T&C DRAFT - NOT FINAL

MOBILE APP/WEBSITE TERMS OF USE

These terms of use (“Terms of Use”) shall govern all current and future online and mobile websites, platforms, services, applications and/or networks owned or operated by Deb Inc. a subsidiary of Deb Holdings, Inc (“Deb”) dba Pay With Deb, including without limitation, Deb apps or website (the “Site” or “Sites”). Some of the key terms and conditions are summarized below, but please take the time to read the full Terms of Use. You accept and agree to be bound by these Terms of Use when you use any of the Sites, without limitation, when you view or access content or videos on any of the Sites.

Sections 8, 9, & 10 Governing law, Agreement to Arbitrate and Class Action Waiver. To help streamline the resolution of disputes, claims, and controversies under these updated Terms of Use, as set forth in more detail below, you now agree that both you and Deb Inc, including its present and future subsidiaries, parent companies, officers, directors and shareholders (collectively, “Deb”) will be obligated to arbitrate disputes, claims, and controversies that arise out of or relate to your use of the Sites and/or the provision of content, services, and/or technology on or through the Sites, and that any such proceedings will be conducted only on an individual basis (and not as a class action), and under Florida law.

IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS-ACTION RIGHTS AS DETAILED IN SECTIONS 11 and 12.

1. General Terms

(A) Governing Terms

These Terms of Use, along with any additional terms and conditions that are referenced herein or that are presented elsewhere on the Site in relation to a specific service or feature (collectively, “Terms of Use”) and the Deb Privacy Policy, set forth the terms and conditions that apply to your use of the Site. By using the Site, you agree to comply with all of the terms and conditions hereof. If you do not agree to these Terms of Use, you should not access or use the Site.

(B) Changes to Terms of Use

Deb may modify the Terms of Use, or any part thereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Site after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.

Deb may change or discontinue any aspect, service or feature of the Site at any time, including, but not limited to, content, hours of availability, and equipment needed for access or use.

(D) Registration

You may be given the opportunity to register via an online registration form to create a user account (“Your Account”) that may allow you to receive information from Deb and/or to participate in certain features on the Site. Deb will use the information you provide in accordance with the Deb Privacy Policy. By registering you represent and warrant that all information that you provide on the registration form is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information on the Site so that it remains current, complete and accurate. During the registration process, you may be required to choose a password and/or user name. You acknowledge and agree that Deb may rely on this password or user name to identify you. You shall be responsible for protecting the confidentiality of your user name(s) or password(s), if any. You are responsible for all use of Your Membership Account, regardless of whether you authorized such access or use, and for ensuring that all use of Your Membership Account complies fully with the provisions of these Terms of Use.

(E) Equipment

You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Site and all charges related to the same.

2. Copyright Ownership

The Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are copyrighted as a collective work under the United States copyright laws. Deb owns the copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Deb and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

3. Advertisements and Promotions

Deb may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Deb, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Deb is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.

4. Disclaimer of Warranty; Limitation of Liability

(A) YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER DEB, ITS PARENT, SUBSIDIARIES, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE.

(B) THE SITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE.

(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL Deb, OR ITS PRESENT OR FUTURE PARENTS OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE SITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE SITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE SITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF Deb OR ITS PRESENT OR FUTURE PARENTS OR AFFILIATED COMPANIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT DEB AND/OR ITS PRESENT OR FUTURE PARENTS AND AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITES OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(D) Deb disclaims any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Site, you acknowledge and agree to Deb disclaimer of any such liability. If you do not agree, you should not access or use the Site.

5. Indemnification

You agree to defend, indemnify and hold harmless Deb, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Site by you or your Membership Account. Deb reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide Deb with such cooperation as is reasonably requested by Deb.

6. Termination

Deb may terminate or suspend these Terms of Use at any time without notice to you. Without limiting the foregoing, Deb shall have the right to immediately terminate Your Membership Account in the event of any conduct by you which Deb, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of these Terms of Use. The provisions of Sections 1 – 8 shall survive termination of these Terms of Use.

7. Trademarks

Deb, its parent, subsidiaries and affiliates, own all rights to their logos and trademarks used in connection with the Site. All other logos and trademarks appearing on the Site are the property of their respective owners.

8. Governing Law

The content, data, video, and all other material and features on the Site are presented for the purpose of providing entertainment, news and/or information and/or promoting programs, films, music, games, and other products and/or services that are or may become available in the United States, its territories, possessions, and protectorates.

Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Sites, and/or the provision of content, services, and/or technology on or through the Sites shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Florida applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws’ provisions.

