BUTTER ADDENDUM – OUTREACH SERVICES (SMS/MMS AND EMAIL)

THIS ADDENDUM (“ADDENDUM”) SUPPLEMENTS, AND IS ENTERED INTO BETWEEN BUTTER PAYMENTS, INC. (“BUTTER” OR “US” OR “WE” OR “OUR”) AND THE ENTITY THAT HAS EXECUTED AN ORDER AND AGREEMENT FOR THE SMS/MMS AND EMAIL MESSAGING FEATURES (“OUTREACH SERVICES”) (SUCH ENTITY, “LICENSEE” OR “YOU” OR “YOUR”) MADE AVAILABLE THROUGH THE SERVICES. IF YOU ACCEPT A TRIAL FOR OUR SERVICES, THESE TERMS WILL ALSO GOVERN THAT TRIAL. THIS ADDENDUM GOVERNS YOUR ACCESS TO AND USE OF THE OUTREACH SERVICES AND IS HEREBY INCORPORATED BY REFERENCE INTO SUCH AGREEMENT, AS OF THE DATE OF THE AGREEMENT. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH LICENSEE ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES. ANY CAPITALIZED TERMS USED HEREIN THAT ARE NOT OTHERWISE DEFINED SHALL HAVE THE MEANING GIVEN TO THEM IN THE AGREEMENT.

1. Definitions

For the purposes of this Addendum:

(a) “Communications” means SMS/MMS messages and emails sent by Butter on Your behalf through the Outreach Services.

(b) “Electronic Communication, Telephone Privacy and Debt Collection Laws” mean (a) the United States Telephone Consumer Protection Act, 47 U.S.C. § 227 and any implementing regulations; (b) the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§ 6101-6108; (c) the Federal Trade Commission’s Telemarketing Sales Rule, 16 CFR Part 310; (d) the Mobile Marketing Association’s U.S. Consumer Best Practices for Messaging; (e) the policies and rules of the Wireless Association (CTIA), including the CTIA Messaging Principles and Best Practices Guidelines, and any similar generally accepted industry policies or rules adopted by carriers, or other practices enforced by carriers; (f) any contractual obligations and requirements by applicable mobile carriers; (g) the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, 15 U.S.C. §§ 7701-7713 (CAN-SPAM Act) and any implementing regulations; (h) Canada’s Anti-Spam Legislation, S.C. 2010, c. 23; (i) the federal Fair Debt Collection Practices Act; and (j) any other state or federal laws, rules, regulations or requirements concerning debt collection or dunning communications, electronic communications, telephone solicitation, telemarketing, text messages, autodialing, junk messaging, spam messaging, or other similar uses of telecommunications and electronic communication networks; and (k) any successor laws or regulations, as in effect during the term of this Agreement.

(c) “End User Data” means any personal information, contact information, or other data relating to Your end users that You provide or make available to Butter in connection with the Outreach Services.

2. Use of Outreach Services

2.1 Compliance Obligation. You agree to familiarize Yourself with and comply with the applicable Electronic Communication, Telephone Privacy and Debt Collection Laws pertaining to Your use of the Outreach Services.

2.2 Role of Butter; Customer Authorization. You acknowledge and agree that Butter sends Communications on Your behalf using Butter’s messaging infrastructure. By enabling the Outreach Services, You grant Butter standing authorization to send Communications to Your End Users in accordance with Butter’s recommended schedule and methodology, which is informed by Butter’s machine learning algorithms and optimized for payment recovery. Such standing authorization constitutes Your direction and initiation of all Communications for purposes of the Electronic Communication, Telephone Privacy and Debt Collection Laws, and each Communication sent pursuant to such authorization shall be deemed to have been individually directed and authorized by You. You may modify or restrict the schedule or methodology by providing written notice to Butter. Butter acts solely as Your service provider and agent for the limited purpose of transmitting Communications that You have authorized. You retain full responsibility and liability for all Communications sent through the Outreach Services as though You had sent them directly, regardless of the timing, frequency, or sequencing determined by Butter’s recommended schedule.

