Terms & Conditions

Effective Date: April 15, 2025

1. INTRODUCTION

1.1. Agreement

These PassportPay Terms of Service are a legal agreement (“Agreement”) between the individual accepting this Agreement by clicking “I accept” or other similar wording, on behalf of such individual and the entity such individual represents (“you” or “your”); and Priority Technology Holdings, Inc., a Delaware corporation (“Priority”), on behalf of itself and its affiliates and subsidiaries, including Priority IR, LLC, a Delaware limited liability company (“Priority IR,” collectively with Priority, “we”, “our”, or “us”). This Agreement governs your access to, and use of the PassportPay (as defined below) website, all associated sites, and the PassportPay mobile application (collectively, the “Website”), and the products or services provided by or made available by Priority IR through the Website (collectively, the “Services”). By registering for, accessing or using, any of our Services, you acknowledge, on behalf of yourself and the entity you represent, that you have read, understood, and agree to be legally bound by this Agreement and have the authority to legally bind the entity on behalf of which you accept this Agreement. You further agree that you will use the Services solely as contemplated by and in accordance with the terms of this Agreement. This Agreement incorporates by reference all policies, notices, and other content that appear on the Website, including our Privacy Policy and our consumer privacy notice, each accessible at https://prioritycommerce.com/privacy/.

Priority holds money transmitter licenses directly or through its subsidiary Finxera, Inc., a California corporation (“Finxera”) (NMLS#1168701). Money transmission services are provided by Priority, through Finxera, or in its capacity as agent of Axos Bank of San Diego, California.

As used in this Agreement, you and all individuals who use the Services, including the individuals you authorize to have access to your Account (as defined below), are sometimes referred to as “Users,” and individually, as a “User.” PassportPay’s Services are only offered to Users in the United States.

IMPORTANT NOTICE:

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE SERVICES. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (THE “ARBITRATION PROVISION”) REQUIRING ALL CLAIMS TO BE RESOLVED BY BINDING ARBITRATION, WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN CLASS ACTIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, YOU SHOULD NOT USE ANY OF THE SERVICES.

We may update this Agreement (including our Privacy Policy and consumer privacy notice) at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Agreement on the Website, or through other communications to you. It’s important that you review the Agreement whenever we update it, or you use the Services. If you continue to use the Services after we have posted an updated Agreement, you are agreeing to be bound by the updated Agreement. If you do not agree to be bound by the updated Agreement, then, you may not use the Services anymore. Because our Services evolve over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

1.2. No Third-Party Beneficiary

This is an agreement between you and us only. Except as otherwise indicated, this Agreement does not create any third-party beneficiary rights for any other person or entity. You expressly acknowledge and agree that your use of the Services do not in any way constitute a tri-party agreement among you, Priority IR, and any third party.

1.3. Services

Priority owns a proprietary technology platform and software-as-a-service products and features that enable its customers to send funds and make payments to third parties outside of the United States (“PassportPay”) using payment methods of customer’s choice.

2. PASSPORTPAY ACCOUNT

2.1. Eligibility

You have to register and open an account with PassportPay (the “Account”) to access the Services. As part of your Account, a digital wallet (the “Wallet”) will be created for you. You are eligible to open an Account if you: (i) are at least 18 years of age (or older if you reside in a state where the majority age is older) and reside in the United States; (ii) have a valid and active email address; (iii) have a valid credit or debit card (each, a “Card”) issued on any of the major card networks, including, without limitation MasterCard®, Visa®, Discover®, American Express®, JCB® or Diners Club® (each, a “Card Brand”); and (iv) have not previously been suspended or removed from the Services.

In opening an Account, you represent and warrant to Priority IR that (i) you meet the above stated requirements; and (ii) if you use the Services on behalf of an entity, (A) you are duly authorized to use the Services on behalf of such entity, (B) you are duly authorized to accept this Agreement on behalf of such entity, and (C) this Agreement is binding upon and enforceable against such entity pursuant to its terms.

You must not create an Account nor submit a transaction on behalf of another individual.
You are responsible for keeping all information with regard to your Account accurate and up-to-date, including Card information, address, and Account contact information.

2.2. Underwriting

Before you may access the Services, Priority IR may, in its sole discretion, require you to provide such identifying information that Priority IR may reasonably request to properly identify you, or any of the beneficial owners of the entity you represent, as applicable, in order to comply with applicable laws or Priority IR’s anti-money laundering policy. You hereby authorize Priority IR to (i) check with credit reporting agencies, credit references, and other sources Priority IR deems appropriate in investigating and verifying the information given; or (ii) do other investigation and verification as Priority IR deems necessary or appropriate in connection with the provision of Services. In addition, Priority IR may, from time to time, review the volumes and characters of the transactions using the Services to evaluate the credit risk associated with your use of the Services. Such review may result in the limitation, suspension or termination of your access to the Services.

Priority IR reserves the right to periodically re‐evaluate your eligibility to use the Services and may in its sole discretion restrict or terminate access to the Services at any time and without notice. In connection with such ongoing verification efforts, Priority IR may request additional or updated information about you or your business. We may require you to execute additional documents or establish risk‐mitigating structures, such as reserves, insurance, or alterations in fund flows, as a condition for your continued use of the Services. You agree that failure to comply with any required actions may result in the restriction or termination of your access to the Services.

