This Payment Services Addendum (this “Addendum”) is entered into by and between the Vendor (the “Payee”) that has accepted the Terms of Service and Nexus Systems, LLC (“Nexus”). This Addendum consists of the terms and conditions applicable to Payee’s use of the Payment Services. This Addendum is subject to the Terms of Service, and the Terms of Service are hereby incorporated by reference. The terms of this Addendum shall control to the extent of any conflict between the Terms of Service and this Addendum.

This Addendum is effective by and between Payee and Nexus as of the earlier of (a) the date that Payee submits the Enrollment Information, or (b) the date of Payee’s first use of the Payment Services following the date that this Addendum is made available to Payee. Nexus and Payee may be referred to in the Program Documents individually as a “Party” or, collectively, as the “Parties.” Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Terms of Service.

 

1. Program Terms.

1.1 Enrollment. Payee agrees to fully and accurately (a) complete and submit the Enrollment Information requested by Nexus or (b) provide the information required by Nexus by phone, accept the Terms of Service and this Addendum, and review and correct any information contained in the Enrollment Information. Payee represents and warrants that the Enrollment Information submitted to Nexus or its designee by Payee sets forth accurate and complete information about the Payee. Payee acknowledges and agrees the Payment Services are provided based on Enrollment Information, and that Nexus shall not be liable for any errors in providing the Payment Services based upon the Enrollment Information, or for erroneous, unauthorized or fraudulent directions from Payee or a User. Payee further acknowledges that Nexus’ automated systems will process Payment Instructions based upon information in the Payment Instructions and the Enrollment Information without any independent verification of the contents thereto and Payee acknowledges that Nexus may rely upon such information without verification.

1.2 Enrollment Information Changes. Payee shall promptly update Enrollment Information concerning Payee’s entity name, beneficial owners, tax ID number, and any other required information set forth in Program Documents. Enrollment Information may be changed by Payee or a User by following the procedures specified by Nexus. Such update shall become effective on the date specified by Payee; except that no update shall become effective less than fifteen (15) days after a User provides such updated information to Nexus. Payee shall promptly notify Nexus of any changes to the Enrollment Information and to provide Nexus with such other information as Nexus may reasonably request from time to time in connection with Payee’s use of the Payment Services.

1.3 Users. Payee will include a list of Users in the Enrollment Information provided to Nexus in connection with the Program. By identifying such Users, Payee represents and warrants to Nexus that each User is authorized to act on behalf of Payee. Payee shall be solely liable for the acts or omissions of Users.

2. Payment Services.

2.1. Appointment of Nexus as Limited Payments Agent of Payee. Payee hereby appoints Nexus as its limited payments agent for the sole purpose of receiving, holding and settling payments to Payee through the Virtual Card Service and the ACH Service, subject to the terms and condition set forth herein. Nexus will facilitate Settlement of payments that are actually received by Nexus less any amounts owed to Nexus, including fees and other obligations, and subject to this Addendum. Payee agrees that a payment of funds actually received by Nexus, on behalf of Payee, satisfies the Payor’s obligation to make payment to the Payee, regardless of whether Nexus actually facilitates Settlement of such payment to Payee. If Nexus does not facilitate Settlement of any such payments as described in this Addendum to Payee, such Payee will have recourse only against Nexus and not the Payor, as payment is deemed made by Payor to Payee upon constructive or actual receipt of funds by Nexus.

2.2 Payment Method. Payee shall identify in the Enrollment Information either that Payee agrees to accept Virtual Card Service to receive Settlement of payments processed by Nexus from all Payors or the form of payment that Payee will accept from among options that may include: Virtual Card Service or, to the extent applicable, Check Service or ACH Service. Payee agrees and acknowledges that the use of the Virtual Card Service, Check Service, and the ACH Service may be dependent on Payee agreeing to any other terms and conditions of any Third-Party Provider. Payee further acknowledges and agrees that Payee may be subject to onboarding and screening requirements by a Third-Party Provider for risk and regulatory reasons, and Payee’s ability to use the Payment Services may be conditioned upon successful satisfaction of such requirements.

