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Addendum

Aggressive Protections Addendum

Effective 2026-05-25. For questions, contact risk@theclearfinance.com.

In plain English: this Addendum sits alongside the Merchant Services Agreement and documents the operative remedies that protect Clear Finance, our sponsor banks, our processing partners, and ultimately card networks and consumers, in the event of merchant breach or risk-threshold events. The Addendum addresses liquidated damages, cross-default, acceleration of obligations, joint-and-several owner liability, first-dollar indemnification, surcharges for chargeback / fraud / refund threshold breaches, audit rights, attorneys’ fees recovery, mandatory pre-arbitration mediation, and rights of setoff. Acceptance of the Merchant Services Agreement constitutes acceptance of this Addendum on the same acceptance event — no separate signature is required. We recommend reviewing the Addendum with counsel before acceptance.

Version: 2026.05.25-v1. Effective: 2026-05-25. Where this Addendum conflicts with the MSA on a remedy, the more protective remedy in favor of Clear Finance controls. Where this Addendum conflicts with a network rule, the network rule controls. Where this Addendum conflicts with a non-waivable consumer protection statute applicable to the underlying transaction, the statute controls only to the minimum extent required by law.

0. Definitions

Capitalized terms used in this Addendum have the meanings given in the MSA, except: “Clear Finance” includesClear Finance’s parent, subsidiaries, affiliates, sub-processors, sponsor banks, acquiring partners, banking partners, identity-verification partners, fraud-screening partners, gateway adapters, successors, assigns, officers, directors, employees, and agents. “Merchant,” “you,” “your” includes every beneficial owner of twenty-five percent (25%) or more, every controller, every signing officer, every named representative on the merchant processing record, every personal guarantor, every successor, and every affiliate, jointly and severally where the context permits. “Loss” means every actual, consequential, incidental, indirect, punitive, and special damage; every fine, penalty, assessment, fee, interest, surcharge, cost, expense, recovery cost, collection cost, attorneys’ fee, expert fee, mediator fee, arbitrator fee, filing fee, and court cost; and every chargeback, refund, reversal, representment cost, dispute fee, network-monitoring-program fee, excessive-chargeback fee, excessive-fraud fee, MATCH-list fee, termination fee, early-termination fee, reserve-funding shortfall, ACH-return fee, NSF fee, wire-recall fee, currency-conversion loss, rolling-reserve top-up, and any liability or contingent liability arising from any of the foregoing.

“Excess Chargeback Event” means any of: (a) crossing the one-percent (1.00%) chargeback ratio by transaction count in any rolling thirty (30) day window; (b) crossing the one-percent (1.00%) chargeback ratio by transaction dollar volume in any rolling thirty (30) day window; (c) enrollment, threatened enrollment, or warning notice from Visa Dispute Monitoring Program (VDMP), Visa Fraud Monitoring Program (VFMP), Mastercard Excessive Chargeback Merchant (ECM), Mastercard Excessive Fraud Merchant (EFM), American Express Chargeback Monitoring, Discover Chargeback Monitoring, or any successor program; (d) a sponsor-bank, acquirer, or network communication requiring Clear Finance to terminate, hold, freeze, or modify the relationship; or (e) MATCH-listing or threatened MATCH-listing of you, your principals, or any beneficial owner.

“Identity Refresh Trigger” means any of: a new beneficial owner reaching ten percent (10%); change of control; change of signing officer; change of legal entity name; change of doing-business-as name; change of fulfillment partner or sub-processor; change of banking institution or receiving account; change of business vertical, product mix, or marketing claims; address change; an Excess Chargeback Event; a fraud-loss-ratio breach; a regulatory inquiry, subpoena, or investigation served on you or any principal; a prior-processor termination event; insolvency event; death, incapacity, or removal of a guarantor; expiration of any identity document on file; a sponsor-bank or acquirer request; or Clear Finance’s good-faith determination, in its sole discretion, that refresh is warranted.