2.3. Additional Users

If your Account is a business Account, you may add additional Users to your Account and assign such Users different levels of access to the Services and your Account. An Administrator Account will be created for your primary PassportPay contact (the “Administrator”), and such Administrator will have the ability to create additional Users accounts, determine their access level, and manage permissions. You are responsible for all actions submitted and data accessed through the Account by these additional Users and their compliance with this Agreement.

2.4. Account Security

In connection with your Account, you must create a strong password and follow other security procedures requested by Priority IR in the Account opening process, including personal identification number, user identification technology, or other method of authentication (collectively, the “Access Information”). You must take reasonable precautions to safeguard the Access Information and keep such Access Information confidential. You will not provide the Access Information to anyone other than the authorized Users. You authorize Priority IR to follow any and all instructions entered and transactions initiated using the Access Information. You agree that you are bound by all transactions initiated through the use of such Access Information, whether authorized or unauthorized. To the maximum extent permitted by law, Priority IR shall have no liability for any unauthorized or compromised usage of your Account. You shall notify Priority IR in writing as soon as possible if you believe that your Account has been compromised or your Access Information has become known to persons other than the authorized Users, or if you believe that any transaction on your Account is unauthorized or in error. Notwithstanding the foregoing, the occurrence of any unauthorized access will not affect any transaction executed in good faith by Priority IR prior to the receipt of such notification and within a reasonable time thereafter.

2.5. Restrictions and Limitations on Access

Your access to the Services may be limited by Priority IR in its sole discretion. Priority IR reserves the right to impose limitations on the size, frequency, and time frame of payments submitted.

If access restrictions are imposed, depending on your usage of the Services, we may request information from you to investigate any issues causing the imposition of restrictions and will lift such restrictions once the issues are resolved. Your failure to provide the information requested may result in further limitations on your Account, including suspension of your use of the Services.

We reserve the right to place a hold on any payment requested through the Services for any reason, including, but not limited to, credit and fraud risk or compliance with applicable laws, such as anti-money laundering regulations, combating terrorist financing laws and OFAC sanctions. We may maintain such hold for as long as reasonably necessary to conduct a Payment Review (as defined in Section 4.1). Subject to Section 4.1, we will release the payment once the issues causing the hold are resolved.

2.6. Applicable Taxes and Penalties

You are responsible for all taxes arising from your use of the Services, if any. You are also responsible for all fees, fines, penalties and other liabilities imposed by a third party, including any government agency, as a result of your breach of this Agreement or your use of the Services. You hereby authorize Priority IR to charge your Card or other available payment methods to pay any such amounts. If you do not have sufficient funds available to pay the amounts owed, Priority IR may engage in collection efforts or other legal actions to recover such amounts from you, in addition to any other remedies Priority IR may have hereunder or under applicable law.

3. PASSPORTPAY

3.1. Services

The Services are designed to allow Users to send funds and make payments to third parties outside of the United States (each, a “Recipient”) with a Card or your Wallet (each, a “Payment Method”).

3.2. Payment Methods

You may add one or more Cards to your Account at any time and authorize us, for the purpose of processing your payment, to debit or charge the Cared for the amount you specify, plus any Service Fees (as defined below). When you add a Card to your Account, you represent and warrant that you own the Card and have the authority to disclose the Card information. You can withdraw your authorization for us to charge your Card by removing it from your Account. If your Card payment fails, you authorize us to retry one or more times using the same Card, subject to limitations under applicable law. You acknowledge that no payment will be made to the Recipient is your Card payment fails.

You acknowledge that the use of Cards is subject to the terms and conditions imposed by the banks that issue your Cards (each, an “Issuing Bank”).

Certain Cards can be limited to industries or categories by Issuing Banks. In selecting a recipient category, you represent and warrant that the information you provide is accurate and in compliance with your Issuing Bank’s terms. You acknowledge and agree that the Issuing Bank determines the classification of payment requests. Priority IR is not liable for any consequences, including any additional fees, resulting from the Issuing Bank’s treatment of card authorizations.

3.3. Payment Submission

If you submit a payment request, you are requesting that we charge your Card for the amount you request. You can use the Services to make immediate payments or Scheduled Payments (as defined herein). You are responsible for verifying the accuracy of payment details you provide to us. We will have no liability to you or your Recipient if the information you provide to us is inaccurate or if your Recipient fails to accept the payment.

Certain Card Networks do not support certain types of transactions. Your Card may not support the type of transaction you wish to make.

You may submit payments with a future processing date (“Scheduled Payments”). Scheduled Payments must be processed on the date or dates you specify (the “Processing Date”). The details of a Scheduled Payment are locked in at the time of submission, except as otherwise noted. Prior to the Processing Date, you may cancel a Scheduled Payment. If you revise a Scheduled Payment, the original Scheduled Payment will be deleted and a new Scheduled Payment will be created. As a result, the new Scheduled Payment may show changes not specifically requested, including, but not limited to, qualification for promotions and reiteration of any applicable Payment Review.

