Platform Terms of Service

Last Updated: January 15, 2026

This Managed Payment Facilitation Platform and Integration Agreement (“Agreement”) is made by and between DBD Ventures, LLC, dba Forward (“Forward”) and the business (including sole proprietors) signing up for the Platform and Forward Services, as listed on the accompanying application or registration form (“Partner” or “you”).

1. Definitions

Capitalized terms used but not otherwise defined in this Agreement will have the following meanings:

“Effective Date” means the date that Partner accepts this Agreement.

“Fee Schedule” means the Service and Fee Schedule agreed to between Partner and Forward that is incorporated into and made part of this Agreement.

“Fees” means the amounts due by Partner to Forward under this Agreement for the Forward Services, as detailed on the Fee Schedule.

“Forward Services” means the PFAC-as-a-Service services identified on the Fee Schedule provided by Forward (or its Service Providers) to Partner through the Platform pursuant to this Agreement, and, if applicable, the payment processing and related services provided by Forward (or its Service Providers) to Merchants referred by Partner pursuant to a Merchant Agreement.

“Merchant” means a merchant or other customer of Partner (other than an Excluded Merchant or Prohibited Merchant) who is boarded on the Platform or otherwise referred to Forward by Partner pursuant to this Agreement and who has entered into either a Merchant Agreement or a Partner Merchant Agreement for payment processing services.

“Merchant Agreement” means a contract between a Merchant and Forward for the provision of payment processing and related services.

“Merchant Losses” means any and all losses and liabilities arising under a Merchant Agreement or Partner Merchant Agreement including without limitation Merchant fraud, chargebacks, unpaid fees, bankruptcy, data and security breaches, unauthorized use of a Merchant’s credentials or other credential fraud, and any Payment Network assessments, fines, or penalties attributable to a Merchant or its processing activity.

“Partner Merchant Agreement” means a contract between a Merchant and Partner under which Partner and/or Partner’s service providers provide payment processing and related services to the Merchant.

“Partner Products” means any hardware, software, or service-based product or offering of Partner which is integrated with or accesses the Forward Services pursuant to this Agreement.

“Payment Networks” means Visa, Inc., Mastercard Incorporated, Discover Financial Services, American Express Company, debit networks, the National Automated Clearing House Association (Nacha), and any other applicable payment network or association through which Forward may process payment transactions for Merchants.

“Platform” means the technology platform that Forward makes available to Partner through which Partner can access and use the Forward Services. The Platform includes but is not limited to any related websites, applications, systems, networks, APIs, documentation, tools, and technology hosted by Forward and/or provided to Partner in connection with the Forward Services.

“Prohibited Merchant” means a business (or sole proprietor) that: (i) is prohibited from using the Forward Services by the Payment Networks, (ii) appears on the U.S. Department of the Treasury, Office of Foreign Assets Control, Specially Designated Nationals List, (iii) is less than 18 years of age; (iv) has been terminated by cause by Forward or another payment processor or sponsor bank, (v) is not both domiciled and resident in the United States, (vi) otherwise engaged in illegal or fraudulent conduct.

“Representative” means the individual executing this Agreement and submitting relevant information on behalf of Partner.

“Rules” means all applicable rules, regulations, requirements, and standards of the Payment Networks, sponsor banks, industry regulators, and Forward, as amended from time to time. Without limiting the foregoing, the Rules include those rules and guidelines promulgated by Nacha and those standards promulgated by the PCI Security Standards Council, LLC from time to time.

“Service Providers” means Forward’s third-party service providers that it uses in connection with processing payment transactions for Merchants, including payment processors and sponsoring financial institutions which are registered with the Payment Networks to provide such services.

“Service Provider Guidelines” means those requirements, standards, guidelines, and other expectations established by Service Providers that apply to the Forward Services, as the same may be modified, supplemented, or replaced from time to time by the respective Service Providers.

“Service Schedule” means the services elected to be received by Partner as provided in the Service and Fee Schedule agreed to between Partner and Forward that is made part of this Agreement.

2. Forward Services

2.1 Provision of Services

Forward, in conjunction with one or more Service Providers, is the provider of the Forward Services as set forth in the Service and Fee Schedule to Partner and the Merchants, if applicable, in accordance with the terms and conditions set forth in such Service Schedule, this Agreement, and the Merchant Agreement, if applicable.

2.2 Forward Services for Payment Facilitators

If Partner has its own bank sponsorship and is registered with the Payment Networks as a payment facilitator, the Forward Services will not include any services provided by the sponsor bank or processor, such as authorization, clearing, and settlement.