2.3 Virtual Card Service. The Virtual Card Service consists of Nexus receiving and processing a Payment Instruction File from a Payor. If the Payment Instruction File is in compliance with Nexus’ requirements and the Payor is otherwise in compliance with its obligations, and if Payee is in compliance with the terms and conditions of any of its agreements with Nexus and any Third-Party Provider, then Nexus shall submit such Payment Instruction File to Third-Party Providers for such Third-Party Providers to debit the Payor’s account on behalf of Nexus. A Third-Party Provider (which may or may not be the same Third-Party Provider that debits Payor’s account) will then generate a Virtual Card Number (“VCN”) for Nexus to distribute either to a Payee secure email address identified in the Enrollment Information or through a Third-Party Provider’s application. Payee will receive payment information from Nexus identifying the Payor, the payment amount, and any associated invoice detail. Payee acknowledges and agrees that: (a) to receive the Virtual Card Service, Payee may be required to register and agree to terms and conditions with a Third-Party Provider that processes the VCN for payment, (b) Payee is solely responsible for providing accurate and updated information to register and remain in compliance with such Third-Party Provider, (c) the Payment Instruction to use the Virtual Card Service received by Nexus must be in accordance with Nexus’ requirements and Payor must otherwise comply with its obligations to Nexus, (d) the distribution of the VCN to Payee is dependent on a Third-Party Provider’s successful debit of Payor’s account for the amount set forth in the Payment Instruction, (e) upon such successful debit of Payor’s account for the amount set forth in the Payment Instruction, the Payor’s payment shall be deemed received by Nexus as agent of Payee (f) settlement of the funds to Payee’s account is subject to Payee’s agreement with Payee’s credit card processor, (g) Payee must provide, or otherwise agree to terms, including Third-Party Provider terms, assigning responsibility for Nexus to provide, the VCN to its credit card processor for such processor to initiate the credit card authorization and settlement process, and (h) except as expressly set forth herein or to the extent required by applicable law or card network rules, Nexus has no role or obligations in connection with the authorization or settlement of a transaction submitted by Payee using the VCN distributed by Nexus, including any chargebacks or refunds resulting from a transaction initiated by using a VCN. Nexus makes no representations or warranties about the timing of when the VCN will be sent.

2.4 Check Service. The Check Service consists of Nexus providing a Payment Instruction File to a Third-Party Provider for such Third-Party Provider to send a check drawn on Payor’s bank account to a Payee address identified in the Enrollment Information. Payee acknowledges and agrees that: (a) the Payment Instruction to use the Check Services received by Nexus must be in accordance with Nexus’ requirements and Payor must otherwise comply with its obligations to Nexus, (b) the credit to the Settlement Account is dependent on Payor’s having sufficient funds in the Payor’s bank account and is an obligation of the Payor’s bank and not Nexus, and (c) the check will generally be sent by a Third-Party Provider to the contact information in the Enrollment Information following the date the Payment Instruction File is successfully processed. Nexus makes no representations or warranties about the timing of when the check is sent. For clarity, the Check Service does not involve receipt and transmission of funds by Nexus and Nexus does not provide the Check Service as the payments agent of Payee.

2.5 ACH Service.

2.5.1. The ACH Service consists of Nexus providing a Payment Instruction File to a Third-Party Provider for such Third-Party Provider to initiate an ACH credit to the Settlement Account identified in the Enrollment Information. Payee acknowledges and agrees that: (i) the Payment Instruction to use the ACH Service received by Nexus must be in accordance with Nexus’ requirements and Payor must otherwise comply with its obligations to Nexus, (ii) prior to crediting the ACH credit amount to the Settlement Account, such amount may be commingled with other amounts in a pooled account maintained by a Third-Party Provider (iii) the ACH credits to such pooled account and the Settlement Account are dependent on a successful debit of the Payor’s account, at which point the Payor’s payment shall be deemed received by Nexus as agent of Payee, (iv) ACH credits are generally received into the Settlement Account following the date the Payment Instruction File is successfully processed, and (v) the processing of ACH credits may be delayed until after the ACH debit can no longer be rejected by Payor. Nexus makes no representations or warranties about the timing of credits to the Settlement Account. Payee shall comply with all obligations and hereby makes all representations and warranties applicable to a “Receiver” under the NACHA Rules in connection with a Payment Instruction File using the ACH Services.

2.5.2. Payee hereby authorizes Nexus and Third-Party Providers to credit and debit the Settlement Account for Payment Instructions that Nexus receives and for fees pursuant to the Program Documents, and in accordance with the rules and procedures of the applicable clearinghouse association and/or other payment system and applicable financial institutions.

2.5.3. Payee shall reasonably cooperate and as otherwise required by the NACHA Rules with any ACH return, refund, or cancellation process.