1. Liquidated-damages schedule

The parties acknowledge that the harm to Clear Finance from each breach listed below is real, foreseeable, and disproportionate to any direct settlement-volume measure, and that actual damages would be difficult to calculate with precision. The amounts are a reasonable estimation of those damages, are not a penalty, and are payable in addition to every other amount owed.

  • 1.1.Confidentiality breach — $25,000 USD per occurrence; $100,000 USD per occurrence if the disclosure includes Clear Finance’s pricing, gateway routing, MID structure, reserve formula, risk algorithm, blacklist data, or strategic roadmap.
  • 1.2.Non-disparagement breach — $25,000 USD per occurrence.
  • 1.3.Prohibited-vertical activity — $50,000 USD per occurrence plus disgorgement of all settlement attributable to the prohibited vertical.
  • 1.4.Material misstatement in your application or any identity refresh — $25,000 USD per misstatement plus disgorgement of all settlement from acceptance to discovery.
  • 1.5.Factoring, aggregation, money-transmission, money-laundering, or transaction laundering — $100,000 USD per occurrence plus disgorgement of all settlement attributable to the activity.
  • 1.6.Submission of a forced, fabricated, factored, or “ghost” transaction — $5,000 USD per transaction or 5x the transaction amount, whichever is greater.
  • 1.7.Re-submission of a charged-back transaction without a fresh authorization — $1,000 USD per occurrence.
  • 1.8.First Excess Chargeback Event in a rolling 12-month window — $10,000 USD plus surcharge.
  • 1.9.Second Excess Chargeback Event — $25,000 USD plus mandatory enrollment in RDR / Verifi / Ethoca at your cost plus surcharge.
  • 1.10.Third Excess Chargeback Event — $50,000 USD plus termination plus all amounts under Section 3 (Acceleration).
  • 1.11.Network-rule violation — pass- through of the network’s assessment plus a $5,000 USD administrative fee per assessment.
  • 1.12.MATCH-listing of you, any principal, or any beneficial owner — $25,000 USD plus all reasonable costs of MATCH defense, removal, or appeal.
  • 1.13.Failure to deliver requested information within MSA deadlines — $1,000 USD per day per item.
  • 1.14.Failure to fund a reserve top-up or settlement-clawback within three business days — $500 USD per day plus 18% APR on the outstanding balance.
  • 1.15.ACH-return after a settlement-clawback or fee-collection ACH — $50 USD per return plus full reimbursement of bank ACH-return fees.
  • 1.16. Wire-recall attempt without Clear Finance’s written consent — $1,000 USD per attempt plus all bank wire-recall fees.
  • 1.17. Unauthorized use of Clear Finance’s marks, logos, or trade dress after termination — $500 USD per day per surface.
  • 1.18.Operation of a successor, “phoenix,” or shell entity to evade liability — $100,000 USD plus all amounts under Section 3 plus injunctive relief.

The schedule is non-exhaustive. Breaches not enumerated remain recoverable as actual damages.

2. Cross-default

A breach of, default under, or material misrepresentation in any one of the following — the MSA, this Addendum, any Personal Guarantee, any Reserve or Holdback Agreement, any ACH Authorization, the Acceptable Use Policy, the Prohibited Merchants Policy, the Chargeback / Dispute Policy, the Risk, Holds & Reserve Policy, the Network Assessments Addendum, any Payment Processing Terms, any Developer API Terms, or any other written agreement now or hereafter in effect between you and Clear Finance or any Clear Financeaffiliate — is automatically a default under every other such agreement, irrespective of cure periods, separate notice, or independent enforcement. A default by any beneficial owner of twenty-five percent (25%) or more, any personal guarantor, any affiliate or sister entity under common control, or any successor or assignee, under any agreement with Clear Finance or anyClear Finance affiliate, is a cross-default under this Agreement.

