Everflow Managed Payments Service Addendum

1. Service Description

Managed Payments is a fee-based, fully managed service under which Everflow performs payment operations on Customer's behalf in connection with Customer's affiliate or partner program hosted on the Everflow platform. The service includes:

(a) Managed Payouts. Everflow will process and execute payments to Customer's affiliates and partners ("Partners") on Customer's behalf, in accordance with the payout amounts, schedules, and preferences Customer has configured in its Everflow account or communicated to Everflow's designated Payment Manager. Payouts will be executed through any Supported Payment Method (as defined in Section 1(g)) that Customer has enabled in its Everflow account.

(b) Invoice Generation. Everflow will automatically generate invoices to Partners on Customer's behalf based on billing cycle data, regardless of which Supported Payment Method is used.

(c) Partner Billing Setup and Tax Collection. Everflow will collect banking and tax information from Customer's Partners as part of the Partner onboarding and billing setup process. This service — including collection of banking details, W-9/W-8 forms, and other tax documentation — applies exclusively to payouts processed through Everflow Pay. Everflow does not collect, manage, or verify Partner banking or tax information in connection with any other payment method, including any third-party or externally managed payment integrations. Customer is solely responsible for collecting and maintaining Partner banking and tax information for any payout method other than Everflow Pay.

(d) Partner Payment Support. Everflow will provide direct email support to Customer Partners for payment-related inquiries, including billing setup, payment status, and payout method questions, for all Supported Payment Methods.

(e) Reporting. Everflow will provide Customers with regular billing cycle reports and payout overviews covering all Supported Payment Methods used during the billing cycle.

(f) Dedicated Payment Manager. Customer will be assigned a dedicated Everflow Payment Manager as the point of contact for billing support for both Customer and its Partners across all Supported Payment Methods.

(g) Supported Payment Methods. "Supported Payment Methods" means any in-platform payment method made available by Everflow from time to time, which currently includes Everflow Pay. Everflow may add, modify, or discontinue Supported Payment Methods at its discretion upon notice to Customer. Everflow's obligations under this Addendum apply only to Supported Payment Methods. For the avoidance of doubt, payment methods that are configured, managed, or operated outside the Everflow platform — including any payment processors or tools that Customer has independently integrated — are not Supported Payment Methods and are not covered by this Addendum.

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2. Authorization and Agency

(a) Express Authorization. By enrolling in Managed Payments and paying the applicable service fee, Customer expressly authorizes Everflow to act as Customer's agent for the limited purpose of performing the services described in Section 1 across all Supported Payment Methods. This authorization includes the right to:

• Hold, manage, and operate funding accounts on Customer's behalf as described in the Everflow Marketplace Terms (Section 1(e) and Exhibit A), where applicable to the Supported Payment Method in use;
• Initiate, approve (subject to Section 3 below), and execute payouts to Customer's Partners from funds Customer has deposited or caused to be deposited for this purpose;
• Collect tax documentation and banking information from Partners on Customer's behalf, solely in connection with Everflow Pay;
• Generate and send invoices to Partners in Customer's name or on Customer's behalf;
• Communicate with Partners directly on payment-related matters.

(b) Scope of Authority. Everflow's authority under this Addendum is limited strictly to the payment operations described herein. Nothing in this Addendum grants Everflow the authority to modify the commercial terms between Customer and its Partners, approve or reject Partner applications, or take any action outside the scope of the Managed Payments service.

(c) Customer Remains Principal. Everflow acts as a service provider and agent under this Addendum, not as a principal. All payment obligations to Partners remain those of Customer. Everflow is not a money transmitter and does not guarantee payment. Customer is solely responsible for ensuring sufficient funds are available to cover scheduled payouts under each Supported Payment Method.

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3. Customer Approval and Controls

(a) Approval Workflow. Everflow will provide Customer with reporting and payout summaries at the close of each billing cycle. Everflow will not release payout batches to Partners without Customer's prior approval, unless Customer has enabled auto-approval for payouts within its account settings.

(b) Auto-Approval. If Customer enables auto-approval, Customer expressly authorizes Everflow to execute payouts without further sign-off, based on the billing logic and payout rules configured in Customer's account. Customer may disable auto-approval at any time, provided reasonable notice is given before the next billing cycle closes.

