Payment Processing Addendum

Effective Date: 2026-11-01

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Discovery Pay Sub-Merchant Addendum

This Discovery Pay Sub-Merchant Addendum (“Addendum”) is an agreement between DSQ Technology, LLC (“DSQ,” "we," "us," "our") and the business that enables Discovery Pay (“Customer,” “you,” “your”).

DSQ provides Discovery Pay and is payment facilitator for Discovery Pay under its agreement with Adyen N.V., and holds your payment services relationship.

This Addendum supplements and incorporates by reference the Terms of Service under which you subscribe to the Discovery platform (“Terms of Service”). It applies only to Discovery Pay, and it controls over the Terms of Service on any Discovery Pay matter. Your use of Discovery Pay is also subject to the Privacy Policy and to the Processor Terms you accept during onboarding.

You accept this Addendum by checking the acceptance box when you enable Discovery Pay. If you accept on behalf of a company, you confirm that you have authority to bind it. If you do not agree, do not enable Discovery Pay.

1. Scope

1. This Addendum governs Discovery Pay only. Your software subscription remains governed by the Terms of Service.
2. DSQ operates the platform and provides payment facilitation through the Payment Processor.
3. This Addendum controls over the Terms of Service on any Discovery Pay matter.
4. This Addendum creates no rights in any End Customer.

2. Definitions

1. Discovery Pay - payment acceptance and settlement through the DSQ Discovery platform.
2. Payment Processor - Adyen N.V., or another processor DSQ designates on notice.
3. Processor Terms - the Adyen for Platforms Terms and Conditions and the Adyen Prohibited and Restricted Products and Services List.
4. End Customer - a person or entity that buys waste services from you.
5. Transaction - a payment, authorization, capture, refund or reversal submitted through Discovery Pay.
6. Chargeback - a Transaction reversed, disputed or charged back by a cardholder, an issuer or the Payment Processor, plus any related fine, penalty, assessment or fee.
7. Network Rules - the operating rules of the applicable card networks and any applicable ACH rules.
8. Settlement Funds - amounts payable to you from Transactions, net of amounts withheld or owed under this Addendum.
9. Reserve - settlement of your funds delayed by the Payment Processor at DSQ’s direction under Section 12.

3. What Discovery Pay is not

DSQ licenses the Discovery software and facilitates payments. DSQ does not provide waste collection, transportation, disposal, recycling or hauling. You are the sole provider of services to your End Customers and the merchant of record for your Transactions — the business the cardholder is paying — and you set your prices, schedules, service terms and refund policy. DSQ is not a party to any contract between you and an End Customer, or responsible for your services.

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4. Your sub-merchant status; processor terms

1. You are a sub-merchant under DSQ’s payment facilitation relationship with the Payment Processor.
2. By completing onboarding you enter into a direct contractual relationship with Adyen N.V. and accept the Processor Terms, which are presented with direct links during onboarding and incorporated by reference. The Processor Terms control on conflict.
3. You will comply with the Network Rules and the Processor Terms. The card networks may enforce your obligations under this Section and require termination of your ability to accept payments.
4. Discovery Pay is available only to customers established in the United States or Canada.
5. DSQ may change the Payment Processor on notice. You will accept the replacement processor’s terms to continue using Discovery Pay.
6. You appoint DSQ as your authorized representative to the Payment Processor for Discovery Pay. DSQ may, on your behalf, set up and change your account and fraud settings, access your transaction and account data, handle support matters with the Payment Processor, and request features or products for your account. DSQ will act only within the permissions you grant in this Addendum and through the platform.

5. Onboarding and screening

1. Before enablement and on request, you will provide your legal entity name and address, taxpayer identification number, each beneficial owner of 25% or more, a controlling principal, and the bank account for Settlement Funds.
2. You authorize DSQ and the Payment Processor to verify that information and to run identity, credit, sanctions and anti-money-laundering screening on you and your principals, at onboarding and on an ongoing basis.
3. You will notify DSQ within ten (10) days of any change to that information.
4. DSQ or the Payment Processor may decline or suspend Discovery Pay if information is missing or unverifiable or screening is adverse. Approval is at the Payment Processor’s discretion.
5. The Payment Processor applies verification tiers based on your cumulative processing volume. If you reach a tier without providing and passing the required verification, settlement to you stops until you do. If the information is not provided within thirty (30) days your account is suspended, and if it is still outstanding forty-two (42) days after suspension the Payment Processor closes the account and automatically refunds all unsettled Transactions to the cardholders who made them.
6. You represent that all information you provide under this Section 5 is true, accurate and complete. You will indemnify DSQ against any loss, fine, penalty or cost arising from false, inaccurate or incomplete information you provide.