3. Acceleration of all obligations

Upon any uncured material breach, any second-or-greater Excess Chargeback Event, any insolvency event, any cross-default under Section 2, any MATCH-listing, or any termination by Clear Financeor any sponsor bank, acquirer, or network:

  • Every amount you owe Clear Finance under any agreement becomes immediately due and payable, without notice, demand, presentment, protest, or grace period.
  • The reserve becomes immediately payable at the higher of the stated reserve percentage or one hundred percent (100%) of the trailing one-hundred-eighty (180) day settlement volume.
  • All in-flight settlement is suspended and applied to outstanding obligations; all open authorizations may be voided at Clear Finance’s option; in-flight refunds, reversals, and disputes continue to accrue against the accelerated balance.
  • Each personal guarantor becomes immediately liable for the full accelerated balance on a joint-and-several basis.
  • Cross-default under every other agreement is triggered.

4. Joint-and-several liability

Every personal guarantor, beneficial owner of twenty-five percent (25%) or more, controller, signing officer, and signing representative is jointly and severally liable for every obligation of the merchant under the MSA, this Addendum, every Personal Guarantee, every Reserve and Holdback Agreement, every ACH Authorization, every network-rule pass-through, and every Loss recoverable under Section 5. Clear Finance may proceed against any one or any combination of jointly-and-severally liable persons without first proceeding against the merchant, without first exhausting any other remedy, without electing remedies, and without resort to any reserve. Release of one does not release any other. Each such person waives every defense based on suretyship, marshaling, contribution, subrogation, exoneration, indemnity, or election of remedies, to the maximum extent permitted by applicable law.

5. First-dollar indemnification

You and every jointly-and-severally liable person will defend, indemnify, and hold Clear Finance harmless from the first dollar against every Loss arising out of: your acceptance, processing, sale, fulfillment, or servicing of any transaction; your products, services, marketing, labeling, packaging, claims, refunds, cancellations, subscriptions, free trials, negative-option offers, or affiliate networks; any breach of warranty, covenant, representation, or attestation by you; any breach of any network rule, sponsor-bank rule, acquirer rule, or applicable law by you; any third-party claim againstClear Finance by your customer, supplier, affiliate, employee, contractor, or any regulator; any data or privacy breach attributable to your systems or vendors; any tax liability for your transactions; and any failure of your goods or services to perform as represented to your customer. The duty to defend is independent of the duty to indemnify. Indemnification under this Section is not subject to the cap in MSA Section 15 and survives termination indefinitely.

6. Surcharge schedule (chargeback / fraud / refund)

Upon any Excess Chargeback Event, any breach of the fraud-loss-ratio cap (0.50%), or any breach of the refund- ratio cap (10.00%), Clear Finance may impose a remediation surcharge for the duration of the breach plus a ninety (90) day cool-down:

  • First breach in rolling 12-month window: +50 bps to discount rate, +$0.10 per-transaction, +5 pp reserve uplift.
  • Second breach: +150 bps, +$0.25 per-tx, +10 pp reserve uplift.
  • Third or higher breach: +300 bps, +$0.50 per-tx, +15 pp reserve uplift, plus mandatory rolling-reserve increase to 100% of trailing 30-day volume.

7. Attorneys’ fees and recovery costs

If Clear Financeretains counsel, a collection agency, a mediator, an arbitrator, an expert, or a court to enforce any obligation owed by you or any jointly-and-severally liable person, the prevailing party is entitled to recover all reasonable attorneys’ fees, expert fees, mediator fees, arbitrator fees, paralegal fees, investigative fees, deposition fees, court-reporter fees, e-discovery fees, filing fees, service-of-process fees, witness fees, travel costs, and all other reasonable out-of-pocket costs, in addition to the substantive amounts awarded. Clear Finance is presumed to be the prevailing party where any obligation owed by you is reduced to judgment, settlement, or written agreement to pay. IfClear Financeretains a collection agency or sells the receivable, you agree to pay collection costs of thirty-three and one-third percent (33⅓%) of the principal collected, or the agency’s contingency fee, whichever is greater.