3.4. Payment Processing

Payments submitted for immediate processing will require successful payment authorization at the time of submission, while Scheduled Payments will require payment authorization on the Processing Date indicated for the payment. If a Card payment is not authorized, we will be unable to process your payment and will notify you via PassportPay.

The failure of any portion of the payment process, which may include but are not limited to, third-party service calls and fraud analyses, may result in a full rollback of any completed portions of the submission. You agree to absolve Priority IR of liability for any of the consequences which may arise from execution of a payment rollback, including pending authorizations which may temporarily reduce your available credit line.

4. ACCOUNT ACTIVITIES

4.1. Payment Review

We review all payments made using the Services before we submit the payments to the applicable Recipient (“Payment Review”). At times, we may request detailed information regarding the Account, you, the Recipient, and other facts or circumstances in connection with such Payment Review. If you do not provide the necessary information, the payment may be delayed or canceled. Depending on the result of such Payment Review, Priority IR may take any action it deems appropriate with regard to such payment, including declining the payment, refunding the payment, or continuing to hold the payment pending instructions from a government agency with competent jurisdiction over the matter. You release Priority IR from any and all liabilities arising from any actions taken pursuant to this paragraph.

4.2. Restricted Activities

You agree not to use the Services to send a payment on behalf of another person, in connection with any illegal activities, or for any of the following goods or services (each, a “Restricted Activity”):

i. gambling and related activity;
ii. drug paraphernalia, synthetic drugs, controlled substances and related goods or services;
iii. tobacco including vapor, inhalants, e-cigarettes, and e-liquid;
iv. unlicensed online pharmacies, pharmaceutical or nutraceutical products or services, or internet pharmacy referral sites;
v. gold, diamonds, precious metals;
vi. pornography, obscene materials, bride catalogs, escort services, and sexually-related services;
vii. hate-related material, rape/violence, bestiality;
viii. fire arms, jammers, munitions, gunpowder, fireworks, and other explosives;
ix. pawn shops, paper mills, payday loans;
x. counterfeit goods, ponzi schemes, multi-level/affiliate marketing businesses, or any money-making schemes;
xi. resale of social media activity;
xii. malware and spyware;
xiii. toxic, flammable, and radioactive materials; or
xiv. other goods and services subject to government regulation.

The above list of Restrictive Activities is not exhaustive. If you are unsure if a payment is supported, please email support@mypassportpay.com. In addition, we may also decline any payment requests that, in our sole discretion, are detrimental to our reputation or the Services.

Priority IR may request information from you relating to your use of the Services to confirm whether or not you are using the Services in connection with any illegal activity or Restricted Activity. You agree to cooperate with us in any investigation and to provide any information as we may reasonably request.

If we have reason to believe that you have engaged in any illegal activity or Restricted Activity, we reserve the right to, in our sole discretion and at any time, take any or all of the following actions:

• • • Close, suspend, or limit your access to your Account or the Services;
    • Hold, return, or reclaim funds;
    • Update inaccurate information you provided to PassportPay;
    • Refuse to provide Services to you in the future;
    • Contact your bank or notify other Users, law enforcement, or impacted third parties of your actions as permitted by applicable laws;
    • Take legal action against you.

4.3. Fees

In consideration for the Services, you agree to pay us a fee for each payment you submit, in addition to the payment amount (the “Service Fee”). Service Fees, including any taxes or charges, will be disclosed upfront before confirming the payment. Service Fees may vary based on Recipient country and other factors and are subject to change.

The exchange rate applicable to your payment submission will be provided at the time of initiating the payment. We may make money when you pay for a payment submission in one currency and the payment is paid out in another currency because of the difference between the exchange rate at which we buy foreign currency and the exchange rate provided to you at the time of your submission. Exchange rates may fluctuate based on Recipient’s country and other factors and are subject to market conditions.

We are not responsible for fees that may be imposed by financial institutions associated with your Card payment. For example, some Issuing Banks may treat the use of your Card in connection with the Services as a “cash advance” and may impose additional fees and interests for the payment. We are not responsible for chargeback fees, or other, similar charges that might be imposed on you by your Issuing Bank, or other provider. If you submit a payment that results in Priority IR being charged a fee or another amount because your Card is not used in an authorized manner, or with insufficient credit, we will notify you of the amount we were charged, and you agree to promptly pay us such amount.

When you use our Services, other third parties may level fees, costs, or other liabilities against you. These third-parties may include your Issuing Bank, phone provider, or internet service provider. For example, your phone and/or internet service provider may charge you fees relating to data or messaging services. You (and not Priority IR) are responsible for any fees, charges, costs, and/or expenses charged by such third parties in connection with your use of our Services. Please check your agreements with these third-party providers for details on any of these additional costs.

4.4. Refunds; Error Resolution; Cancellations

Following a payment submission, you may request a refund. You may contact Priority IR at support@mypassportpay.com. Refunds for canceled payment submissions will be returned to the Wallet or original Payment Method used for the payment submission within ten (10) business days, though the availability and process of refunds could exceed ten (10) business days depending on your Issuing Bank. Priority IR is unable to issue partial refunds. For PassportPay, we are not able to issue refunds if the Recipient has received the payment, in which case you should contact your Recipient directly to request a refund.