6. Your representations

On each Transaction, you represent that (a) the person accepting this Addendum can bind you; (b) the Transaction is for waste services you have provided or will provide to the End Customer; (c) it is not a cash advance, a pre-existing debt, or a prohibited or restricted business under the Network Rules or the Processor Terms; and (d) you will not process payments for any other person or business. Your authorization to accept a payment method is personal to you and may not be resold or shared.

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7. Settlement

1. The Payment Processor receives funds from the card networks and settles them directly to your designated bank account, after withholding the fees payable to DSQ under Section 8 and any refunds and Chargebacks on your Transactions. DSQ does not take possession of those funds.
2. Settlement runs on your instructions. You authorize DSQ to submit your settlement instructions to the Payment Processor on your behalf through the platform, and to instruct the Payment Processor to withhold the fees payable to DSQ under Section 8 and any refunds and Chargebacks on your Transactions from your funds before they are settled to you. Other amounts you owe are collected under Sections 8.2 and 10.2.
3. Settlement runs Monday through Friday, excluding banking holidays. The Payment Processor may delay or withhold settlement where fraud, unauthorized use, a Network Rules violation, or unusual or high-risk activity is suspected, and DSQ may decline to submit settlement instructions in those circumstances.
4. No interest is paid on funds held before settlement or on a Reserve.

8. Fees

1. You will pay the fees presented to you when Discovery Pay is enabled, including any transaction, chargeback, retrieval, returned-payment or instant-payout fees shown there.
2. Fees are withheld from your settlement by the Payment Processor. If your settlement is insufficient you will pay on demand, and you authorize DSQ to debit your designated bank account.
3. DSQ may change fees on thirty (30) days’ notice.

9. Your refund policy

1. You will maintain, publish at your own point of sale, and disclose to each End Customer before purchase your own refund and cancellation policy, in the form the Network Rules require, and you will honor it.
2. You fund your own refunds. Section 8.2 applies if Settlement Funds are insufficient.
3. DSQ does not set your refund policy or resolve service disputes with your End Customers.

10. Chargebacks

1. You are liable for every Chargeback on your Transactions, including related fines, penalties, assessments and fees, regardless of the reason given and whether you performed the service.
2. DSQ may recover amounts you owe by instructing the Payment Processor to withhold Chargebacks and related fees from your settlement under Section 7.2, applying the Reserve, debiting your designated bank account, charging your payment method on file, or requiring immediate payment. You will keep your Discovery Pay balance non-negative and pay any negative balance on demand.
3. You will provide requested dispute documentation within five (5) business days, or by any earlier deadline DSQ sets to meet a Network Rules timeline. You bear the loss on any dispute you do not timely support.
4. If your Chargeback ratio exceeds the applicable Network Rules threshold, DSQ may impose or increase a Reserve, require additional fraud controls, suspend Discovery Pay, or terminate this Addendum.
5. If DSQ, the Payment Processor or a card network investigates a possible Network Rules violation, fine or suspicious activity involving your Transactions, you will cooperate promptly, provide the records and information requested, and take the steps needed to remedy the violation.