2.3 Integration

Subject to Partner’s compliance with this Agreement, Forward grants Partner a non-exclusive, non-transferable, non-sublicensable, limited right to integrate the Forward Services with its Partner Products during the Term, solely for the purpose of enabling Merchants within the United States to access and use the Forward Services through their use of the Partner Products.

2.4 Data Sharing

To the extent applicable, Partner represents that it has obtained all required consents from Merchants to share Merchant information and data with Forward and that such consent covers Forward’s sharing of such information with the Service Providers in connection with the provision of the Forward Services.

2.5 Service Providers and Financial Institution Partners

Licenses granted under this Agreement and the provision and availability of the Forward Services will be subject to any applicable Service Provider Guidelines.

2.6 Merchant Solicitation

Unless Partner has its own bank sponsorship and is a registered with the Payment Networks as a payment facilitator:

2.6.1 Partner will refer its customers to Forward for the Forward Services pursuant to a Merchant Agreement.

2.6.2 Forward will review prospective Merchants submitted by Partner to receive payment processing and related services and may accept or reject a prospective Merchant in its sole discretion.

2.7 Merchant Agreements

Partner acknowledges that any Merchant’s use of the Forward Services requires such Merchant to have either a Merchant Agreement or, where permissible, a Partner Merchant Agreement.

2.8 Registration; Partner Merchant Agreements

If Partner is or becomes a registered payment facilitator, then, upon Partner’s written request, Forward will assign the Merchant Agreements to Partner, subject to the execution of an assignment and assumption agreement acceptable to Forward and its sponsor financial institution.

2.9 Merchant Portability.

Partner may elect to migrate Merchants to an alternative payment service provider (a “Program Transfer”). Merchants involved in a Program Transfer shall be permitted to terminate or assign their Merchant Agreements upon notice to Forward and without incurring any otherwise applicable early termination fee.

2.10 Partner Conduct

Partner will: (a) perform its obligations under this Agreement in compliance with applicable law and Rules; (b) avoid deceptive, misleading, abusive, and unethical practices and marketing material;

2.11 Partner Personnel

Partner will ensure that all its employees, contractors, agents, and any other authorized person performing any obligation in connection with this Agreement or the Forward Services are properly qualified and experienced.

2.12 Diligence Information

Partner will ensure that all information and data provided to Forward about or related to Partner or any Merchant is accurate, complete, and not misleading.

2.13 Background and Credit Checks

Partner agrees that Forward and its service providers may, from time to time, obtain background checks, credit reports, and other consumer reports from one or more reporting agencies for Partner and all beneficial owners of Partner.

3. Payments

3.1 One-Time Fees

All one-time fees on the Fee Schedule are due on the Effective Date.

3.2 Fees; Residual

In connection with Merchants that are party to a Merchant Agreement, Forward will remit to Partner on a monthly basis the residual net processing revenue, minus the Fees charged to Partner.

3.3 ACH Authorization and Payment Terms

Partner authorizes Forward to initiate ACH credits and debits to and from Partner’s depository bank account as designated by Partner in writing for all payments and amounts due under this Agreement.

3.4 Disputes; Overpayments

If Partner disputes any Fee or Residual payment, it must notify Forward in writing of the dispute within thirty (30) days of the applicable statement date.

3.5 Reserve

Partner acknowledges that Forward may determine that Partner is obligated to fund a reserve account to secure the payment of amounts due or reasonably anticipated to become due hereunder, including Fees and/or Merchant Losses.

4. Intellectual Property

4.1 Ownership

As between Forward and Partner, all right, title, and interest in and to the Platform and the Forward Services are owned exclusively by Forward.

4.2 Restrictions

Partner agrees that it will not (and will not permit or enable Merchants or any other person to): (a) use the Platform or Forward Services in any manner other than as expressly permitted under this Agreement;

4.3 Third-Party Content

The Platform and/or Forward Services may operate in conjunction with or be provided through software, hardware, or services provided by third parties.

4.4 Trademarks

Partner shall comply with all standards with respect to the Forward’s name, logo, and trademarks.

4.5 Partner Materials

Partner represents and warrants to Forward that for all intellectual property and other materials that Partner uses in conjunction with the Platform or Forward Services, Partner has all right, title, and interest in, or valid license to use, all such materials.