You can attempt to cancel your payment submission at any time prior to the funds being disbursed to the Recipient. Once the funds have been disbursed, the payment submission cannot be reversed. Upon receipt of a cancellation request, we will confirm whether the payment submission has been completed prior to initiating a refund. Priority IR’s ability to stop or cancel a payment submission depends on the payment method you select to disburse the funds to your Recipient and the time when you submit your cancellation request. If we can cancel the payment submission, we will refund the payment amount and taxes that we charged you as part of the payment submission. The payment amount will not be refunded after the completion of the payment submission.

You have a right to dispute errors in your payment submission. If you believe that an error has occurred with your payment submission, you must contact us within one hundred eighty (180) days of the date that you submitted your payment at support@mypassportpay.com.

4.5. Returns; Abandoned Property

If any payment we sent to your Recipient is returned, we will notify you. If we have information about why the payment is returned, we will include such information in the notification. Once a payment is returned, it is considered completed, and we will promptly refund the payment we received to the Wallet or original Payment Method, less any applicable Fees, if any, by crediting such amount to the Card used for the payment.

Georgia has unclaimed property laws that govern when accounts are considered abandoned. Your Account is usually considered abandoned if your Account has a balance, and we are unable to either pay that amount to the Recipient or return it to you for five years. We are required by the unclaimed property laws to turn over accounts considered abandoned to the applicable state. Before we turn over an abandoned account, we may send a notice to you by email or to the address we have for the Account. Unless prohibited by law, we may charge to your Account our costs and expenses of any notice, payment and turnover of the balance of your Account to the applicable state. Georgia laws will apply to unclaimed or abandoned property related to the Account.

4.6. Issues and Inquiries

If you have any payment-related questions, please contact support@mypassportpay.com and provide any relevant transaction IDs in your messages. Transaction IDs are presented on your payment confirmation page and email notifications. When you contact us, we may require you to provide information to verify your identity before providing any information to you or making any changes you request.

If a payment issue can be traced to some deficiency or defect in the Services, Priority IR will use commercially reasonable efforts to correct the issue and fulfill its responsibilities under this Agreement. You agree that Priority IR is not liable for any costs you may incur or any difficulty you may encounter arising from actions we take in the process of investigating or rectifying a payment issue.

You are responsible for confirming the correctness and completeness of your payment information at the time of submission, even if such information was pre-filled by Priority IR or a third party. You are solely responsible for any consequences resulting from any incorrect or incomplete information.

Once a payment is processed, it must be completed. Priority IR cannot resend electronic payments. If your Recipient has misplaced, disposed of, or not received your payment, we can cancel it and provide a refund as provided herein. You may re-submit the payment using the Services.

4.7. Satisfactory Goods and Services; Other Payment Disputes

By submitting a payment using the Services, you represent and warrant to Priority IR that you are making the payment voluntarily, the amount is accurate, and you will not charge back or dispute it. If the payment is for goods or services provided by the Recipient to a third party on whose behalf the payment is being made, such third party is satisfied with the goods or services received. You also agree not to use the Services to dispute or reverse payments for goods or services solely based on dissatisfaction.

If you nonetheless desire to contest a payment made using the Services, you should work directly with the Recipient to resolve the dispute. We will use commercially reasonable efforts to provide relevant information with regard to the payment at issue. You acknowledge and agree that we are not a party to any dispute between you and your Recipient have no responsibility to you or any third party with regard to such dispute. You agree to make us whole regardless of the outcome of any such dispute. If any payment is reversed, you agree to pay to us all amounts owed to us, including, without limitation, any amount we delivered to your Recipient, as applicable, any related fees, and all costs and expenses, including reasonable attorneys’ fees and costs, incurred by us for the collection of all amounts owed.

5. OTHER GENERAL TERMS

5.1. Grant of License; Restrictions

Subject to your compliance with the terms and conditions of this Agreement, Priority IR hereby grants you a limited, non-exclusive, non-sublicensable, nontransferable, and revocable right and license, during the Term, to use the Services solely for your internal business or personal purposes.

In addition to the other restrictions set forth herein, you expressly agree not to do any of the following: (i) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Website or any part thereof; (ii) work around technical limitations, or otherwise translate the Website, in whole or in part; (iii) create derivative works or improvements, whether or not patentable, of the Website or any portion thereof; (iv) transfer, lease, lend, assign, sublicense, distribute, publish, or otherwise make available the Website or any features or functionality to any other person or entity for any reason; (v) perform service bureau work, multiple-user licensing or time-sharing arrangements with regard the Website; (vi) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Website, including any copy thereof; or (vii) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Website. Furthermore, you may not use the Website in any manner that violates (a) any intellectual property rights of any person or entity or (b) any applicable law. If you violate the scope of the license granted herein, in addition to any other remedy that may be available to Priority IR under this Agreement, in law or in equity, Priority IR may terminate your access to the Services immediately.

5.2. Term and Termination

This Agreement is effective upon your acceptance and will continue for as long as you use the Services (the “Term”).

