OrderPort Payments Terms of Service

Effective March 30, 2026

These OrderPort Payments Terms of Service (“Payments Terms”) apply to, and are incorporated into, any order form for, or otherwise including, OrderPort Payments Services (each, an “Order Form”) between OrderPort, LLC, a Washington company (“OrderPort”, “we”, “us”, or “our”), and the other legal entity that executes, or otherwise agrees to be bound by, such Order Form (“Customer”, “you” or “your”). These Payments Terms, together with the Order Form and OrderPort’s General Terms (collectively, the “Agreement”), constitute a binding agreement between OrderPort and Customer, under which OrderPort provides Customer access to the Services (as defined in the Order Form). Customer accepts, and agrees to be bound by, the Agreement either by executing, or otherwise agreeing to be bound by, an Order Form or by using the Services. OrderPort and Customer are collectively referred to as the “Parties” herein. Capitalized terms not otherwise defined have the meanings given in OrderPort’s General Terms or as otherwise set forth in the Agreement.

1. The OrderPort Payments Service

The Services include a payment account boarding, payment underwriting, and payment data transmission service that helps you integrate with a payment processor. The Services may be utilized by the OrderPort Platform including but not limited to the Point of Sale application, eCommerce, Admin and Wine Club.

We reserve the right to refuse or suspend access to the Services to anyone for any reason at any time, including for purposes of preventing fraud, violations of law, and security threats. By accessing the Services, you represent and warrant that you (a) are of the age of majority in your state or province of residence and authorized to bind your organization; (b) have full power and authority to agree to these Payments Terms, including on behalf of your organization; (c) are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States and are not subject to sanctions or designated on any government restricted party list; (d) will not access the Services if you have previously been prohibited from doing so or if any laws prohibit you from doing so; (e) will use the Services solely for lawful business purposes and in accordance with these Payments Terms; (f) will use only valid payment methods that you are authorized to use; (g) will honor all payment obligations incurred through your use of the Services; (h) will not initiate improper or bad-faith payment disputes; and (i) will not violate or infringe the intellectual property, proprietary, or privacy rights of OrderPort or any third parties.

OrderPort processes payments you receive from your customers via the Services. We use third-party payment processors (each, a “Payment Processor”) for any payment made in connection with your use of the Services, in which case such payments will also be subject to the terms, conditions, and policies of the Payment Processor. If OrderPort facilitates payment processing, such facilitation is provided solely as a technical convenience and payments processed via the Payment Processor are not accessible or controlled by us. OrderPort does not guarantee payment performance by any third party and does not assume responsibility for the underlying transaction. Your use of and access to the Services may be suspended or you may incur additional charges from the Payment Processor if your billing contact information is incorrect or not updated in our records or if you fail to follow the terms, conditions and policies of the Payment Processor. We are not responsible for any damages arising out of (i) any account suspensions resulting from your incorrect billing contact information, (ii) any errors or omissions by the Payment Processor or by any credit card issuer, or (iii) any suspension of your use of the service provided by the Payment Processor for any other reason. Any Faster Payout services are limited to $1,000,000 per day.

2. Geographic Location

To utilize the Services, you must be a business located in one of the supported countries where Services are supported.

3. License Grant

Subject to your continued compliance with the terms of the Agreement, OrderPort hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services during the Term (the “License”). The License will remain in effect for as long as the Agreement remains in effect, and the License will automatically terminate upon any termination or expiration of the Agreement. Neither the License nor any other provision of the Agreement grants to you any rights in the Services or in other intellectual property rights, whether by implication, estoppel, or otherwise, and we hereby reserve all of our rights not

expressly granted to you in the Agreement.

You represent and warrant that you will not: (i) permit any third party to access the Services except as permitted in the Agreement, and to carry out Transactions; (ii) create derivative works based on the Services; (iii) copy, frame, or mirror any part of the Services; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of any of the Services; or, (v) access the Services in order to build or use a competitive product or service.

4. Audit Right

If OrderPort believes that a security breach, personal data breach, or other compromise of data may have occurred, OrderPort may require you to have a third-party auditor, approved by OrderPort, conduct a security audit of your systems and facilities and issue a report to be provided to OrderPort at OrderPort’s sole discretion and at your sole cost and expense.

5. Registration and Credentials

You may not use the Services for non-commercial, personal, family, or household purposes. To use OrderPort Payments Services for your business, you are required to register for an OrderPort Payments Account. OrderPort will issue unique login credentials (which may include usernames, passwords, multi-factor authentication credentials, API keys, or similar access controls) to your approved users (“Credentials”). Credentials are personal to the designated user and may not be transferred, assigned, or shared with any other person or entity without OrderPort’s prior written consent. Where Credentials are issued to an entity, the entity will ensure that only authorized employees, contractors, or agents use the Credentials and shall remain responsible for their compliance with the Agreement.