2.3 Consent and Opt-Out Responsibility. The Outreach Services do not include any capabilities related to managing consents, opt-out requests, or unsubscribe mechanisms. To the extent Butter provides advice, guidance, templates, or suggestions (collectively “Templates”) to You, the foregoing is provided solely for convenience and should not be taken as legal advice or guidance. Regardless of the fact that certain features and/or Templates may be made available to You through the Services, Butter is not responsible for assisting you in complying with your obligations under the Electronic Communication, Telephone Privacy and Debt Collection Laws. You acknowledge that You remain solely responsible for compliance with the Electronic Communication, Telephone Privacy and Debt Collection Laws, including without limitation, all actions necessary to ensure that any required consents are obtained and documented prior to authorizing any Communication to an End User; (ii) with respect to SMS/MMS Communications, honoring all opt-out requests received through any channel or method as required by applicable law or regulation; (iii) maintaining accurate and current records of all consents and opt-outs; and (iv) ensuring that End User Data provided to Butter reflects the current consent and opt-out status of each End User. You shall not authorize or direct Butter to send any Communication to any End User who has not provided the requisite consent or who has opted out of receiving such Communications.

2.4 Transactional Nature of Email Communications. You acknowledge and agree that email Communications sent through the Outreach Services are transactional in nature, consisting of notifications requesting End Users to update payment information or take other actions related to their existing accounts. You are solely responsible for ensuring that the content of all email Communications remains transactional and does not include marketing or promotional content that would subject such Communications to additional requirements under the CAN-SPAM Act or other applicable laws.

2.5 Message Content. Butter may provide default message templates (“Templates”) that You may customize for use with the Outreach Services. You are solely responsible for reviewing, approving, and ensuring the legal compliance of all message content, whether based on a Template or otherwise. Templates are provided solely for convenience and do not constitute legal advice. Regardless of whether a Communication is based on a Butter-provided Template, You acknowledge that You are solely responsible for the content of all Communications. You agree that no SMS/MMS Communications shall use false or misleading information or fail to include clear and conspicuous opt-out instructions as required under applicable law. You agree that no email Communications shall use false or misleading header information or deceptive subject lines.

2.6 End User Data. You are solely responsible for the accuracy, completeness, and lawfulness of all End User Data provided to Butter. You represent and warrant that You have all necessary rights, consents, and legal bases to provide End User Data to Butter and to authorize Butter to use such data for the purpose of sending Communications on Your behalf. Butter shall use End User Data solely for the purpose of delivering the Outreach Services. To the extent that Butter processes personal information on Your behalf in connection with the Services, the Data Protection Addendum located at www.butterpayments.com/data-processing-addendum shall apply.

2.7 Tracking Technologies. The Outreach Services may include tracking technologies such as email open tracking, click tracking, read receipts, delivery confirmations, and engagement analytics (collectively, “Tracking Technologies”). You acknowledge and agree that You are solely responsible for (i) ensuring that Your privacy policies, notices, and disclosures to End Users adequately describe the use of Tracking Technologies in Communications sent on Your behalf; (ii) obtaining any consents from End Users required under applicable law in connection with the use of Tracking Technologies; and (iii) complying with all applicable privacy and data protection laws with respect to any data collected through Tracking Technologies. Butter shall have no obligation to provide separate privacy notices or obtain consents from End Users in connection with Tracking Technologies.

3. Representations and Warranties

(a) The representations and warranties of the parties set forth in the Agreement applicable to the Services shall be deemed to apply, and to be repeated, with respect to the Outreach Services.

(b) In addition to the representations and warranties in the Agreement, You represent and warrant that, in connection with Your use of the Outreach Services, You will not, and will not cause any third party to: (i) direct or authorize any Communications in violation of any of the Electronic Communication, Telephone Privacy and Debt Collection Laws or participate in “spamming” activities; (ii) mislead others as to the identity of the sender of any Communications; (iii) engage in any illegal dunning or debt collection practices; (iv) send any SMS/MMS messages to any emergency telephone line; (v) send emails with deceptive subject lines or without a valid physical postal address; (vi) provide End User Data to Butter that is inaccurate, incomplete, or that includes individuals who have not provided the requisite consent or who have opted out; (vii) include marketing or promotional content in email Communications sent through the Outreach Services; or (viii) perform any other illegal act.