You may stop using the Services at any time. You may also terminate this Agreement and close your Account at any time by emailing Priority IR at support@mypassportpay.com, provided that you may not close your Account to evade any ongoing or pending investigation or if you owe us any amount under this Agreement. You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges due to Priority IR.

Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a Payment Review. All Scheduled Payments with Processing Dates after the Account closure will be cancelled. Upon termination of the Agreement, you will not be entitled to a refund of any pre-paid Fees, if any.

We may suspend your access to the Services if you fail to pay any amount due hereunder. We will terminate your Account immediately if (i) you provide inaccurate, false, or incomplete information to open the Account; (ii) you fail to comply with the Account registration requirements; (iii) we cannot verify your identity; (iv) you breach a material provision of this Agreement; (v) you default in the payment of any obligations owed to Priority IR under this Agreement; (vi) any representation or warranty made by you herein is false or misleading; or (vii) you become subject to any debtor-relief proceedings. We may also terminate this Agreement and close your Account at any time during the Term, for any reason or no reason, and with or without notice to you.

If your Account is terminated for material breach of this Agreement or any applicable law, we may hold, return, or reclaim any payments in process; or contact relevant third parties (such as your Issuing Bank and law enforcement), if necessary. If you open additional Accounts, we will immediately close such additional Accounts. You agree Priority IR shall have no liability to you or any third party for taking any actions pursuant to this paragraph or complying with applicable laws.

Notwithstanding the termination of this Agreement and the closing of your Account, we will retain your transaction information and Account information for a period of time pursuant to our document retention policy or as otherwise required by law. We will dispose of such information as provided in our document retention policy and Privacy Policy or as otherwise required by law. You will not have access to such information once your Account is closed.

5.3. Representations, Warranties and Covenants

In addition to other representations and warranties you made elsewhere in this Agreement, you represent and warrant to Priority IR that:

• • • All information you provide to us pursuant to this Agreement or in connection with the Services is true, correct, complete and current;
    • This Agreement contains legal and valid obligations binding upon you and is enforceable against you in accordance with its terms;
    • If you use the Services on behalf of an entity, (i) such entity is duly formed pursuant to the laws of the jurisdiction in which it is formed and qualified to do business and in good standing in all jurisdictions where it uses the Services, except where the failure to so qualified will not have a material adverse effect on the business; (ii) you have the authority to enter into this Agreement on behalf of such entity; and (iii) this Agreement is binding upon and enforceable again this entity in accordance with its terms;
    • The execution and delivery of this Agreement and the performance of your obligations hereunder does not conflict with any agreement, instrument or understanding, oral or written, to which you are a party or by which you may be bound, nor violate any applicable laws;
    • Each payment made using the Services complies with all applicable laws and the terms of this Agreement;
    • Each payment made using the Services is for legitimate purposes and made on behalf of yourself (or the entity you represent).
    • • You will not use the Services in connection with any illegal activity or Restricted Activity.

5.4. Consent to Electronic Communication

To the fullest extent permitted by law, this Agreement, all statements, policies (including our Privacy Policies), agreements, documents, notices, legal and fee disclosures, updates, changes, tax forms, and other communications (collectively “Communications”) from us to you regarding your Account and your use of the Services may be provided to you electronically. By accepting this Agreement and using the Services, you agree to the terms set forth in this section (the “E-Sign Disclosure) and consent to (i) receiving all such Communications in electronic form; and (ii) use electronic signatures. If you do not consent to this E-Sign Disclosure or if you withdraw your consent, you may be unable to use the Services.

Methods of Providing Communications. Unless otherwise required by applicable law, or Priority IR otherwise agrees, Priority IR may provide Communications to you by (a) posting them on the Website; (b) sending a text message to the mobile phone number listed in your Account profile; (c) sending an email to the email address in your Account profile; or (d) delivering them in another electronic format. Charges by your telecommunication provider may apply to Communications sent by text or other electronic means.

Electronic Signatures. Priority IR may execute Communications electronically. If Priority IR requests, you will execute Communications electronically. You also agree that Communications you or Priority IR sign electronically will have the same legal effect as a signed physical document.

Hardware and Software Requirements. In order to access, view, sign and retain electronic Communications that Priority IR provides to you, you must have:

An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;

A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;

A valid email account;

An operating system on your device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access to the Website using a supported browser, including any necessary software (e.g., Adobe to read PDF documents); and

If you wish to store or print any Communications, a device capable of storing and printing Communications.

If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add relevant PassportPay email accounts to your email address book.

Accessibility. If you are having problems viewing or accessing any Communications, please contact Priority IR at support@mypassportpay.com.

How to Withdraw Your Consent. If you want to withdraw your consent to receive electronic Communications or electronic signature, you may do so by writing to Priority IR at support@mypassportpay.com or following the unsubscribe procedure contained in any electronic communication you receive from us. Your withdrawal of consent to receive electronic Communications will be effective after Priority IR has had a reasonable period of time to process your withdrawal. By withdrawing your consent to electronic Communications, you will no longer receive them from Priority IR, but you may be disabling important security controls on your Account. If you withdraw your consent, you may be unable to use the Accounts and the Services. Withdrawing your consent will not affect the completion of pending payments or the validity of the completed payments.

