Payment Processing Agreement

This Payment Processing Agreement (this “PPA”) sets forth the terms on which True Medicine, Inc. (“Truemed”) provides payment processing, collection, settlement, and related services (the “Payment Services”) to each brand, retailer, or other business partner (each a “Brand”) that has entered into a brand agreement, merchant agreement, order form, or other commercial agreement with Truemed that references or incorporates this PPA (as amended from time to time, the “Brand Agreement” and, together with this PPA, the “Agreement”). This PPA is incorporated by reference into, and forms a part of, the Brand Agreement. By entering into a Brand Agreement, or by accessing or using the Payment Services, Brand agrees to this PPA.

Capitalized terms used but not defined in this PPA have the meanings given to them in the Brand Agreement. As used in this PPA, “End User” means a customer of Brand who purchases Brand’s products or services from Truemed or through Truemed’s services and integrations (the “Services”), and “End User Payment” means the amounts paid or payable by an End User in connection with a transaction processed through the Services, including the purchase price of the applicable products or services and any associated shipping, handling, taxes, and other charges.

Truemed operates a single, integrated payments platform that processes transactions for products and services supplied by many different Brands. When an End User purchases products or services through the Services that are supplied by Brand, it is Truemed — not the Brand — typically acts as the merchant of record. This PPA sets out the terms that make that structure possible.

To preserve this structure, Truemed is unable to materially negotiate the terms of this PPA for individual Brands. Many of these provisions are required by, or flow down from, the terms of Truemed’s Acquirers (defined in Section 3(a)), the Network Rules (defined in Section 3(d)), and Applicable Laws, and Truemed is not free to vary them Brand by Brand. Others (including the agent-of-payee appointment in Section 2) must contain specific language in order to preserve exemptions under state money transmission laws, and deviations could create licensure and compliance risk for both parties. Still others (including the daily netting, Ledger (defined in Section 5(a)), Reserve (defined in Section 7(a), and Chargeback (defined in Section 6(b)) provisions) operate uniformly across all Brands on shared settlement infrastructure and cannot function differently for any single Brand. For these reasons, and consistent with the practice of other payment processors and merchant-of-record platforms, Truemed maintains a single, standard set of payment processing terms for all Brands.

The commercial terms of each Brand relationship — including the Fees (defined in Section 4) and the scope of the Services — are set forth in the Brand Agreement and any mutually executed order form, and are addressed there. This PPA is limited to the payment processing mechanics that must remain uniform across Truemed’s platform.

This PPA governs the Payment Services through which End Users purchase Brand’s products or services through the Services.

If there is an express conflict between this PPA and the Brand Agreement with respect to the subject matter of this PPA, this PPA will control to the extent of the conflict. Notwithstanding the foregoing, if Truemed and Brand have mutually executed an order form or other written agreement that expressly modifies any provision of this PPA, that mutually executed writing will control over this PPA and the Brand Agreement to the extent of the express conflict. To the extent required, the Network Rules (as defined below) and the terms of Truemed’s Acquirers (as defined below) control with respect to the routing, acceptance, and processing of payment transactions.

Brand appoints and authorizes Truemed to operate as the merchant of record for sales of Brand’s products or services to End Users made through the Services, and Truemed accepts such appointment. As merchant of record, Truemed is responsible for payment transaction processing and the submission of transactions to Truemed’s applicable Acquirer(s), and Truemed may appear as the merchant (alone or together with Brand) on End Users’ card or bank statements and in related transaction records.

By appointing Truemed as merchant of record: (i) Brand does not transfer to Truemed ownership of, or title to, any of Brand’s products; (ii) Brand remains solely responsible for its products and services, including their quality, safety, legality, fulfillment, delivery, product support, maintenance, warranties, and recalls; (iii) Brand remains responsible for the calculation and remittance of all taxes as set forth in Section 9; (iv) as between Truemed and Brand, Brand remains contractually and financially responsible for the costs of Refunds, Chargebacks, returns, and fraud-related losses as set forth in Section 6, and Truemed will net those costs out of amounts otherwise payable to Brand as set forth in Section 5; and (v) except as expressly set forth in the Brand Agreement, Truemed has no liability or obligation to End Users with respect to Brand’s products or services.