8. Mandatory pre-arbitration mediation

No arbitration may be initiated until: (a) the initiating party serves a written Notice of Dispute; (b) within thirty (30) days after service, a senior officer of each party meets in person or by videoconference for at least one ninety-minute session and negotiates in good faith; (c) if the dispute is not resolved, the parties submit the dispute to a single neutral mediator administered by JAMS in Sheridan, Wyoming, applying JAMS’ standard commercial mediation rules; and (d) no arbitration may be initiated until the mediator declares impasse or sixty (60) days have elapsed from the mediation appointment, whichever is earlier. Failure to comply is grounds for dismissal with the dismissing party’s reasonable attorneys’ fees awarded against the non-complying party. This Section does not apply to Clear Finance’s pursuit of injunctive relief, specific performance, payment under the Personal Guarantee, foreclosure on reserves, chargeback / refund / clawback recovery, liquidated damages, accelerated amounts, or setoff.

9. Default-rate interest

Every amount owed to Clear Financethat is not paid when due bears interest from the due date until paid in full at the lesser of (a) eighteen percent (18%) per annum, compounded monthly, or (b) the maximum rate permitted by applicable law. Interest is in addition to liquidated damages, surcharges, collection costs, and attorneys’ fees.

10. Identity refresh on trigger

Each Identity Refresh Trigger entitles Clear Finance to require, within forty-eight (48) hours of notice, any one or more of the following at your cost: re-collection of application fields, re-collection of beneficial-ownership disclosures, re-OFAC / sanctions screen, re-MATCH check, re-bank verification including penny-test or microdeposit, document re-upload, live video identity verification, re-attestation of every warranty, reauthorization of the ACH Authorization, updated voided check, updated processing statements, and site visit by a third-party inspector at your cost. Failure to complete refresh within seven (7) days of request is a material breach, an automatic settlement-hold event, and a trigger for acceleration under Section 3.

11. Right of setoff

You consent to Clear Finance and every Clear Finance affiliate exercising setoff, recoupment, and consolidation across every account, balance, reserve, holdback, settlement queue, payout, credit, or contingent payment maintained at Clear Finance or anyClear Finance affiliate, against any amount you owe under any agreement. No demand or notice is required. The right is exercisable as to amounts not yet due, amounts in dispute, amounts that are contingent, and amounts that are unliquidated. You authorize Clear Finance to debit any operating bank account designated under the ACH Authorization, any reserve account, any holdback balance, and any settlement queue, for any amount owed. You waive every NSF, return, recall, or insufficient- funds defense and authorize up to six (6) ACH retries per item.

12. Cross-merchant data-sharing consent

You acknowledge and consent that Clear Finance maintains cross-merchant fraud-prevention databases keyed on card-fingerprint, BIN, device fingerprint, IP, billing / shipping address, email, phone, and behavioral signal. You consent to Clear Finance adding entries to a global blacklist on any chargeback initiation, fraud report, or Clear Financedetermination of attempted fraud, without notice to the cardholder, without notice to you, and without obligation to remove; sharing those blacklists across all Clear Financemerchants on a global non-revocable basis; receiving and applying third-party fraud-signal feeds; and blocking, challenging, or downgrading any transaction in its sole discretion, without reimbursement of any lost revenue or contribution margin. Your consent is irrevocable and survives termination.

13. Sub-processor pass-through

You acknowledge that Clear Finance routes some or all of your processing through Sub-Processors. Every Sub-Processor rule, addendum, and term of service that Clear Financeis required to pass through is incorporated into this Agreement by reference and binds you on the same terms. Every Sub-Processor’s right to suspend, freeze, hold, reverse, withhold, or terminate is a right that Clear Financemay exercise against you on the Sub-Processor’s behalf, in addition to any independent right Clear Finance holds. A Sub-Processor termination event is an automatic Clear Financetermination event. Sub-Processor pricing, fee, surcharge, assessment, and reserve changes pass through in full upon Sub-Processor change, irrespective of any rate-lock provision in the MSA. A Sub-Processor’s good-faith claim against Clear Financearising from your activity is an indemnifiable Loss without regard to whether the Sub-Processor ultimately prevails or settles.