Updating Contact Information. It is your responsibility to keep your contact information, including your primary email address, current. You can update your primary email address and other contact information by logging into your Account and clicking on “Account Settings”.

U.S. Federal Law. You acknowledge and agree that the Account and all Services are subject to the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), and that you intend that the E-SIGN Act will apply to validate your ability to engage electronically in transactions related to the Account and the Services.

5.5. Consent to Contacts

Telephone. By providing your phone number to Priority IR, you agree to receive periodic and recurring business-related informational calls and text messages from Priority IR. We may place these calls or texts for any purpose consistent with this Agreement or our Privacy Policies, including to provide multi-factor authentication or a one-time password, notify you regarding your Account, help you with your Account, or resolve a dispute. Standard rates and text charge by your telecommunication provider may apply. Promotional or marketing messages may be sent if you expressly consent to receiving such messages. You may opt-out of receiving these messages at any time via chat online or replying STOP to your text message.

If you are a Florida resident please note: By executing the agreement, you authorize Priority IR to deliver or cause to be delivered a telephonic sales call to you using an automated system for the selection or dialing of telephone numbers or the playing of a recorded message when a connection is completed to a number called. You are not required to directly or indirectly sign the written agreement or to agree to enter into such an agreement as a condition of purchasing any property, goods, or services.

Email. By providing your email address to Priority IR, you agree to receive business related communications, including marketing and product updates. Priority IR will send the communication to any of the email addresses provided to us in connection with your Account. You may opt-out of receiving marketing messages at any time via the opt-out link provided in each message.

By providing contact information such as the email address and phone number of parties you pay and/or request payments from via the Services, you acknowledge that Priority IR may send business-related communications, including marketing and product updates to such parties. The receiver of the communications may opt-out of receiving marketing messages at any time via the opt-out link provided in each message.

5.6. Confidentiality

As used in this Agreement, “Confidential Information” means non-public or proprietary information and materials (whether or not such information or material is marked “confidential”) that we provide or make accessible to you in connection with this Agreement or the Services, including but not limited to information pertaining to our (i) technical specifications, ideas, concepts, models, strategies, know how, source code, object code, or service design; (ii) methods of operation; (iii) relationships with third parties; and (iv) regulatory and legal compliance information. “Confidential Information” does not include information that: (a) was rightfully known to you without restriction on use or disclosure prior to receipt of such information from us; (b) becomes generally known by the public without the breach, negligence, or other wrongdoing of you; (c) is rightfully received by you from a third party which is under no obligation of confidentiality with respect to such information; or (d) was independently developed by you without reference to or use of any portion of Confidential Information, as demonstrated by your written records.

You may use the Confidential Information solely in connection with your use of the Services or the exercise of your rights under the Agreement. You may not disclose the Confidential Information to any third party without our written consent; provided that if you are using the Services on behalf of an entity, you may disclose applicable Confidential Information to such entity’s employees, officers, executives, directors, agents, and professional advisors who have a demonstrable need to know such Confidential Information in connection with your use of the Services, and who have agreed to be bound by confidentiality obligations at least as strict as those set forth herein, provided that in any event you are responsible for any unauthorized use or disclosure of Confidential Information by such individuals.

You acknowledge and agree that the breach of your confidentiality obligations hereunder may cause us irreparable harm for which monetary damages may not be adequate. As a result, you agree that in the event of any breach or threatened breach of this section, we shall have the right, in addition to any other right or remedy available to us at law or in equity, to seek equitable relief, including injunctive relief, without the need to post bond or to prove actual damages, to enjoin or restrain the disclosure or use of such Confidential Information in violation of this section. This section shall survive the termination of this Agreement for any reason.

5.7. Publicity

You may not use our name or logo in any promotional material, publications or other forms of publicity without our prior written consent, except as otherwise provided herein. Priority IR may use your name and logo for the limited purpose of identifying you as a User of the Services on our websites, and in other marketing materials (which may include emails and other web and print materials).

5.8. Contacting Priority IR

Unless otherwise stated in this Agreement, notices, inquiries, and requests to Priority IR should be emailed to support@mypassportpay.com. For your convenience, the Services may also make available communication channels for live chat and support tickets.

Please note that email communications sent to Priority IR for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.

In connection with your use of the Website or the Services, you may provide feedback, suggestions or other comments regarding the Website or the Services (collectively, the “Feedback”). Priority IR may, in its sole discretion, incorporate some or all of your Feedback into the Website or the Services. You hereby grant Priority IR a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Priority IR the Feedback and that the use of the Feedback by Priority IR will not violate, infringe otherwise misappropriate any third-party rights.

5.9. Force Majeure

Priority IR will not be liable to you for any failure or delay to perform any of its obligations hereunder if such failure or delay is caused by conditions beyond its reasonable control and that are not currently existing, including but not limited to, acts of God, embargoes, governmental restrictions, strikes, riots, insurrection, wars or other military action, acts of terrorism, civil disorders, rebellion, fires, floods, vandalism, pandemic, sabotage, acts of government or regulatory agencies; failures or fluctuations in electrical power, heat, light, air conditioning, computer or telecommunications services or equipment (each, a “Force Majeure Event”). If we experience a Force Majeure Event, we will promptly notify you in writing by posting a message on the Website of any anticipated delay or interruption of the Services and will use our best efforts to minimize the adverse effect of such events. The time for performance of the affected obligation will be extended by the time of the delay caused by the Force Majeure Event.