Brand appoints Truemed, and Truemed accepts such appointment, as Brand’s agent for the limited purpose of receiving, holding, and settling End User Payments on Brand’s behalf. Brand agrees that (i) an End User Payment received by Truemed, acting as Brand’s agent, satisfies and extinguishes the End User’s payment obligation to Brand to the extent of the amount received, regardless of whether Truemed actually settles such End User Payment to Brand, and (ii) if Truemed does not settle an End User Payment to Brand as described in this PPA, Brand will have recourse solely against Truemed and not against the End User. Brand understands that Truemed’s obligation to pay Brand is subject to, and conditional upon, successful receipt of the associated payments from an End User. Brand further agrees that Truemed is not required to settle such payment to Brand in the event that the End User initiates a Chargeback or otherwise disputes the payment. In accepting appointment as the limited payment collection agent of Brand, Truemed assumes no liability for any acts or omissions of Brand.

The agency created under Section 2(c) is limited solely to the receipt, holding, and settlement of End User Payments, and no agency is created for tax or any other purpose. Nothing in this PPA creates a partnership, joint venture, franchise, employment, trust, escrow, or fiduciary relationship between the parties. Truemed is not a bank, trust company, or other depository institution and does not provide banking or deposit services. Amounts held by Truemed or its Acquirers pending settlement are not deposits and may not be insured by the Federal Deposit Insurance Corporation. Truemed has no obligation to segregate funds held for Brand from other funds, and Brand is not entitled to any interest or other earnings on funds held or processed under this PPA.

Truemed processes End User Payments through one or more third-party payment processors, acquiring banks, and other financial institutions (each, an “Acquirer”). Truemed may add, remove, or replace Acquirers from time to time at its sole discretion.

Except as otherwise agreed in writing between the parties or as set forth in this PPA, settlements to Brand will be made to Brand’s connected account maintained with Truemed’s applicable Acquirer (a “Connected Account”). Brand shall establish and maintain a Connected Account, shall provide all information and complete all steps required by the applicable Acquirer to open and maintain the Connected Account in good standing, and shall accept and comply with the Acquirer’s applicable terms and conditions or such other written agreement existing between Brand and the applicable Acquirer. Amounts settled to Brand’s Connected Account will be transferred to Brand’s designated bank account(s) (“Brand Bank Account(s)”) on a daily basis or otherwise in accordance with the Acquirer’s applicable terms and payout schedules.

Brand shall provide Truemed and/or its Acquirers with all information reasonably requested to onboard Brand to the Payment Services, including information required for identity verification, underwriting, credit and risk assessment, and compliance with anti-money laundering, sanctions, “know your customer,” and similar legal requirements. Brand represents and warrants that all such information is and will remain accurate, complete, and current, and Brand shall promptly notify Truemed of any material change to such information, including any change in Brand’s legal name, entity form, ownership, line of business, or the products and services it offers through the Services. Truemed and its Acquirers may decline, condition, suspend, or terminate Brand’s access to the Payment Services based on the outcome of any underwriting, verification, risk, or compliance review.

“Network Rules” means the bylaws, rules, regulations, operating guidelines, and requirements of the payment card networks (including Visa, Mastercard, American Express, and Discover), Nacha, and any other payment method provider or payment system used to process End User Payments, in each case as amended from time to time. Brand shall comply with all Network Rules applicable to Brand and shall not, through act or omission, cause Truemed or any Acquirer to violate any Network Rules. If and to the extent any provision of this PPA conflicts with mandatory requirements of the Network Rules or an Acquirer’s requirements, the Network Rules or the Acquirer’s requirements, as applicable, will control with respect to the acceptance and processing of the applicable payment method.

Truemed shall charge the fees set forth in the Brand Agreement, including any order form, pricing schedule, or similar document entered into by the parties or made available to Brand (the “Fees”). Truemed will automatically deduct the Fees from the total order value of each End User transaction processed through the Payment Services as part of the daily netting process described in Section 5. Except as otherwise stated in the Brand Agreement, the Fees are inclusive of standard payment processing costs. Except as set forth in the Brand Agreement or the Consumer Terms, all Fees paid are non-refundable and are not subject to set-off by Brand.