9. Disputes/Arbitration

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Deb and you agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

In the event of a dispute, claim, or controversy arising out of or in connection with your access to, and/or use of the Site, and/or the provision of content, services, and/or technology on or through the Site, Deb or you must give the other notice of the dispute, claim, or controversy which notice will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested. You must send any such notice to Deb email to legal@paywithdeb.com AND by U.S. Mail to Copyright Agent, Deb Inc. 1001 Yamato Road, Suite 100, Boca Raton, FL 33431 To the extent that Deb has your contact information, it will send any such notice to you by U.S. Mail, or otherwise to your email address. Deb and you will attempt to resolve any dispute, claim, or controversy through informal negotiation within thirty (30) days from the date that any notice of dispute, claim, or controversy is sent. Deb and you shall use reasonable, good faith, efforts to settle any dispute, claim, or controversy through consultation and good faith negotiations. After 30 days, Deb or you may resort to the other alternatives described in this Section. Notwithstanding the foregoing, the notice and 30-day negotiation period required by this paragraph shall not apply, however, to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Sites.

Except as otherwise specifically set forth below, any dispute, claim, or controversy of any kind between Deb and you arising under these Terms of Use or in connection with your access to, and/or use of the Site, and/or the provision of content, services, and/or technology on or through the Site, if unresolved through informal discussions within thirty (30) days of receipt of notice, shall be resolved by binding arbitration to be held in the state in which you reside. Notwithstanding the foregoing, disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Site shall not be subject to arbitration.

For residents outside the United States, arbitration shall be initiated in Miami, FL, and Deb and you agree to submit to the personal jurisdiction of any state or federal court in Miami, FL to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

The arbitration shall be conducted by a single arbitrator, governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and administered by the AAA. The AAA Rules and fee information are available at “www.adr.org”.

Deb shall bear the cost of any arbitration filing fees and arbitration fees for claims of up to $75,000 unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, but not limited to attorney’s fees and expert witness costs unless Deb is otherwise specifically required to pay such fees under applicable law. For claims that total more than $75,000, the AAA Rules will govern payment of filing fees and arbitration fees. The decision of the arbitrator will be in writing and binding and conclusive on Deb and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Deb and you agree that dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration. The arbitrator must follow these Terms of Use and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. Deb and you understand that absent this mandatory arbitration provision, Deb and you would have the right to sue in court and have a jury trial. Deb and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the AAA Rules.

You may choose to pursue your claim in small claims court where jurisdiction and venue over Deb and you otherwise qualify for such small claims court and where your claim does not include a request for any type of equitable relief.

You have the right to opt-out and not be bound by these arbitration provisions by sending written notice of your decision to opt-out to the following Email address legal@paywithdeb.com AND by U.S. Mail to Copyright Agent, Deb Inc. 1001 Yamato Road, Suite 100, Boca Raton, FL 33431. The notice must be sent within the later of 30 days of your first use of the Site or within 30 days of changes to this section being announced on the Site, otherwise you shall be bound to arbitrate any disputes, claims, or controversies in accordance with the terms of these paragraphs. If you opt-out of these arbitration provisions, Deb also will not be bound by them. If you do not affirmatively elect to opt out as described above, your use of the Site will be deemed to be your irrevocable acceptance of these Terms of Use and any changes/updates to this section or otherwise.

If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. In the event some or all of these arbitration provisions are determined to be unenforceable for any reason, or if a claim, dispute or controversy is brought that is found by a court to be excluded from the scope of these arbitration provisions, Deb and you agree to waive, to the fullest extent allowed by law, any trial by jury.

The terms of these arbitration provisions will also apply to any claims asserted by you against any present or future parent or affiliated company of Deb to the extent that any such claims arise out of your access to, and/or use of the Site, and/or the provision of content, services, and/or technology on or through the Site.

10. Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Deb and you agree that Deb and you will resolve any disputes, claims or controversies on an individual basis and that any claims brought under these Terms of Use in connection with the Site will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. Deb and you further agree that Deb and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third-party arising under these Terms of Use or in connection with the Site.

If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in federal court located in Miami, FL

The terms of this provision will also apply to any claims asserted by you against any parent or affiliated company of Deb to the extent that any such claims arise out of your access to, and/or use of the Site, and/or the provision of content, services, and/or technology on or through the Site.

11. Miscellaneous

These Terms of Use and any operating rules for the Site established by Deb constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Use are for the benefit of Deb, its parent, subsidiaries, other affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. If you access the Site from any location other than the United States, you accept full responsibility for compliance with all local laws. You are also subject to the United States Pay With Deb controls and are responsible for any violations of United States embargoes or other federal rules and regulations restricting Pay With Debrts. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms of Use will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.

Neither Deb nor you shall be liable for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, terrorism, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

12. Copyrights and Copyright Agent

Deb respects the rights of all copyright holders and in this regard, Deb has adopted and implemented a policy that provides for the termination in appropriate circumstances of users and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Deb or Pay With Deb’s Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

Information reasonably sufficient to permit us to contact the complaining party;

A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For copyright inquiries under the Digital Millennium Copyright Act please contact:

Deb Inc. Inc.

1001 Yamato Road, Suite 100,

Boca Raton, FL 33431

Phone: +1 (831)-232-9663

Email: legal@Debfinancialnetwork.com

For web posting, reprint, transcript or licensing requests for Deb material, please

contact legal@Debfinancialnetwork.com.

For any questions or requests other than copyright issues or licensing requests, please contact legal@Debfinancialnetwork.com

These Terms of Use were last updated on May 15, 2022