5.10. Limitation of Liability

IN NO EVENT SHALL PRIORITY IR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, ARISING FROM YOUR ACCESS TO, OR USE OF, THE WEBSITE, THE SERVICES, OR THIS AGREEMENT, WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT OR TORT OR BASED ON A WARRANTY OR OTHERWISE, EVEN IF PRIORITY IR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EXCEPT WITH REGARD TO PRIORITY IR’S OBLIGATIONS TO DISBURSE PAYMENTS HEREUNDER AND LIABILITIES ARISING FROM PRIORITY IR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PRIROITY IR’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES RECEIVED BY PRIORITY IR IN THE SIX (6) MONTHS PRECEDING THE DATE THE FIRST CLAIM AROSE, REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OF ACTION OR DAMAGES.

You acknowledge and agree that you are not obligated to use the Services and that except as otherwise expressly set forth herein, Priority IR assumes no liability whatsoever in connection with your use of the Services. Without limiting the generality of the foregoing, in addition to other disclaimer of liability set forth herein, Priority IR is not liable to your or any third party (i) in connection with any payments made in accordance with your erroneous instructions (e.g., sending a bank transfer to an incorrect account due to a typo within the funding instructions); (ii) for taking any actions in compliance with applicable laws, including any rules and regulations of Card Brands; or (iii) for any and all actions or inaction taken by you or any third party in connection with the Services.

5.11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. Priority IR MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES (INCLUDING THE BETA SERVICES) AND DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES (INCLUDING THE BETA SERVICES), INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SECURITY, ADEQUACY OR SUFFICIENCY, UNINTERRUPTED SERVICE, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

5.12. Indemnification

In addition to other indemnification obligations set forth elsewhere herein, you agree to indemnify, defend, and hold harmless Priority IR, its affiliates, and their respective officers, directors, managers, employees, and agents (collectively, the “Priority IR Parties”) from any and all expenses, losses, liabilities, damages, fines, penalties, or costs, including reasonable attorneys’ fees (collectively, “Losses”), arising from any action, claim, counterclaim, demand, or proceeding (each, a “Claim”) made or brought by a third party, including your Recipients, your customers, any Card Brand, or any regulatory authorities, due to or arising out of: (a) your access to or use of the Services; (b) your breach of this Agreement; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) your negligence, fraud or willful misconduct in connection with the use of the Services; and (f) any other party’s access to and/or use of the Services using your Access Information.

Any Priority IR Party claiming indemnification hereunder (the “Indemnified Party”) will notify you in writing of any Claim for which it intends to seek indemnification hereunder. You shall assume the defense of any such Claim at your expense with counsel of your choice. You shall not settle any such Claim without the Indemnified Party’s priority consent, which consent shall not be unreasonable withheld or delayed, unless such settlement totally exonerates the Indemnified Party with regard to such Claim. The Indemnified Party may elect to participate in the action relating to such Claim with an attorney of its choice at its own expense.

5.13. Intellectual Property Infringement

(a) If the use of the Website or the Services (collectively, the “PassportPay Properties”) is held to, or if Priority IR reasonably believes the use of any PassportPay Property is likely to be held to, constitute an infringement or misappropriation of any intellectual property rights of a third party, Priority IR may, at its option and expense, (i) procure for User the right to continue using the applicable PassportPay Property; (ii) replace the applicable PassportPay Property with a non-infringing, non-misappropriating and functionally equivalent service or technology; (iii) modify the applicable PassportPay Property so that it is not infringing or misappropriating; or (iv) if options (i)-(iii) are not commercially reasonable as determined in Priority IR’s reasonable discretion, terminate this Agreement.

(b) Section 5.13(a) shall not apply and Priority IR shall have no obligation to User to the extent any claim of infringement or misappropriation is based on any (i) modifications to the PassportPay Properties made by persons or entities other than Priority IR, its affiliates or their contractors, unless approved by Priority IR; (ii) combination with other services, products, processes or materials of any third party, including without limitation, other third party equipment or systems used by User; or (iii) continued use of the PassportPay Properties after Priority IR has made available a non-infringing replacement.

(c) THIS SECTION 5.13 STATES THE ENTIRE LIABILITY OF PRIORITY IR AND ITS AFFILIATES, AND CONSTITUTES USER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM THAT THE USE OF THE PASSPORTPAY PROPERTIES INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

5.14. Complete Agreement

This Agreement, together with any other Priority IR documents, policies and/or agreements referenced herein, sets forth the entire understanding between you and Priority IR with respect to the Services. In addition to the terms which by their nature should survive, the following sections shall survive the termination of this Agreement: 1.2, 2.6, 4.4, 5.2 (last two paragraphs), 5.4, 5.5, 5.6, 5.7, 5,10, 5.11, 5.12, 5.13(c), and 5.14-22. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be construed, limited, modified, or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.