Truemed will establish and maintain a ledger for Brand (the “Ledger”) recording, without limitation: (i) gross End User Payments processed through the Services; (ii) Fees; (iii) Refunds; (iv) Chargebacks and associated fees, fines, and assessments; (v) amounts withheld for, contributed to, or released from any Reserve; and (vi) any other amounts payable by Brand to Truemed under the Agreement. Truemed will make Ledger information available to Brand through Truemed’s dashboard, periodic statements, or other reasonable means.

On each business day, Truemed will calculate the net amount owed to Brand (the “Net Settlement Amount”), equal to the gross End User Payments received by Truemed on Brand’s behalf since the immediately preceding settlement, minus (i) Fees, (ii) Refunds, (iii) Chargebacks and associated costs, (iv) Reserve fundings or adjustments, and (v) any other amounts owed by Brand to Truemed under the Agreement. If the Net Settlement Amount is positive, Truemed will remit it to Brand’s Connected Account on a daily basis (or at such other frequency as the parties may agree in writing or as the applicable Acquirer’s processing schedule requires). Settlement timeframes are estimates, and settlements may be delayed by risk or compliance reviews, Acquirer or payment network processing times, or events beyond Truemed’s reasonable control.

If the Net Settlement Amount is negative, or if the Ledger otherwise reflects a balance owed by Brand to Truemed, Truemed may, in its discretion and without limiting its other rights and remedies: (i) carry the negative balance forward and net it against future settlement amounts; (ii) debit Brand’s Connected Account or any Brand Bank Account, which debits Brand hereby authorizes; (iii) apply some or all of the Reserve to the balance; and/or (iv) invoice Brand for the balance, which invoice shall be due and payable within ten (10) business days of receipt.

Truemed may adjust the Ledger and subsequent settlements to correct errors, miscalculations, duplicate transactions, or misapplied amounts. Brand shall notify Truemed of any dispute regarding a settlement or Ledger entry within sixty (60) days after the applicable information is first made available to Brand; entries not disputed within such period will be deemed accurate, absent fraud or manifest error.

Unless otherwise agreed in writing, all amounts under this PPA are denominated, processed, and settled in U.S. dollars.

Brand shall maintain, and work with Truemed in good faith to conspicuously disclose to End Users, a fair and lawful return and refund policy consistent with Applicable Laws and the Network Rules. Truemed will, as merchant of record, be primarily responsible for receiving and interfacing with End Users regarding return requests by making available the following services to End Users: (a) confirming the receipt or rejection of an order, (b) providing status updates regarding the authorization, capture, or settlement of the associated payment, and (c) administering requests for Refunds, returns, and Chargebacks in accordance with applicable Network Rules. Notwithstanding the foregoing, Brand and Truemed shall cooperate in good faith to respond to End User return requests or other inquiries that are directed to Brand. Brand shall provide an email address or other reasonable means by which Truemed may communicate End User return requests, inquiries and complaints and shall work with Truemed in good faith to resolve all End User return requests, inquiries and complaints in accordance with Brand’s return and refund policy. Brand further agrees to defend, indemnify, and hold harmless Truemed, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses (including reasonable attorneys’ fees) arising from or relating to the goods and services sold by Brand through the Services except as arising out of Truemed’s or its affiliate’s gross negligence, willful misconduct, or fraud. “Refund” means any full or partial refund, return credit, price adjustment, or similar credit issued to an End User with respect to a transaction processed through the Services. Refunds will be processed through the Services and deducted from amounts otherwise payable to Brand as part of the netting process described in Section 5. Any refund of Fees associated with a Refund shall be as set forth in the Brand Agreement.

“Chargeback” means any chargeback, dispute, reversal, ACH or other bank return, or other payment reversal or claim initiated with respect to an End User Payment, together with any associated fees, fines, penalties, or assessments imposed by an Acquirer or under the Network Rules. Notwithstanding Truemed’s designation as merchant of record, and as between Truemed and Brand, Brand is financially responsible to Truemed for all costs of Refunds, Chargebacks, returns, and losses arising from fraudulent, unauthorized, or other illegal transactions in connection with Brand’s products or services, except to the extent such costs result solely from Truemed’s gross negligence or willful misconduct. Truemed will deduct such costs from amounts otherwise payable to Brand through the netting process described in Section 5, and any amounts subsequently recovered by Truemed with respect to a Chargeback will be credited back to the Ledger.

