This ACH Services Agreement (this “ACH Agreement”) is a legal agreement between GoDaddy Payments, LLC (“GoDaddy,” “we,” or “our”) and the person, legal entity or organization (“Merchant”, “you” or “your”) ƒor your individual representative (“Representative”) identified on that certain GoDaddy Commerce Services Agreement (the “Service Agreement”) between you or your Representative and GoDaddy. Capitalized terms used, but not defined, in this ACH Agreement, are defined in the Service Agreement which is hereby incorporated by reference. In the event of a conflict between the provisions of the Service Agreement and the provisions of this ACH Agreement, the provisions of the Service Agreement shall control. This ACH Agreement governs your use of services that allow you, as Originator (defined below), to initiate Automated Clearing House (“ACH”) debit or credit entries to your customers’ accounts, and you desire to use such services (“ACH Services”).

We reserve the right, at our sole discretion, to amend, change or modify portions of this ACH Agreement at any time. When we do this, we will post the revised ACH Agreement on the website and will indicate the date of such revision. Your continued use of ACH Services after the date of any such changes constitutes your acceptance of the new terms and conditions of this ACH Agreement.

1. ACH Services

You have contracted with GoDaddy to provide ACH Services as a third-party sender of ACH transactions (“Third-Party Sender”).

These transactions will be placed through ACH Services service provider that GoDadday contracts with (“ACH Services Provider”) and a financial institution(s) who will be acting as the Originating Depository Financial Institution (“ODFI”). GoDaddy will debit funds (“Debit Entry”) for the purpose of collecting Automatic Payments from the accounts of Merchant’s customers (“Receivers”) and/or credit funds (“Credit Entry”) for the purpose of paying the Merchant’s accounts receivable in accordance with the terms of this ACH Agreement, the Operating Rules (“Rules”) of the National Automated Clearing House Association (“NACHA”), and applicable federal, state and local laws or regulations governing ACH transactions (collectively, “Regulations”), which may include Uniform Commercial Code Article 4A or the Electronic Fund Transfers Act and its implementing regulations (Regulation E), as each is amended from time to time, to the extent applicable. You shall act as the “Originator”, a person that has authorized an ODFI to transmit an ACH Entry to a Receiver’s account at a Receiving Depository Financial Institution (“RDFI”), a financial institution qualified by NACHA to receive ACH Entries.

You agree to comply with all Rules and Regulations. The terms and conditions of this ACH Agreement do not limit Merchant’s obligation to comply with the Rules and Regulations. “ACH Entry” or “ACH Entries” shall mean either a Credit Entry or a Debit Entry. ACH Entries are made via the funds transfer system (network) governed by the Rules which provides for the clearing of electronic entries for participating financial institutions and Third-Party Senders (“ACH Network”).

2. Fees.

You will pay GoDaddy the fees and charges as agreed in writing, as well as other amounts owed under these ACH Services, which may include, without limitation, any amounts charged to GoDaddy, the underlying ODFI, or you by NACHA, in connection with your use of ACH Services.

3. Transaction Limits.

You shall operate and use ACH Services in accordance with the transaction limits approved by GoDaddy and in accordance with the Rules. GoDaddy may modify your transaction limits at any time upon reasonable notice to you. In the event you exceed established transaction limits for returns, processing volume or as otherwise set forth in this ACH Agreement, or if you provide notice of your intent to cease to do business with GoDaddy, GoDaddy may suspend or terminated processing. Thereafter, GoDaddy may, in its sole and absolute discretion, place any or all of the provisional or final credits to Merchant for each Debit Entry originated by it into an account held by ODFI for a period of up to twenty- four (24) months from the date of the last originated Debit Entry. GoDaddy shall have the right to offset against amounts withheld and owed to the affected Merchant for all returned ACH Entries, fees, damages, fines, or other costs that may arise out of ACH processing for the affected Merchant(s), whether Merchant becomes liable for such returned ACH Entries, fees, damages, fines, or other costs at law, equity, or pursuant to the terms of this ACH Agreement.

4. Reserves.

Reserve Requirements. GoDaddy may determine, at any time in its sole and absolute discretion, if a reserve for any Merchant is required. The reserve may be a percentage of volume, a hard reserve based on a fixed amount, a rolling reserve, or a variation of these options. If at any time GoDaddy has reason to believe its risk is not properly mitigated, it may immediately, and without prior notice, implement a reserve account (“Reserve Account”) by withholding funds due to any Merchant fund such a reserve account in an amount to be determined by GoDaddy in its sole and absolute discretion. Reserves will be held for a period of twenty-four (24) months from the last Debit Entry or return.