(c) Customer Responsibility for Accuracy. Customer is responsible for the accuracy of conversion data, payout rates, and Partner records in the Everflow platform. Everflow will process payouts based on the data available and Customer's instructions; Everflow is not liable for erroneous payouts resulting from incorrect data provided by Customer.

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4. Funding Obligations

Customer must maintain sufficient available funds to cover all scheduled payouts during each billing cycle under each Supported Payment Method in use. For Everflow Pay, this means maintaining sufficient funds in the designated Everflow account or funding account established under the Marketplace Terms Exhibit A. For other Supported Payment Methods, Customer is responsible for ensuring funds are available through the applicable funding mechanism for that method. Everflow reserves the right to suspend payout processing under any Supported Payment Method if Customer's available funds are insufficient, and will notify Customer promptly in such an event.

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5. Fees

Managed Payments is available to Customer at the fee set forth in Customer's Order Form or as displayed at enrollment. The Managed Payments fee covers the full scope of services described in Section 1 across all Supported Payment Methods Customer has enabled. Fees are billed in accordance with the payment terms in the Agreement. Everflow reserves the right to modify Managed Payments fees upon thirty (30) days' written notice to Customer.

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6. Data and Tax Compliance

(a) For payouts processed through Everflow Pay, Everflow will collect and store banking and tax information from Partners on Customer's behalf. Customer acknowledges that this information is collected for the purpose of facilitating payouts and supporting tax reporting.

(b) For payouts processed through Everflow Pay, Everflow will use commercially reasonable efforts to collect required tax forms (e.g., IRS Form W-9 or W-8BEN) from Partners prior to issuing payments.

(c) For all other Supported Payment Methods, Customer is solely responsible for collecting, verifying, and maintaining Partner banking and tax information. Everflow has no obligation to collect or verify such information outside of Everflow Pay.

(d) Regardless of the Supported Payment Method used, Customer remains responsible for its own tax reporting obligations, including the filing of any 1099 or equivalent forms where required by applicable law. Everflow may provide supporting documentation to assist Customer but does not provide tax advice.

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7. Limitation of Liability

Everflow's liability arising from or related to the Managed Payments service is subject to the limitations set forth in the Everflow Fintech Terms of Service. Without limiting the foregoing, Everflow shall not be liable for (i) delays or failures in payouts caused by insufficient Customer funds, Partner banking errors, or third-party payment processor issues; (ii) errors in payout amounts resulting from inaccurate data provided by Customer; (iii) any disputes between Customer and its Partners regarding the underlying commercial arrangements; or (iv) any issues arising from Customer's use of a payment method that is not a Supported Payment Method or that is managed outside the Everflow platform.

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8. Termination

Either party may terminate this Addendum upon thirty (30) days' written notice. Upon termination, Everflow will complete any in-progress payout cycles and return any unprocessed funds held through Everflow Pay to Customer within a commercially reasonable time. Termination of this Addendum does not terminate Customer's access to the Everflow platform or other services under the Agreement.

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9. Precedence

In the event of a conflict between this Addendum and the Everflow Fintech Terms or the Marketplace Terms, this Addendum governs solely with respect to the Managed Payments service. All other terms of the Agreement remain in full force.

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10. Retroactive Ratification

By enrolling in or continuing to use the Managed Payments service on or after the effective date of this Addendum, Customer acknowledges and agrees that:

(a) Everflow has performed payment operations on Customer's behalf prior to the effective date of this Addendum, including but not limited to executing payouts to Partners, generating invoices, collecting Partner banking and tax information (where Everflow Pay was used), and providing payment support ("Prior Managed Payments Activity");

(b) Customer hereby ratifies, confirms, and approves all Prior Managed Payments Activity performed by Everflow on Customer's behalf, and agrees that all such activity was authorized and conducted with Customer's knowledge and consent;

(c) The terms of this Addendum apply to all Prior Managed Payments Activity to the fullest extent permitted by applicable law, as though this Addendum had been in effect at the time such activity was performed; and

(d) Customer waives any claim against Everflow arising from Prior Managed Payments Activity to the extent such claim is based solely on the absence of a written agreement governing that activity at the time it was performed.

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