11. Fraud

1. Except as provided in Section 11.4, you are liable for losses from fraudulent, unauthorized or stolen-instrument Transactions.
2. DSQ configures and maintains the fraud screening applied to your Transactions through the Payment Processor (the “Required Fraud Controls”). You will not ask for them to be relaxed or bypassed, and will not take card details outside Discovery Pay.
3. On each card-not-present Transaction — any order taken by phone or online, where the card is not physically present — you will keep records showing that the services were provided, such as the invoice, service confirmation or work order, the service location and date, and any delivery or completion confirmation from you or your vendor. You will keep these records for at least eighteen (18) months after the Transaction and provide them on request under Section 10.3.
4. If a Chargeback on your Transaction is reversed in your favor, or the Payment Processor or a card network otherwise returns or credits an amount for a Chargeback or fraud loss on your Transaction, that amount will be settled to you through the Payment Processor. You receive only amounts the Payment Processor or the card network actually returns or credits, and DSQ is not responsible for any amount they do not return. Fees that are not refunded are not returned to you.
5. DSQ may instruct the Payment Processor to apply any amount under Section 11.4 against amounts you then owe under this Addendum. Section 11.4 does not apply where you or your personnel or contractors took part in the fraud.

12. Reserves

1. DSQ may establish, increase or maintain a Reserve — a rolling percentage of volume, a fixed amount, or both — where warranted by your Chargeback ratio, dispute volume, refund rate, service lead times or financial condition, or by a Network Rules or Payment Processor requirement.
2. DSQ will not take possession of your funds. DSQ maintains a Reserve only by having the Payment Processor delay settlement of your funds, within the period the Payment Processor permits. Amounts you owe beyond the Reserve are collected under Section 10.2.
3. DSQ will notify you when it establishes or increases a Reserve and will release it when no longer warranted, and in any event when the period the Payment Processor permits for delaying settlement ends, less amounts applied.

13. Card data and Privacy

1. You will comply with PCI DSS as applicable to you and complete the applicable PCI self-assessment questionnaire each year on request.
2. You will not store or record outside Discovery Pay any full card number, card security code, magnetic-stripe data or PIN, and will submit Transactions only through the interfaces DSQ makes available.
3. Your End Customer data is yours. DSQ and the Payment Processor use it only to provide Discovery Pay and to meet Network Rules and legal obligations, as described in the Privacy Policy. DSQ does not sell End Customer data.
4. You will notify DSQ in writing within twenty-four (24) hours of any actual or suspected compromise of payment data or your Discovery Pay credentials.

14. Tax

1. You will provide a completed IRS Form W-9 before enablement and on request.
2. DSQ or the Payment Processor may be required to report your payment volume to the IRS on Form 1099-K, and you authorize them to file it.
3. You are responsible for taxes on your own sales.

15. Suspension and Termination

1. You or DSQ may terminate this Addendum on thirty (30) days’ notice.
2. DSQ may suspend or terminate Discovery Pay immediately for suspected fraud, a Network Rules or Processor Terms violation, adverse screening, an excessive Chargeback ratio, non-payment, or material breach. The Payment Processor may terminate your payment services independently.
3. Terminating this Addendum does not terminate your software subscription. Terminating your subscription terminates this Addendum.
4. Sections 5.6, 10, 11, 12, 13, 14, 16 and 18 and your payment obligations survive termination. DSQ may maintain a Reserve under Section 12 after termination.

16. Indemnity; Liability

1. You will indemnify, defend and hold harmless DSQ and its officers, directors, employees and affiliates against all losses, claims, damages, fines, penalties, costs and reasonable attorneys’ fees arising from your services or dealings with End Customers, your Transactions, Chargebacks and fraud losses, your refund policy, your breach of this Addendum or the Network Rules or the Processor Terms, your End Customer data, and any card network fine caused by your acts or omissions.
2. Your obligations to pay fees, Chargebacks, fraud losses, Reserve amounts and indemnified amounts are not subject to any limitation of liability in the Terms of Service. That limitation otherwise applies.

17. Acceptance; Changes

1. You accept this Addendum and the Processor Terms by checking the acceptance box when Discovery Pay is enabled, after an opportunity to review each through the links presented. DSQ will keep a dated record of each acceptance and the version accepted, available to the Payment Processor on request.
2. DSQ may change this Addendum on thirty (30) days’ notice. Continued use after the effective date is acceptance. You may stop using Discovery Pay before that date without affecting your software subscription.

18. Governing Law

The governing law and dispute resolution provisions of the Terms of Service apply and are incorporated by reference. This does not affect the Processor Terms as between you and the Payment Processor.

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