5. Authorizations.

You are solely responsible for obtaining authorization to debit your customer’s bank accounts for ACH Entries and you are solely responsible for ensuring such authorizations comply with Rules and Regulations. You further agree that you shall retain original or a copy of each written authorization of a Receiver (your customer), or a readily and accurately reproducible record evidencing any other form of authorization for two (2) years from the termination or revocation of such authorization or for such other period as required by the Rules. When you use ACH Services to initiate ACH Entries to your customers, you represent and warrant that you have all necessary authorizations and approvals from your customer for GoDaddy to transmit an ACH Entry to the Receiver’s bank account and that each such ACH Entry is accurate and timely. You further warrant that any debit ACH Entry that you initiate satisfies an obligation or corrects an error. GoDaddy shall not be liable for any return, reversal or other failure (or any related costs) arising from your acts and omissions, including failure to obtain your customer’s authorization for a Debit Entry. GoDaddy is permitted to document and store ACH authorizations, including timestamp and applicable ACH credentials.

6. Suspension and Termination.

Either party may terminate any or all ACH Services in accordance with their rights under the Services Agreement. GoDaddy may suspend or terminate your use of ACH Services for violation of any Rules and/or Regulations, including, without limitation, acceptable limits for ACH returns and failure to maintain funds in your GoDaddy balance to satisfy your obligations under this ACH Services Agreement. GoDaddy may also terminate or suspend ACH Services if the ACH Services Provider and/or an ODFI requires such suspension or termination.

7. Settlement.

You acknowledge that funds paid to you by your customers through the ACH Service shall only be made available to you once the ODFI receives final settlement. In the event that GoDaddy makes available to you any provisional credit and such ODFI does not receive the final settlement, the ODFI is entitled to a refund for the amount of the provisional credit. You agree that you shall be responsible for all such refunds, and GoDaddy shall have the right to be reimbursed and recover such refunds or other amounts that are charged to GoDaddy by the ODFI in connection with ACH Services pursuant to this ACH Agreement and the Services Agreement.

8. Cancellation, Amendment, Reversal.

You shall not have the right to cancel, amend, or reverse an ACH Entry after its receipt by GoDaddy. However, GoDaddy may, in its sole discretion, use reasonable efforts to act on your request to cancel, amend or reverse an ACH Entry before transmission. GoDaddy shall have no liability if it fails to effect such requests.

9. Rejection.

GoDaddy as Third-Party Sender, ACH Services Provider or an ODFI may reject any ACH Entry which does not comply with the requirements of this ACH Agreement or the Rules, and may reject any ACH Entry if you are not otherwise in compliance with this ACH Agreement. In addition, an ODFI may refuse to process an ACH Entry you initiate in its sole discretion. You shall be responsible for correcting any ACH Entries rejected by GoDaddy or an ODFI prior to resubmission.

10. Returns.

When using ACH Services, you understand and agree that it may take more than sixty (60) days for GoDaddy to receive notice of a return or reversal of an ACH Entry and for GoDaddy to exercise any of our rights granted or reserved under this ACH Agreement, the Services Agreement or the Rules. You agree to maintain a sufficient balance in your GoDaddy Balance or your linked bank account to satisfy all obligations to GoDaddy in connection with your use of ACH Services, including returns, reversals, and associated fees, and to add funds immediately if GoDaddy notifies you that your funds in your linked bank account are insufficient. GoDaddy reserves the right to recover all outstanding amounts due to GoDaddy in accordance with the Services Agreement.

11. VIolation of Laws

You as Originator represent, warrant, and covenant to GoDaddy that (a) you will not seek to use ACH Services in violation of any applicable law or regulation including without limitation the Rules and Regulations; and (b) no ACH Entry delivered to GoDaddy or an ODFI, if accepted by the ODFI, will cause GoDaddy or the ODFI to be in violation of any regulation or sanction administered by the federal or state government, in the U.S. or elsewhere, or otherwise cause GoDaddy or the ODFI to be in violation of U.S. federal or state law or the laws of other jurisdictions.

12. Audit and Review.

You agree to permit GoDaddy, ACH Services Provider and the ODFIs and their designated third parties to audit, inspect, and review your policies and processes for purposes of ensuring your compliance with this ACH Agreement and the Rules. You agree to cooperate with any such audit and to respond to reasonable requests for information necessary to complete such audit in a timely manner.

13. Additional Limitation of Liability.

GoDaddy shall not be liable for any action or inaction by an ODFI, ACH Services Provider or a third party (e.g., the ACH operator or RDFI) that results in GoDaddy’s failure to perform under this ACH Agreement or suspension, termination, restriction or other delay in GoDaddy’s performance under this ACH Agreement.

14. Additional Indemnity.

You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to (a) your breach of any representation, warranty or covenant set forth in this ACH Agreement, (b) your failure to perform your obligations as an Originator under the Rules, (c) your failure to maintain a sufficient balance in your GoDaddy balance to cover your obligations under this ACH Agreement, (d) GoDaddy’s effecting or attempt to effect your request for the cancellation, amendment or reversal of an ACH Entry, or (e) GoDaddy’s issuance of duplicate ACH Entries.

16. Third Party Beneficiaries.

ACH Services Provider is a third-party beneficiary to this ACH Agreement. Other than ACH Services Provider, there are no third-party beneficiaries to this ACH Agreement