14. Non-disparagement; non-solicitation

During the term and for three (3) years following termination, you and your principals, owners, employees, contractors, agents, and affiliates will not publicly disparage Clear Finance, any Clear Finance affiliate, any Sub-Processor, any sponsor bank, any acquirer, or any of their officers, directors, employees, products, services, pricing, or business practices. For twenty-four (24) months following termination, you will not directly or indirectly solicit for employment, hire, or engage as a contractor any Clear Finance employee with whom you had material contact or any Clear Finance risk, underwriting, engineering, or compliance employee. Breach triggers liquidated damages under Section 1 and entitles Clear Finance to injunctive relief.

15. Confidentiality with teeth

Clear Finance’s pricing, gateway routing logic, MID structure, reserve formula, risk-engine signals, blacklist content, settlement cadence, sub-processor identities, acquirer identities, sponsor-bank identities, and strategic roadmap are Clear Finance’s trade secrets. Disclosure is a Tier-1 confidentiality breach triggering the $100,000 USD liquidated-damages amount. The fact and content of any settlement, mediation, arbitration, or judicial proceeding between you and Clear Finance is confidential. On request, you will return or destroy every copy of Clear Finance confidential information, certify destruction, and identify every person to whom you disclosed any portion.

16. Power of attorney

You irrevocably appoint Clear Finance as your attorney-in-fact, coupled with an interest, to sign, file, perfect, and amend any document needed to enforce Clear Finance’s reserve, holdback, security interest, or right of setoff; prosecute any chargeback dispute, network arbitration, or pre-arbitration submission; submit any refund, credit, or reversal required by a network rule, sponsor-bank instruction, or regulator directive; submit any tax-information return or 1099-K relating to settlement to you; endorse, deposit, and collect on any check, wire, or ACH delivered to Clear Finance for your account; and communicate with any prior processor, sub-processor, sponsor bank, acquirer, regulator, beneficial owner, controller, signing officer, or personal guarantor about your account. This power survives any insolvency event.

17. Audit, books, and records

You will maintain, for a minimum of seven (7) years following the date of each transaction, complete books and records of every transaction, refund, cancellation, customer-service contact, shipping or fulfillment confirmation, chargeback response, and marketing creative. On twenty-four (24) hours’ written notice, you will deliver any document or record requested. On five (5) business days’ written notice, you will permit Clear Finance or a designated third- party inspector to enter your premises, inspect operations, observe customer service, inspect fulfillment, inspect inventory, and copy any relevant record. You bear the cost of any inspection that reveals a material breach.

18. No assignment by you; free assignment by Clear Finance

You may not assign, transfer, novate, sublicense, or delegate any right or obligation under the Agreement withoutClear Finance’s prior written consent. Any attempted assignment is void and a material breach. Clear Finance may freely assign, transfer, novate, sublicense, delegate, pledge, securitize, factor, or otherwise transfer any right or obligation to any successor, affiliate, sub-processor, sponsor bank, acquirer, or third party, with or without notice, with or without your consent.

19. Tax cooperation; backup withholding

You will deliver a current IRS Form W-9 or W-8 on demand and update each form within seven (7) days of any change. Failure to maintain a current form triggers backup withholding at the maximum statutory rate. You hold Clear Finance harmless from every Loss arising from your tax misreporting, mis-classification, missing form, or untimely form.