(c) You acknowledge and agree that Butter is in no way responsible for the contents of any Communications sent via the Outreach Services.

(d) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE OUTREACH SERVICES AND TEMPLATES ARE PROVIDED “AS IS,” AND BUTTER MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

4. Additional Indemnification

IN ADDITION TO THE INDEMNIFICATION REQUIREMENTS IN THE AGREEMENT, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD BUTTER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSSES, CLAIMS, OBLIGATIONS, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE LEGAL FEES INCURRED, IN CONNECTION WITH OR ARISING OUT OF: (A) YOUR USE OF THE OUTREACH SERVICES; (B) YOUR BREACH OF ANY REPRESENTATIONS OR WARRANTIES MADE UNDER THE AGREEMENT (INCLUDING THIS ADDENDUM); (C) YOUR VIOLATION OF THE ELECTRONIC COMMUNICATION, TELEPHONE PRIVACY AND DEBT COLLECTION LAWS AS APPLICABLE TO COMMUNICATIONS SENT VIA THE OUTREACH SERVICES; (D) THE CONTENTS OF ANY COMMUNICATIONS SENT VIA THE OUTREACH SERVICES; (E) YOUR PROVISION OF END USER DATA TO BUTTER, INCLUDING ANY CLAIMS THAT SUCH DATA WAS PROVIDED WITHOUT ADEQUATE CONSENT OR IN VIOLATION OF APPLICABLE LAW; (F) ANY CLAIMS BY END USERS OR THIRD PARTIES ARISING FROM COMMUNICATIONS SENT VIA THE OUTREACH SERVICES, INCLUDING CLAIMS RELATED TO THE TIMING, FREQUENCY, OR SCHEDULING OF SUCH COMMUNICATIONS; AND (G) ANY CLAIMS THAT COMMUNICATIONS SENT THROUGH THE OUTREACH SERVICES WERE SENT WITHOUT PROPER AUTHORIZATION OR CONSENT, REGARDLESS OF WHETHER SUCH COMMUNICATIONS WERE SENT IN ACCORDANCE WITH BUTTER’S RECOMMENDED SCHEDULE. NOTWITHSTANDING THE FOREGOING, BUTTER RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE OF ANY MATTER IN WHICH IT MAY BE INDEMNIFIED BY YOU UNDER THIS PARAGRAPH. YOU SHALL NOT ENTER INTO ANY SETTLEMENT OF ANY OF THE ABOVE MATTERS WITHOUT THE PRIOR WRITTEN CONSENT OF BUTTER.

THE INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 4 SHALL BE AN “EXCLUDED LIABILITY” UNDER SECTION 9 OF THE BUTTER SUBSCRIPTION TERMS AND CONDITIONS THAT ARE PART OF THE AGREEMENT.

5. Reservation of Rights

From time to time, Butter may, but is under no obligation to, monitor and review Your use of the Outreach Services to confirm compliance with the Agreement (including this Addendum). Notwithstanding anything else under the Agreement (including this Addendum), Butter retains the right to limit, suspend, or terminate Your use of the Services, in whole or part, if it determines in its sole discretion that such use violates the requirements of the Agreement (including this Addendum) or any applicable laws, rules and regulations, including any of the Electronic Communication, Telephone Privacy and Debt Collection Laws, or You are otherwise breaching any term of the Agreement (including this Addendum).

6. Terms

The terms of this Addendum supersede provisions in the Agreement only to the extent that the terms of this Addendum and the Agreement expressly conflict and then only with respect to the Outreach Services. Nothing in this Addendum should be interpreted as invalidating the Agreement, and provisions of the Agreement will continue to govern relations between the parties, including the Outreach Services, insofar as they do not expressly conflict with this Addendum.

7. Counterparts

This Addendum may be executed in counterparts, each of which shall be deemed an original and both of which shall be taken together and deemed one instrument.