You and your users are solely responsible for maintaining the confidentiality and security of any Credentials. You and your users shall: (a) safeguard Credentials using reasonable security practices consistent with industry standards; (b) not disclose, share, sublicense, or otherwise make Credentials available to any third party; (c) not permit multiple individuals to use a single set of Credentials; immediately notify OrderPort in writing of any suspected or actual unauthorized access, disclosure, or use of Credentials.

You and your users are fully responsible for all activity conducted through your and their accounts, whether authorized or unauthorized. OrderPort shall be entitled to rely on any action taken through any user’s Credentials as authorized by the user.

6. Feedback and Usage Data

If you send us any suggestions, comments or other feedback (collectively, “Feedback”) with respect to the Services, whether solicited or unsolicited, you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Feedback that you send to us. We are and shall be under no obligation (i) to maintain any Feedback in confidence; (ii) to pay compensation for any Feedback; or (iii) to respond to any Feedback. You hereby grant us an irrevocable, worldwide, royalty-free license to any Feedback you submit for our use in improving the Services or any other use without any compensation or attribution to you and acknowledge that we owe you no obligation of confidentiality with respect to Feedback.

You understand that OrderPort may collect and use data and other information in connection with your use of the Services (“Usage Data”) for any lawful purpose. You agree that we may collect, use and otherwise exploit, without restriction, Usage Data from your use of the Services, and such Usage Data can include but is not limited to information you submit through the Services, your navigation and usage, technical information about your device, its operating system and application software, and network provider that is gathered periodically in connection with your use of the Services. Further, OrderPort may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple OrderPort customers for the purpose of expressing that information in summary form. Aggregate Data does not include any Personal Information relating to Customer, any of Customer’s authorized users, clients or customers, or other information that could reasonably identify a natural person. OrderPort will not re-identify and de-anonymize any Aggregate Data.

7. Personal Information

Questions about how we collect, process and use the information you submit to us in order to provide the

Services and confirm compliance with applicable laws in respect of any transaction is addressed in our Privacy Policy, available at [URL].

8. Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that your use of the Services will be uninterrupted, timely, secure or error-free. We do not warrant that the Services will be accurate or reliable.

You agree that from time to time we may remove portions of the Services for indefinite periods of time and add or de-list services at any time, without notice to you.

We do not warrant that the quality of the Services, information, or other material obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

OrderPort makes no representations or warranties regarding any third-party (including, without limitation, any Payment Processor) pricing, availability, fulfillment, or compliance with applicable laws. All third-party warranties, if any, are provided solely by the applicable third party.

EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, IMPLIED OR EXPRESSED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED. WE DO NOT WARRANTY THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE OR THAT THE SERVICES WILL IN EVERY CASE PERFORM AS DESCRIBED ON THE ORDER FORM OR OTHER MATERIALS PROVIDED BY US OR ANY THIRD PARTY.

IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL (A) ORDERPORT, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, RELATING TO THE SERVICES, EVEN IF ORDERPORT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) ORDERPORT’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES PAID BY YOU TO ORDERPORT UNDER ANY ORDER FORM IN THE 6 MONTHS PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIMS. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. WE DISCLAIM ALL LIABILITY OF ANY KIND OF VENDORS OR THIRD PARTIES. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE PAYMENTS TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

9. Indemnification

You agree to indemnify, defend and hold harmless OrderPort and its affiliates, and their respective officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, harmless from any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to your fraud, gross negligence, willful misconduct, use of the Services, breach of the Agreement, and any allegation that you have breached any agreement or violated applicable law or the rights of a third-party.

10. Force Majeure

Except for monetary obligations hereunder, neither party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its

contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.

11. Changes to these Payments Terms; Assignment

You can review the most current version of these Payments Terms at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Payments Terms by posting updates and changes to the Services. It is your responsibility to check periodically for changes. Your continued use of or access to the Services following the posting of any changes to these Payments Terms constitutes acceptance of those changes. For clarity, such updates or changes apply to fees charged by OrderPort and/or its payment processors in accordance with the applicable Order Form, that may be revised by OrderPort, at its discretion, with notice that may be provided by any appropriate means, including by posting such revised fees to the Services.

Any rights or obligations hereunder may not be transferred or assigned by you without our prior written consent. We may freely assign and delegate any of its rights or obligations hereunder.

12. Contact Information

Questions about these Payments Terms should be sent to us at paymentsmanager@orderport.net

END OF AGREEMENT