Truemed (directly or through its Acquirers) may manage the receipt, contesting, and resolution of Chargebacks. Brand shall cooperate in good faith with Truemed in connection with Chargebacks, including by providing transaction records, proof of fulfillment or delivery, End User communications, and other relevant evidence within five (5) business days of Truemed’s request (or within such shorter period as may be required by the applicable Network Rules). Truemed may contest, accept, or settle any Chargeback in its commercially reasonable discretion.

If Brand’s Chargeback, Refund, or fraud rates exceed thresholds established under the Network Rules or by an Acquirer, or otherwise reach levels that Truemed reasonably determines present elevated financial, legal, or reputational risk, Truemed may, upon notice to Brand: (i) establish or increase a Reserve; (ii) delay or suspend settlements; (iii) impose additional transaction screening or verification requirements; and/or (iv) suspend or terminate Brand’s access to the Payment Services. Brand shall be responsible for all fines, fees, and assessments arising from enrollment in any payment network chargeback or fraud monitoring program to the extent attributable to transactions involving Brand’s products or services.

Truemed may, at its reasonable discretion, establish and maintain a minimum reserve of funds which shall be held back from settlement as further set forth herein (the “Reserve”). The amount of the Reserve will be based on Truemed’s assessment of relevant risk factors, which may include Brand’s processing history; Chargeback, Refund, and fraud rates; average order value and fulfillment and delivery timeframes; financial condition and creditworthiness; material changes to Brand’s business, product mix, or transaction volume; seasonality; compliance considerations; and requirements imposed by Acquirers or under the Network Rules. Truemed will notify Brand of the establishment of, or any material adjustment to, the Reserve, including the amount and the method of funding. The Reserve may be funded through deductions from settlement amounts, debits to Brand’s Connected Account or Brand Bank Account (which debits Brand hereby authorizes), direct payment by Brand, or other such method that Truemed determines in its reasonable discretion.

Truemed may apply the Reserve to any amounts owed by Brand to Truemed under the Agreement, including Refunds, Chargebacks, fines, fees, assessments, and other liabilities. Truemed will review the Reserve periodically and will release the Reserve, or the applicable portion of the Reserve, when Truemed reasonably determines that it is no longer required, subject to Section 7(d).

Notwithstanding anything to the contrary in the Agreement, Truemed may, at its reasonable discretion: (i) pause, suspend, terminate, or reverse any transfers to or from Brand’s Connected Account; (ii) withhold amounts otherwise payable to Brand; or (iii) invoice Brand or debit any Brand Connected Account or Brand Bank Account, in each case for (x) the reasonably anticipated costs of Refunds, Chargebacks, returns, or fraudulent or other illegal activity; (y) bona fide, documented compliance purposes; or (z) Truemed’s compliance with valid legal process, including compliance with liens or other encumbrances placed by Brand’s creditors on funds held by Truemed.

Following termination or expiration of the Brand Agreement, or Brand’s cessation of use of the Payment Services, Truemed may continue to maintain the Reserve and may withhold a reasonable portion of final settlement amounts for a period of up to one hundred eighty (180) days following the later of the effective date of termination or the date of the last End User transaction processed through the Services, or for such longer period as Truemed reasonably determines is necessary to cover pending or reasonably anticipated Refunds, Chargebacks, fines, assessments, investigations, or legal process. Truemed will remit any remaining balance to Brand promptly following the end of such period.

Truemed may set off any amounts owed by Brand to Truemed under the Agreement against any amounts Truemed owes to Brand or holds on Brand’s behalf, including settlement amounts and the Reserve.

Truemed may provide tokenized End User payment credentials (“Payment Tokens”) to Brand to (i) enable End Users to store a payment method for use with the Services and/or (ii) facilitate recurring payments, negative option features, free- or discount-to-full-price conversion offers, or other forms of Brand-initiated transactions (each, a “Subscription”). If Brand receives Payment Tokens from Truemed, Brand warrants and covenants that it: (w) will use Payment Tokens solely in connection with the Services; (x) will use commercially reasonable efforts consistent with Applicable Laws and applicable industry standards (including, to the extent applicable, the Payment Card Industry Data Security Standard) to prevent the unauthorized use or disclosure of Payment Tokens; (y) will not process a Subscription transaction using a Payment Token without having received satisfactory permission (and which permission has not been withdrawn) from the applicable End User; and (z) shall make all disclosures, obtain all consents, honor all cancellation requests, and implement all policies, in each case as required to comply with Applicable Laws governing Subscriptions, including federal and state laws governing automatic renewal and negative option marketing. Truemed may suspend or revoke Payment Tokens, or suspend Subscription processing, to the extent Truemed reasonably determines that continued use presents a security, legal, or compliance risk.