2.5.4. Payee shall not be entitled to compensation or interest for lost funds availability due to Payee’s inability to accept or receive a Settlement Amount. If Payee, or the financial institution where the Settlement Account is located is unable to accept Settlement Amounts for any reason, Nexus will, in its discretion, facilitate processing the Settlement to the Payee upon receipt of bank account information or other payment instructions from Payee that Nexus deems sufficient or return such Settlement Amounts to Payor less any applicable fees payable by Payee and Payor.

2.6 Nexus Role in Processing of Payment Instructions. Nexus’ role is limited to providing the Payment Services as agent of Payee by providing Payment Instruction Files to a Third-Party Provider as described in Sections 2.3 – 2.5 on behalf of Payee. Payee acknowledges and agrees that Nexus is not (a) a money transmitter and is not otherwise in the business of receiving, holding, or transmitting funds on behalf of Payors, (b) a payment facilitator or payment processor, and (c) acting as an agent or fiduciary of Payee (except as expressly set forth herein), and does not have any fiduciary duty to Payee. Payor’s obligation to Payee shall not be deemed extinguished until such time as Nexus or a Third-Party Provider on behalf of Nexus has received final, good, collected funds from the Payor, and Nexus shall not be obligated to facilitate Settlement unless and until such funds are received.

2.7 Relationship between Payee and Payor. 

2.7.1. Payee acknowledges that Payee’s use of the Payment Services may have the effect of altering or amending the agreement between Payee and the applicable Payor, including with respect to the payment terms for the applicable invoice. Payee hereby agree that, notwithstanding the foregoing, Nexus is not a party to any agreement between Payee and any Payor and shall in no way be responsible for, or required to resolve, any dispute between Payee and any Payor. In furtherance of the foregoing, Payee shall indemnify and hold Nexus harmless for any action brought against Nexus regarding the terms of any agreement or understanding or dispute between Payee and any Payor.

2.7.2. Payee is solely responsible for all Settlement initiated on Payee’s behalf or for Payee’s benefit and for the relationship or transaction with a Payor that gives rise to a Payor’s payment obligation.

2.7.3. Payee acknowledges and agrees that Nexus will have no liability regarding any disputes about the services provided by Payee to Payor.

2.8. Nexus reserves the right to assess fees to Payee for the Payment Services. Such fees may be assessed on each payment as follows: on a per payment basis, on the dollar volume of the payment, or both. Fees, if applicable, may be debited from and/or offset against credits to the Payee’s Settlement Account.

3. General Rights and Obligations of Payee.

3.1. Representations, Warranties and Covenants.

3.1.1. Existence. Payee represents and warrants, at the time of execution of this Addendum, that it is duly organized, validly existing and in good standing in its jurisdiction of formation. Payee agrees to remain in good standing during the term of this Addendum.

3.1.2. Consents. Payee represents and warrants, as of the execution of the Program Documents, that it has obtained all material licenses, consents or permissions needed from any applicable governing authority or other Person to (i) participate as a Payee in the Nexus Payment Program and (ii) perform its duties in connection with this Addendum. Payee agrees to maintain such licenses, consents or permissions for the duration of this Addendum. Payee represents and warrants that all Payment Instructions provided in connection with the Program are authorized and represent amounts due and payable to Payee for goods or services provided to Payor.

3.1.3. Accuracy of Information. Payee represents, warrants and covenants that the information Payee has provided to Nexus in connection with Payee’s participation in the Program is complete and accurate. Further, Payee agrees that all information Payee will provide to Nexus in connection with Payee’s participation in the Program, including in any Enrollment Information, is complete and accurate, and that Nexus may rely on the completeness and accuracy of such information provided by Payee.

3.1.4. Ownership of Settlement Account. Payee represents, warrants, and covenants (i) that Payee owns the Settlement Account; (ii) that Settlement Account is used solely for commercial purposes; and (iii) that the Settlement Account will not be subject to any lien, security interest, control agreement, or other limitation or restriction that may prevent the Settlement amount from being properly paid to Payee in consideration of goods or services provided by Payee to Payor.

3.1.5. Fraud Reporting. Payee shall report fraudulent Settlements to Nexus via e-mail fraud@nexussystems.com within 24 hours of Payee discovery of such fraud.

