Terms and Conditions

These Terms of Service constitute a legally-binding contract (the "Agreement") between you ("You" or "Your"), and Centime Inc. (along with its affiliates, successors and assigns ("Centime", "We", "Us, or "Our") governing your access and use of the website ("Website") and application ("Application") on which this set of terms appears, and any data, services, activity or transactions that are offered, made available or facilitated through any of the above.

If you use the Website or Application on behalf of an organization or entity (an "Organization"), You represent and warrant that (1) You are duly authorized by that Organization to accept this Agreement on behalf of the Organization, (2) You accept this Agreement on behalf of the Organization, Your customers and Your vendors, (3) You are duly authorized and empowered to use the Application on behalf of the Organization. You are responsible for obtaining all consents and authorizations needed to accept this Agreement from your customers and vendors, if applicable. (4) You accept that you/your organization is and will always be responsible for the accuracy of information contained in your General Ledger. (5) By connecting your General Ledger to Centime Inc., you authorize Centime Inc. to make entries/changes to your GL, incidental to the processing of invoices/bills.

All references herein to the Application are intended to equally pertain to the Website and Your use of it. You accept and agree to these terms by executing an order form to which they are referenced or attached as an exhibit or by an electronic acceptance. Please read these Terms of Service carefully before clicking the "I Agree" button accessing or using the Centime Application or financial products.

Definitions

In addition to the terms defined elsewhere in this Agreement, the following terms used herein shall be construed to have the meanings set forth below:

• "Agreement" means these Terms of Service that forms the entire agreement between You and the Company regarding the use of the Application and Website.
• "Application" means the software program, services and products provided by the Company that is accessed by You and viewed on a Device.
• "Content" refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form.
• "Device" means any device that can access the Application such as a computer, a cellphone or a digital tablet.

Scope of License

The Company grants You a revocable, non-exclusive, non-transferable, limited license to access and use the Application strictly in accordance with the terms of this Agreement. The license that is granted to You by the Company is solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement. By accepting this license, You grant Centime the right to contact your customers and suppliers, as may be necessary or appropriate for Centime to provide Our services.

Eligibility to Use the Application

You represent and warrant that: (a) all users of the Application are at least 18 years of age; (b) You have not previously been suspended or removed from access to the Application; and (c) You will provide any and all documentation as requested by Centime, including as needed to verify identity and creditworthiness; and (d) You are responsible for the accuracy of all data provided to Centime.

License Restrictions

You agree not to, and You will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
• Copy or use the Application for any purpose other than as permitted herein.
• Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
• Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or licensors that appear on the Application.

Fees

Depending on Your intended use of the Application, fees may be payable to Centime and/or You may be entitled to a free trial period. Full details are available on the Application.

Indemnification

Client will indemnify and hold harmless Centime, Inc. and its Affiliates and their respective shareholders, officers, directors, representatives, agents, employees, customers, successors and assigns from and against any and all Liability arising from or related in any manner, directly or indirectly, to (i) Centime, Inc.'s assistance in collecting ACH, Credit Card, Check, or any other payment-related information from Client's Suppliers as part of Client's migration from another solution to Centime, Inc. or as part of new Client onboarding onto Centime; (ii) missing, incorrect, or fraudulent information submitted by Supplier during the process whereby Centime supports the gathering of payment information from the Supplier and subsequent importing into the Centime platform on Client's behalf and/or usage of this information and the payments that are subsequently authorized; (iii) Client's breach of any of its representations, agreements, or covenants under this Agreement, including any Supplement; (iv) Centime, Inc.'s compliance with or carrying out any instruction or request which identifies Client as sender; (v) Centime, Inc.'s actions or omissions in performing Centime, Inc.'s Services; (vi) any breach/compromise of data belonging to Client or Client's Suppliers, arising out of, or during the collection/processing/storage/transmission/handling of such data — which is not mitigated by Centime, Inc.'s exercise of ordinary care in terms of controls/procedures to prevent the same and which is not specifically attributable to the actions of Centime, Inc.; (vii) occasional, unintentional deviations by Centime, Inc. including, but not limited to, clerical error, inadvertence or oversight, or an honest mistake of judgment.

Intellectual Property

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company or its licensors. The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Application. To the extent the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions provided by You to the Company with respect to the Application ("Suggestions") shall remain the sole and exclusive property of the Company. The Company shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to You.

Modifications to the Application

The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.

Updates to the Application

The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates"). Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You. You further agree that all Updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.