, approve or make inquiries as to any investment instructions given pursuant hereto. The Bank will be under no duty or obligation to review the property held in the Custodial Account concerning prudence or diversification;
• 6.2 The Bank will not be liable for any loss or diminution of Assets by reason of investment experience or for its actionstaken in reliance upon a direction or other instruction from the Customer or the Customer’s agent;
• 6.3 The Bank will have no duty or responsibility to monitor or otherwise investigate the actions or omissions of the Customer;
• 6.4 The Bank will have no responsibility for the accuracy of Assets valuations quoted by outside services or sources in cases involving assets under the control of the Customer; and,
• 6.5 The Bank will only be responsible for the performance of such duties as are expressly set forth in these Terms or in Appropriate Instructions received by the Bank from the Customer, or the Customer’s agent, which are not contrary to the provisions of these Terms. The Bank will exercise reasonable care in the performance of its services hereunder.

7. Custodial Account Property. The Bank is not required to take direction from Customer and will direct inquiries from Customer to the Service Provider. However, the Bank may take direction directly from the Customer in certain circumstances; if the Bank does accept direction from the Customer, the Bank will give Service Provider a written notice detailing the request and action taken.

8. Limited Duties. The Customer acknowledges and agrees that the Bank (i) will be obligated only for the performance of such duties as are expressly and specifically set forth in these Terms or any other relevant agreement between the Customer and the Bank, each of which is ministerial in nature and no implied or inferred duties or obligations of any kind shall be read into these Terms against or on the part of the Bank, (ii) will not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties and (iii) will hold funds in the Custodial Account.

9. Binding Effect. The Bank’s actions taken in accordance with Appropriate Instructions will be valid and binding upon all persons claiming by, through, or under the Customer.

10. Disclosure Statement. Assets will be deposited into non-interest-bearing deposit account(s), which are covered by the standard deposit insurance coverage limit of $250,000 per depositor, per ownership category by the Federal Deposit Insurance Corporation (“FDIC”). All single ownership accounts held by the Customer and the Custodial Account at the Bank will be under the same ownership category covered under the $250,000 coverage limit.

• 10.1 As necessary, in order to extend FDIC insurance to all Customer funds held in the Custodial Account, Bank may utilize an off-balance sheet approach for its financial operations. In accordance with this approach, Bank is not required to maintain, on its balance sheet, funds to immediately meet funding requests; in the event a Customer requests funds for withdrawal, Bank shall have the right to cover such requests by receiving funds from the deposit network employed by Bank.
  • 10.1.1 Notice of Funding Request. Client must provide Bank with written notice (“Funding Request Notice”) at least three (3) business days before the requested funding date to allow Bank sufficient time to receive the required funds to cover Client’s funding request and maintain compliance with its off-balance sheet strategy requirements. Client’s name, the total amount to be disbursed, and the requested date of disbursement must all be included in the Funding Request Notice.
  • 10.1.2 Funding Obligation. Bank’s funding of Client’s accounts is contingent on receiving the Funding Request Notice. Bank will use commercially reasonable efforts to fund Client’s accounts as soon as practicable if the required funds are received during the three (3) business day notification period.
  • 10.1.3 Failure to Provide Notice. If Client fails to submit the Funding Request Notice to Bank with the requisite three (3) business day advance notice, Bank shall not be responsible for any funding delays of Client’s accounts. Client acknowledges and accepts that any losses, claims, damages, or liabilities resulting from such funding delays shall be solely Client’s responsibility.