3.2. Use of Nexus Payments Services for Payment Obligations. Payee may only use the Nexus Payments Services to facilitate receipt of commercial payments from Payors that relate to Payee’s own rights or obligations, and Payee may not receive Settlement for any Payment Instruction for the benefit of any third party, other than Payee Affiliate(s) designated in the Addendum or Enrollment Information.

3.3. Verification of Settlement Amounts. Payee shall be solely responsible for verifying that the amount of any Settlement is correct.

4. Payment Instructions; Reports; Settlement.

4.1 Payment Instructions. Payee acknowledges and agrees that Nexus may reject any Payment Instruction that (a) does not comply with Law or the requirements of the Program Documents, or (b) may be fraudulent, that is revoked by a Payor, or is otherwise not authorized. Nexus is under no obligation to examine any Payment Instruction for errors or for authenticity.

4.2 Nexus Not Responsible for Third Parties. Nexus shall not responsible or liable for the acts or omissions of Payee, Users, Third-Party Providers, Payors, or any agents, subcontractors, employees or representatives of the foregoing. Without limiting the generality of the foregoing, Nexus shall have no liability for any delays, failures or other circumstance relating to the Payment Services where the reason for such delay, failure or circumstances is attributable to a Person other than Nexus.

4.3 Settlement Adjustments. Nexus may process adjustments to Payee with respect to Payment Instructions and/or Settlement Amounts that have been improperly processed, including due to any error by Nexus, a Third-Party Provider, Agent, a Payor, or Payee.

4.4 Suspension of Settlement. Nexus may, in its discretion, change the timing of Settlement, or withhold or suspend processing of Payment Instructions, without prior notice to Payee, as required by Law or to exercise Nexus’ rights under the Program Documents.

4.5 No Defenses to Payment. Payee agrees that Payee shall fully, completely, and timely satisfy Payee payment obligations in accordance with the Program Documents, without offset or deduction and without asserting any defense to payment (including any defenses Payee may have at law, in equity, or otherwise against a Payee).

4.6 Disclaimer of Nexus Responsibility for Funding Settlement. Payee agrees to pay any outstanding amounts Payee owes to Nexus or a third party, including any fees Nexus may assess, and Payee agrees to immediately transmit such amounts to Nexus upon demand.

5. Error Resolution Process.

5.1. Limited Right of Payee to Assert Errors. Payee may only challenge or dispute a Payment Instruction or Settlement for Nexus’ failure to execute such Payment Instruction and initiate Settlement in accordance with the Program Documents. Payee shall have no other rights to dispute, otherwise challenge, or attempt to reverse any Payment Instruction or Settlement once submitted. The foregoing does not limit Payee rights at law or in equity to dispute or challenge a payment or an alleged obligation to make a payment to a third party; provided, however, that any such dispute or challenge and its resolution must occur outside of the Program.
Payee shall send Nexus written notice promptly upon becoming aware of any error or discrepancy in initiation of Settlement. Such notice must include a description of the affected Payment Instruction or Settlement. If, following receipt of compelling evidence that reflects an error or discrepancy, Payee fails to provide notice of such error or discrepancy within fourteen (14) days, Nexus will not be liable for any loss or cost relating to such error or discrepancy.

5.2. Payee’s Obligation to Fund Settlement Reversals. Upon Nexus’s determination that Nexus has committed an error in processing a Payment Instruction or associated Settlement, Nexus will use its commercially reasonable efforts to remedy such error and Payee agrees to cooperate with Nexus in its efforts to resolve any such error.

6. Security Measures; Termination; Compliance.

6.1 Payee agrees to implement a reasonable information security program designed to protect the security of, and to prevent unauthorized access to, the Nexus Payments Services. Payee acknowledges that Nexus’s security procedures are not designed to detect errors in the transmission or content of Payment Instructions. Payee represents and warrants that it has reviewed the Program Documents concerning Nexus’s provision of the Nexus Payments Services, and Payee acknowledges and agrees that Nexus’s procedures are a commercially reasonable method of (a) processing Payment Instructions and initiating Settlement, including as set forth in Section 2; (b) limiting Nexus’s access to Payee Settlement Account, and changes thereto; and (c) confirming the validity of proposed changes to the Enrollment Information.