5. Compliance

5.1 Legal Compliance

Partner will comply with all Rules, applicable laws, security standards, and Forward’s security protocols, policies, notices, and safeguards, as they may be updated from time to time.

5.2 Data Security

Each of Forward and Partner shall ensure the security of data accessed, stored on, or sent through such party’s networks and servers.

5.3 Audits

Each party shall reasonably cooperate with the audit, inspection, and document requests of the other to the extent necessary to comply with the Rules and applicable law.

6. Confidentiality

6.1 Confidential Information

Each party agrees to keep in strict confidence all information disclosed by one party to the other party.

6.2 Permitted Disclosures

Recipient may disclose Confidential Information if required to do so by the Rules, law, regulation, subpoena, court order, or governmental or regulatory authority.

6.3 Remedies

Each party acknowledges that any breach of this Section would result in irreparable harm to the other party.

7. Warranties; Liability

7.1 Mutual Warranties

Each party represents and warrants to the other that it is: (a) properly registered, validly existing, and in good standing under the laws of the state where its principal office is located; (b) it has full authority and corporate power to execute this Agreement and perform its obligations.

7.2 DISCLAIMER

EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7, THE PLATFORM AND THE FORWARD SERVICES ARE OFFERED SOLELY “AS IS” AND FORWARD DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES.

7.3 LIMITATIONS OF LIABILITY

OTHER THAN AS PROVIDED IN SECTIONS 7.4 AND 8, IN NO EVENT WILL EITHER PARTY OR ITS THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

7.4 Merchant Losses

Partner is directly liable for the value of any Merchant Losses in an amount reasonably proportional to Partner’s economic split.

8. Indemnification

8.1 Partner Indemnification

Partner agrees to indemnify, defend, and hold harmless Forward, its employees, directors, officers, agents, and vendors from and against any loss, liability, damage, penalty, or expense.

8.2 Forward Indemnification

Forward agrees to indemnify, defend, and hold harmless Partner, its employees, directors, officers, agents, and vendors from and against any loss, liability, damage, penalty, or expense.

9. Term and Termination

9.1 Term

This Agreement is effective on the Effective Date, will remain in effect for a period of two (2) years, and will thereafter automatically renew for successive two (2)-year periods unless terminated earlier.

9.2 Termination by Forward

Forward may terminate this Agreement or any Forward Services provided under this Agreement, if: (a) a Payment Network or Forward’s sponsor institution prohibits Forward from providing the Forward Services;

9.3 Termination by Partner

Partner may terminate this Agreement if: (a) a Payment Network or Forward’s sponsor institution prohibits Forward from providing the Forward Services.

9.4 Effect of Termination

Upon termination of this Agreement, Partner will return to Forward all equipment, literature, documentation, materials, and Confidential Information of or received from Forward.

10. Arbitration Agreement

10.1 Disputes

If a dispute arises and cannot be resolved informally, the affected party will be required to arbitrate that dispute.

10.2 Arbitration Procedures

A single arbitrator will resolve the dispute.

10.3 Individual Claims Only

All parties to an arbitration must be individually named.

10.4 Location

The arbitration will take place in Travis County, Texas.

10.5 Arbitration Costs

Each party shall pay its own costs and expenses associated with any arbitration.

10.6 Severability

If any other clause in this arbitration provision is found to be illegal or unenforceable, that clause will be severed.

11. General

11.1 Entire Agreement; Amendment

This Agreement sets forth the entire understanding of the parties.

11.2 Governing Law; Jury and Class Action Waiver

Unless otherwise stated, the Agreement will be governed by the laws of the state of Texas.

11.3 Remedies

The remedies provided in this Agreement are cumulative and not exclusive.

11.4 Assignment

Partner may not transfer, sell, or otherwise assign or delegate any of its rights or obligations under this Agreement, either directly or by operation of law.

11.5 Waivers

No failure or delay on the part of any party in exercising any right under this Agreement will operate as a waiver of that right.

11.6 Severability

If any provision of this Agreement is deemed illegal, invalid, or unenforceable, the invalidity of such provision will not affect any of the remaining provisions.

11.7 Force Majeure

Forward will not be liable to Partner for any failure or delay in its performance of this Agreement if such failure or delay arises out of causes beyond the control of Forward.

11.8 Relationship of the Parties

The parties are independent contractors and will not be considered agents.

11.9 Notices

All notices, requests, demands and other communications

11.10 Construction

The headings used in this Agreement are inserted for convenience only.

11.11 Counterparts

This Agreement may be executed in one or more counterparts.