Notwithstanding Truemed’s designation as merchant of record, Brand or the applicable End User shall be responsible for all taxes, duties, and similar governmental assessments associated with the sale of Brand’s products and services and the use of the Services (excluding taxes based on Truemed’s net income). As between Truemed and Brand, Brand is solely responsible for determining its tax registration, collection, reporting, and remittance obligations, and for calculating, collecting, and remitting all applicable sales, use, excise, and similar taxes. Truemed does not provide tax advice. Each party shall reasonably cooperate with the other party with respect to tax information reporting obligations arising from transactions processed under this PPA, including any information returns (such as IRS Form 1099-K) required to be filed by Truemed or its Acquirers under Applicable Laws.

This Section 10 applies only to Brands that sell prescription drug products through the Services. Brand acknowledges and agrees that all amounts paid by End Users for prescription drug products shall be collected and treated as a pass-through between the End User and the dispensing pharmacy, and that Truemed’s role with respect to such amounts is limited to collection and settlement as described in this PPA. Brand shall ensure that all prices paid by End Users, including any fees associated with prescription drug products, are disclosed to End Users in compliance with Applicable Laws, including Health Care Laws governing the disclosure of prescription medication costs and associated fees.

Brand represents, warrants, and covenants that: (a) all information provided by or on behalf of Brand to Truemed or any Acquirer in connection with the Payment Services is and will remain accurate, complete, and current, and Brand has provided all information required by, and has obtained and shall maintain all necessary permissions, authorizations, and approvals from, Stripe and/or any other Acquirer designated by Truemed; (b) there are no liens or other encumbrances on any Brand funds maintained by Truemed or its Acquirers, and Brand shall promptly notify Truemed if any such lien or encumbrance arises; (c) Brand will use the Payment Services solely for bona fide sales of Brand’s products and services to End Users, and will not use the Payment Services to process transactions on behalf of any third party, to advance cash, or to process any fraudulent, unauthorized, or illegal transaction; and (d) Brand will comply with all Applicable Laws and Network Rules in connection with its sale, marketing, and fulfillment of products and services purchased through the Services.

Truemed may suspend Brand’s access to the Payment Services as set forth in this PPA and the Brand Agreement, including where Truemed reasonably determines that continued provision of the Payment Services presents fraud, security, legal, or compliance risk, or where suspension is required by an Acquirer or under the Network Rules. This PPA remains in effect for so long as the Brand Agreement remains in effect or Truemed continues to process End User Payments on Brand’s behalf, whichever is longer. The provisions of this PPA that by their nature should survive termination shall survive, including accrued payment obligations; Truemed’s netting, withholding, Reserve, holdback, and set-off rights; Brand’s responsibility for Refunds, Chargebacks, and related costs; and Section 9 (Taxes).

Truemed may update this PPA from time to time by posting the updated version on Truemed’s website. If Truemed makes a change to this PPA, Truemed will provide Brand with at least thirty (30) days’ advance notice via email, the Truemed dashboard, or through other reasonable means, and the change will take effect on the date stated in the notice. Changes that are required by Applicable Laws, the Network Rules, or an Acquirer, or that relate to new features or services, may take effect sooner as necessary. Brand’s continued use of the Payment Services after the effective date of an updated PPA constitutes Brand’s acceptance of the update. If Brand does not agree to an update, Brand’s exclusive remedy is to terminate the Brand Agreement in accordance with its terms.

This PPA forms part of the Agreement between Truemed and Brand. The provisions of the Brand Agreement governing confidentiality, representations and warranties, indemnification, warranty disclaimers, limitations of liability, notices, assignment, governing law, dispute resolution, and general or miscellaneous matters apply to this PPA as if fully set forth herein, and references in the Brand Agreement to the “Agreement” include this PPA. If any provision of this PPA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Truemed’s failure to enforce any provision of this PPA shall not constitute a waiver of its right to enforce that provision later.