6.2 Termination of the Nexus Payments Services. Nexus may, upon notice to Payee, immediately terminate or suspend Nexus’s provision of the Nexus Payments Services to Payee upon the occurrence of any of the following events (each, a “Termination Event”):

6.2.1. In the event of a breach or series of breaches by Payee of its obligations under the Program Documents that are material, either individually or in the aggregate; provided, however, that such termination shall be automatically rescinded if such breach or breaches are capable of cure, and Payee cures such breach or breaches, within fifteen (15) days after receipt of Nexus’s termination notice;

6.2.2. In the event Payee disputes or returns, or has returned, any debit or credit entry submitted by Nexus or its Agent to the Settlement Account where made in material conformance with a Payment Instruction received by Nexus or its Agents;

6.2.3. In the event Nexus has a termination right under the Terms of Service.

6.2.4. In the event that (i) Nexus ceases to generally provide the Nexus Payments Services; (ii) Nexus determines that continuing to offer the Nexus Payments Services to Payee has resulted in, or may reasonably be expected to result in, an imminent and material risk of fraud, reputational harm, loss or threat to Nexus, any Payors or any other payees.

6.3. Anti-Bribery Compliance Requirement. Payee agree that neither Payee nor Payee employees, Agents, or Affiliates will cause Nexus or Nexus’s Affiliates to violate Requirements of Law, including the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), any other applicable anticorruption regulation, or Nexus’s Anti-Bribery Policy.

6.4. Cooperation on Investigations of Suspected Illegal or Suspicious Activity. Payee shall cooperate, to the extent permitted by law, with Nexus in the investigation of any suspected money laundering, terrorist financing, fraud, or other suspicious activity related to any product or service offered or provided by or through Nexus. Payee shall acknowledge Nexus’s inquiry within five (5) days from the date of Nexus’s request, and a satisfactory response to the inquiry shall be provided within fifteen (15) days of the date of Nexus’s request unless an extension is granted by Nexus. Nexus may terminate the Addendum immediately if Payee does not respond to Nexus’s inquiries within the timeframes set forth above.

6.5. Sanctions Compliance. Payee shall comply with all U.S. economic sanctions laws, regulations, and orders administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Payee’s compliance process shall be commensurate with the risks for violations of these laws, regulations, and orders posed by Payee customers, products, services, and geographic locations (“OFAC Risk Profile”). Payee shall promptly inform Nexus of any enforcement actions or penalties issued by OFAC against Payee and/or any failure to comply with any OFAC laws, regulations, or orders.

6.6. Consents. As a condition of Payee receipt of the Nexus Payments Services, Payee agree to obtain and maintain all necessary rights and consents to share all information, including Payee or Payee employees’ personally identifiable information, that is necessary for Nexus (a) to provide the Nexus Payments Services; and (b) to re-disclose such information to third parties (including Nexus’s Agents) that have a need to know such information in connection with the services provided by such third parties to Nexus, Payee or any Payees.

6.7. Taxes. Payee is solely responsible for remitting to any federal, state, or local tax authority with jurisdiction over Payee or Payee participation in the Program (in each case, a “Tax Authority”) any applicable taxes and duties payable by Payee or Nexus based on payments made to or by Nexus pursuant to Payee Program Documents, excluding taxes based upon net income payable by Nexus. Payees are solely liable for any fees, charges, fines, or assessments attributable to or levied against Nexus without offset or deduction (including any offset or deduction for taxes). Payee shall indemnify and hold Nexus harmless from and against any and all tax liabilities paid, payable, or incurred by Nexus, including penalties and interest, costs and expenses, to any Tax Authority relating in any way to the taxes and/or tax treatment of payments made under the Program Documents. Payee acknowledge and agree that Nexus may withhold taxes from any payments made by Nexus to Payee if Nexus determine that such tax withholding is required by applicable law. If Payee is not a United States Person (as determined under applicable United States federal income tax principles), Payee agrees that: (a) Payee shall complete any applicable tax forms as requested by Nexus; and (b) payments with respect to the products and/or services provided by Payee to Nexus under the Program Documents or otherwise in connection with any other agreement between Nexus and Payee will not be treated as being from a United States source, as determined under United States federal income tax principles.

All payments to be made by Payee to Nexus under the Program Documents shall be made without set-off, compensation, deduction, or counterclaim and without deduction for any taxes, levies, duties, fees, deductions, withholdings, restrictions, or conditions of any nature whatsoever. If any Requirements of Law require Payee to make any such deduction or withholding from any such payment, the sum due from Payee with respect to such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Nexus receives a net sum equal to the sum which Nexus would have received had no deduction or withholding been required.