20. Specific performance and equitable relief

You acknowledge that money damages would be inadequate to remedy breach by you of Sections 14, 15, any obligation relating to Clear Finance’s intellectual property, trade marks, trade dress, or trade secrets, any obligation to deliver documents under Section 17, any obligation to fund a reserve or honor an ACH debit, or any obligation to cease prohibited processing activity. You consent to Clear Finance obtaining specific performance, temporary restraining order, preliminary injunction, permanent injunction, and other equitable relief without bond or showing of irreparable harm beyond that recited here, in addition to monetary remedies.

21. Survival

Every Section of this Addendum survives termination of the MSA and every other agreement until every obligation is finally extinguished by lapse of every applicable statute of limitations, and indefinitely for confidentiality, non-disparagement, indemnification, liquidated damages owed but unpaid, surcharges accrued but uncollected, setoff, sub-processor pass-through, audit, cross-merchant data sharing, tax cooperation, and dispute resolution.

22. Waiver of demand and notice

Each merchant and each jointly-and-severally liable person waives, to the maximum extent permitted by law, demand for payment, notice of nonpayment, notice of acceleration, presentment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, and every other notice or demand the law would otherwise require Clear Finance to give.

23. No oral modification

This Addendum, the MSA, and every incorporated document state the entire agreement between you and Clear Finance about their subject matter. No oral statement, course of dealing, or practice modifies this Addendum. No amendment is effective unless signed in writing by an authorized officer ofClear Finance and accepted electronically by you, or published by Clear Financeat this public route and made effective by the MSA’s re-acceptance rule.

24. Severability with essential-terms carve-out

If any term is held invalid, the remaining terms remain in full force and the invalid term is reformed to the maximum extent enforceable. However, if Sections 1 (liquidated damages), 2 (cross-default), 3 (acceleration), 4 (joint-and- several), 5 (indemnification), 7 (attorneys’ fees), 11 (setoff), or 12 (cross-merchant data sharing) is wholly unenforceable on a basis that cannot be reformed, Clear Financemay terminate the Agreement and accelerate every obligation.

25. Choice of law; venue; class and jury waivers

Wyoming law governs this Addendum and every dispute. Exclusive venue for any judicial proceeding permitted under Section 8 is the state and federal courts in Sheridan County, Wyoming. You consent to personal jurisdiction and waive every venue, forum non conveniens, and personal-jurisdiction defense. Every other dispute is subject to JAMS arbitration in Sheridan, Wyoming. You waive every right to a jury trial. You waive every right to participate in a class, mass, collective, private attorney- general, or consolidated proceeding; every dispute proceeds individually.

26. One-year limitation of action

Every action you bring against Clear Finance arising under this Addendum, the MSA, or any incorporated document must be commenced within one (1) year after the cause of action accrues. A claim not commenced within that period is permanently barred. This Section does not shorten any limitation period that applies to Clear Finance’s claims against you.

27. Force majeure

Clear Finance is excused from any non-monetary obligation to the extent its performance is delayed or prevented by act of God, war, terrorism, civil unrest, pandemic, government order, network outage, sub-processor outage, sponsor-bank outage, acquirer outage, banking moratorium, cyberattack, ransomware, supply-chain failure, labor disruption, or other circumstance beyond Clear Finance’s reasonable control. Force majeure does not excuse any monetary obligation owed to Clear Financeand does not toll the accrual of liquidated damages, surcharges, or interest owed.

28. Acceptance evidence

Acceptance of this Addendum is recorded in a hash-chained row linking your merchant identifier, user identifier, the Addendum’s version string, the acceptance timestamp, source IP, user agent, and the cryptographic hash of the rendered HTML at acceptance. The hash chain is sealed at the time of acceptance and any subsequent modification is detectable. The acceptance row is admissible as conclusive evidence of acceptance.

You cannot accept the MSA without accepting this Addendum on the same acceptance event. A re-acceptance event published byClear Financeinvalidates prior acceptance and requires re-acceptance within seven (7) days, on the same terms as the MSA’s re-acceptance rule.