5.15. Intellectual Property

Priority IR is, and shall remain, the sole owner of, and shall retain all right, title and interest in and to the PassportPay Properties and any related documentation, and any modifications, or improvements thereto or derivative words thereof, whether or not made by Priority IR. Priority IR reserves all rights in and to the foregoing, and you gain no rights or licenses hereunder, except as expressly granted in this Agreement.

Trademarks. “PassportPay”, “Priority IR” and all logos or websites related to PassportPay, are either trademarks or registered trademarks of Priority IR or its licensors. You may not copy, imitate or use them without Priority IR’s prior written consent, except as otherwise provided herein. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Priority IR. You may not copy, imitate, or use them without our prior written consent.

Copyrights. The content and material provided as part of the Services, as well as the organization and layout of the Website, are copyrighted and protect by United States and international copyright laws and treaty provisions. You may access, download and print material on the Website solely for your personal and non-commercial use; however, any use of this content or material must include Priority IR’s copyright notice. No right, title or interest in any of the content or material provided through the Services is transferred to you and all right, title and interest in and to the PassportPay Website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Priority IR and its licensors.

Third party provided content. The Services may permit you to upload or publish text, images and other content (“Third-Party Content”). You represent and warrant that you have the rights and/or permission to upload or publish such Third-Party Content. You grant Priority IR a nonexclusive, perpetual, and royalty-free license to use the Third-Party Content related to your Service.

5.16. External links

The Website may contain links to third‐party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content, products, or services (collectively, “External Content”) of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any External Content located on such External Sites. We are not responsible for the Content of any linked External Sites and do not make any representations regarding the accuracy or functionality of any External Content on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

5.17. Arbitration

YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTIONS BELOW.

Election to Arbitrate. You and Priority IR agree that all Claims relating to this Agreement and the Services will be resolved solely and finally by binding arbitration pursuant to this section (the “Arbitration Provision”), unless you opt out as provided below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement or the Services, including (except to the extent provided otherwise in the section below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless whether they arise from contract, tort (intentional or otherwise), statute, common law, principles of equity, or otherwise, except that both you and Priority IR retain the right: (a) to bring an individual action in small claims court (a “Small Claims Action”); (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened breach of confidentiality obligations, infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”); and (c) to bring an action seeking only injunctive relief, in a court of competent jurisdiction. Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

Applicability of the Federal Arbitration Act; Arbitrator’s Powers. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

Opt-out. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to legaldepartment@prth.com, within thirty (30) days of the date of your electronic acceptance of the terms of this Agreement (such notice, an “Arbitration Opt-Out Notice”). The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and be signed by you. If you don’t provide Priority IR with an Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action, IP Protection Action, or to bring an action seeking only injunctive relief, as expressly set forth above.

Informal Dispute Resolution. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Claims by sending an email to legaldepartment@prth.com at any time.

Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this section shall be determined exclusively by a court and not by the administrator or any arbitrator.

Procedures. The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“JAMS”). Claims involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules; all other Claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

Fees; costs. Each party to the arbitration shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to JAMS in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration or collection. Notwithstanding the foregoing, if you are a consumer using the Services for personal purposes, we will pay all filing, administrative, hearing and arbitrator fees if you act in good faith, cannot get a waiver of such fees and ask us to pay; and if you win an arbitration you initiate (meaning you recover more than we offered before the arbitration), we will pay your reasonable fees and costs for attorneys, experts and witnesses. If you are a consumer, we will always pay these amounts if required under applicable law or the administrator’s rules or if payment is required to enforce this Arbitration Provision.

Decision. The arbitrator will render an award within the time frame specified in the administrator rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction.

If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings are finally adjudicated to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

5.18. Governing Law and Jurisdiction

In the United States, this Agreement shall be governed by and construed in accordance with all applicable federal laws and all applicable substantive laws of the State of Georgia, without regard to conflicts of laws principles. In addition, we are subject to certain federal and state regulations and local clearing house rules governing the subject matter of the Agreement. You understand that we must comply with these laws, regulations and rules. You agree that if there is any inconsistency between the terms of this Agreement and any applicable law, regulation or rule, the terms of this Agreement will prevail to the extent any such law, regulation or rule may be modified by agreement.

5.19. Waiver of Jury Trial and Class Action

THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PERSON. EACH PARTY FURTHER AGREES TO WAIVE, AND HEREBY WAIVES, THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO LITIGATE OR ARBITRATE ON A CLASS-WIDE BASIS AGAINST THE OTHER PARTY.

5.20. Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without Priority IR’s prior written consent. Priority IR reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

5.21. No Waiver; Cumulative Remedies

No waiver of any provisions of this Agreement by Priority IR will be valid unless such waiver is in writing and signed by an authorized officer of Priority IR. A waiver of one provision does not operate as a future waiver of that or any other provision of this Agreement.

The remedies for Priority IR set forth in this Agreement are cumulative and in addition to any other remedies available to Priority IR at law or in equity. The exercise of any remedy hereunder does not preclude the exercise of any other remedies.

5.22. Language

If you decide to use our Services, you expressly agree that the Agreement between you and us and any associated documents will be in the English language only.