7. Definitions.

As used in the Program Documents, the following capitalized terms shall have the following meanings (which in the case of capitalized terms used in such definitions shall incorporate the defined meanings of such capitalized terms). All other terms used herein and not otherwise defined shall have the meanings commonly ascribed thereto in general business practice.

Adjustment: A change to Settlement because the amount originally paid was incorrect.

Affiliate: With respect to a Person, any other Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Business Entity: A corporation, partnership, joint venture, association, limited liability company, joint stock company, business trust, unincorporated organization or governmental entity.

Certification: Verification by Nexus in writing of Payee ability to interface with Nexus’s systems.

Enrollment Information: Information regarding a Payee and requested by Nexus in the Program Documents or managed online by the Payee, including, without limitation, the Payee’s corporate information, company name, address, employer identification number, contact name and phone number, type of business, ownership structure, User(s), and Settlement Account information, that is provided by the Payee to enroll in the Program and to receive the Nexus Payments Services, as amended or revised from time to time by an User of a Payee during the term of the Addendum, as indicated in the records of Nexus.

Law: Any law, ordinance, statute, treaty, rule, judgment, decree, regulation, official directive, consent, approval, authorization, order, or other determination or finding of any governmental authority applicable to or binding upon any Person or to which such Person is subject, whether federal, state, county, local, foreign or otherwise.

Nexus: means Nexus Systems, LLC, includes Nexus’s officers, directors, and employees and the network, systems, and processes, including hardware, software, and personnel, maintained by Nexus to support the Program.

Party: means Nexus or Payee and Parties means both Nexus and Payee.

Payee: Has the meaning set forth in the preamble to this Addendum. Payee shall be deemed to include any third party authorized by Payee to exercise its rights or perform its obligations in connection with the Payment Services.

Payment Instruction: A request in the form and format specified in the Program Documents, including in a Payment Instruction File, that is received by Nexus on behalf of Payee from a Payor or its Agent and that authorizes and directs Nexus to debit a Payor’s account on behalf of a Payee and to credit the Payee’s Settlement, in accordance with the Program Documents.

Payment Instruction File: A data file consisting of Payment Instructions received from a Payor or its agents.

Payments Services: Collectively, the Virtual Card Services, the Check Services, and the ACH Services, together with the processing of Payment Instructions.

Payor: A Person who participates in the Program that submits Payment Instructions.

Person: Any Business Entity, individual, natural person, or any other entity of every nature, kind, and description whatsoever.

Processing Date: The date upon which Nexus or a Third-Party Provider processes the Payment Instruction File.

Program: Collectively, the Payment Services and Payee’s use of the Payment Services and other rights and obligations as set forth in this Addendum.

Program Document(s): This Addendum, the Terms of Service, any Enrollment Information, any other written documentation provided to Payee in connection with the Payment Services, as each may be revised or amended from time to time.

Report: The document(s) in electronic form that identify each Payment Instruction executed by Nexus in connection with Payee participation in the Program.

Sanctioned Person: Any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any program administered by OFAC or other regulatory requirements.

Settlement: The settlement of Settlement Amounts due from Payor to Payee in connection with Payment Instructions that have been received by Nexus from a Payor as agent of Payee and facilitated by Nexus through the Payment Services and pursuant to using a Settlement Account or as otherwise agreed by Nexus and Payee in writing, less any amounts due to Nexus or Payor from Payee.

Settlement Account: The account held at a U.S. financial institution and designated by Payee in the Enrollment Information as the account to which the Settlement Amount should be credited, less any fees due to Nexus, or separately debited for fees due to Nexus.

Settlement Amount: The amount of Settlement set forth in a Payment Instruction, including, as applicable, all fees and other amounts from Payor in connection with such Payment Instruction.

Termination Event: The occurrence of any of the events described in Section 6.2 or any termination event described in the Terms of Services.

Terms of Service: Means the NexusConnect Terms of Service accepted by Payee.

Third-Party Provider: Any Person other than Nexus that facilitates Settlement, including the bank that issues the VCN, payment networks, credit card processors, the Persons that send, receive, and processes ACH files, and the Person that distributes checks.

U.S. or United States: The United States of America, including the 50 states, the District of Columbia, and Puerto Rico.

User: A Person designated by Payee as an individual or natural person that is authorized by Payee to access the Payment Services, complete or make changes to the Payee’s Enrollment Information, including the Payee’s corporate information, Settlement Account, and other Payee information, or otherwise interface with Nexus on Payee’s behalf.