Merchant Terms of Service

LADDERPAY

Merchant Terms of Service

v1.4 — Revised October 2, 2026

These Merchant Terms of Service (“Agreement”) govern your use of the LadderPay platform and related services. By creating an account, completing onboarding, or originating a Retail Installment Contract through the platform, you (“Merchant,” “You,” or “Customer”) agree to be bound by these terms. “LadderPay” means Wurthy Services, LLC, a Delaware limited liability company, doing business as LadderPay.

1. Platform Description and Role of LadderPay

1.1 LadderPay provides a software-as-a-service platform that enables Merchants to originate, manage, and service retail installment contracts (“RICs”) with their end customers (“Buyers”). The platform includes contract generation, federal and state disclosure tooling, checkout workflow, electronic signature capture, payment processing coordination through third-party service providers, and recordkeeping support.

1.2 LadderPay is a software and workflow provider only. LadderPay does not originate credit, set credit terms, fund transactions, purchase or take assignment of RICs, guarantee payment, or bear the economic risk of Buyer nonpayment. LadderPay is not a party to any RIC originated through the platform. Each RIC includes a disclosure to the Buyer confirming LadderPay’s limited role as Platform Provider (RIC Master Template Section 12B).

1.3 The Merchant is the seller-creditor on each RIC. The Merchant controls all material terms of each RIC, including the cash price, time-price differential, payment schedule, and Buyer eligibility criteria. LadderPay provides standardized templates and compliance tooling but does not make credit decisions.

2. Merchant Obligations and Representations

2.1 Lawful Business. You represent and warrant that you are a lawfully organized and validly existing business entity, and that the services you offer to Buyers through the platform are lawful in each jurisdiction where you operate.

2.2 Seller-Creditor Status. You acknowledge that you are the creditor on each RIC you originate through the platform. You are responsible for all obligations of the seller-creditor under applicable state and federal law, including compliance with the Truth in Lending Act, Regulation Z, the FTC Holder Rule, and applicable state retail installment sales acts and consumer credit codes.

2.3 Accuracy of Information. You represent that all information you provide to LadderPay and to Buyers through the platform, including pricing, service descriptions, and disclosures, is accurate and complete.

2.4 Consumer-Purpose Verification. You will not use the platform to originate RICs for transactions that are primarily for business, commercial, agricultural, or investment purposes. You will rely on the platform’s consumer-purpose attestation and will not knowingly override or circumvent it.

2.5 Signature Authority. Each product listing you publish on the platform (a “Product”) is your standing offer to sell on the price, term, rate and down-payment terms you set for it. By publishing a Product, or by keeping a Product published after you accept this version of the Agreement, you authorize LadderPay, as your limited agent, to apply your electronic signature as Seller to each RIC issued under that Product to a Buyer approved within the terms in effect when the RIC is issued. This authorization continues for each Product until you archive it; archiving does not affect any RIC already signed. You sign individually any RIC whose terms you set or approve yourself, including when you approve a Buyer after a recommendation to decline, and your confirmation on the platform is your electronic signature as Seller on that RIC. LadderPay records each publication and confirmation. Applying your signature under this Section does not make LadderPay a party to any RIC and does not change Section 1.2 or Section 2.2.

3. State Compliance and Filing Attestation

3.1 State Filings and Registrations. Certain states require merchants that offer retail installment sales to complete seller-side filings, registrations, notifications, or other administrative requirements under the applicable retail installment sales act or consumer credit code. These are not lending licenses. They are administrative requirements imposed on sellers that extend credit to consumers for their own goods or services.

3.2 Merchant Attestation. By activating your account and originating RICs in any jurisdiction, you attest that you have completed, or are in the process of completing, all filings, registrations, notifications, or other administrative requirements applicable to your business in that jurisdiction as a retail installment seller. You agree to maintain such filings in good standing for so long as you originate RICs through the platform.

3.3 Platform Reliance. LadderPay relies on your attestation under Section 3.2 to determine your eligibility to originate RICs in each jurisdiction. LadderPay does not independently verify your state filings or registrations. You bear sole responsibility for identifying and completing the applicable requirements.

3.4 Notification of Changes. You will promptly notify LadderPay if: (a) any state filing, registration, or license applicable to your retail installment sales activity lapses, is revoked, or is denied; (b) you receive any regulatory inquiry, demand, or enforcement action related to your installment sales activity; or (c) you become aware of any change in state law that may affect your eligibility to originate RICs in a jurisdiction where you operate.

3.5 Blocked Jurisdictions. LadderPay may block RIC origination in certain jurisdictions based on its compliance analysis. You may not originate RICs in blocked jurisdictions, and any attempt to do so through misrepresentation of your business location will constitute a material breach of this Agreement. Jurisdiction is determined by the location of your business, not the location of the Buyer.

4. Fees

4.1 Platform Fee. In consideration for use of the LadderPay platform, you agree to pay LadderPay a LadderPay Fee as described in Exhibit A (Fee Schedule and Payment Terms) to this Agreement. Exhibit A sets out the fee calculation, payment terms, and related provisions.

4.2 No Buyer-Facing Fees. LadderPay does not impose any fees directly on Buyers. All platform economics are between LadderPay and the Merchant. The Buyer’s obligations under each RIC are limited to the cash price, time-price differential, and any charges expressly disclosed in the RIC (such as late fees or collection costs permitted by applicable law).

4.3 Payment Processing. Payments from Buyers are processed through LadderPay’s payment processing partners. LadderPay’s LadderPay Cut is deducted from Buyer payments before remittance to you, in the order and amounts described in Exhibit A. Payment processing costs are included in the LadderPay Fee; no separate processing fee is charged to you.

5. Servicing Authority and Limited Power of Attorney

5.1 Appointment. You appoint LadderPay as your limited agent for the purpose of servicing and administering RICs originated through the platform (each, a “Serviced RIC”). LadderPay’s servicing activities include processing payments, sending statements, issuing payment reminders and early-stage delinquency notices, and communicating with Buyers about account status. When an account becomes delinquent, LadderPay will engage a qualified third-party collection agency to pursue collection on your behalf as described in Section 5.2(e); LadderPay does not itself perform debt collection on delinquent accounts. This appointment is effective upon your acceptance of this Agreement and continues for the term of this Agreement, subject to the revocation provisions in Section 5.8.

5.2 Scope of Authority. LadderPay is authorized, on your behalf and in your name, to:

(a) Receive, process, and apply payments from Buyers under Serviced RICs, including initiating and administering recurring ACH debits and backup card charges pursuant to the Automatic Payment Authorization obtained from each Buyer at checkout (RIC Master Template Section 5A), processing returned or failed payments, and re-initiating debits in accordance with applicable NACHA Operating Rules and the authorization terms;

(b) Send payment reminders, account statements, and delinquency notices to Buyers;

(d) Negotiate payment modifications or restructured payment schedules with Buyers, subject to the limitations in Section 5.3;

(e) Engage qualified third-party collection agencies or attorneys to pursue collection of delinquent amounts, in compliance with applicable law;

(f) Report payment history and account status to consumer reporting agencies on your behalf, in compliance with the Fair Credit Reporting Act and applicable state law; and

(g) Take such other actions as are reasonably necessary to service and collect amounts due under Serviced RICs, consistent with this Agreement and applicable law.

5.3 Limitations. LadderPay will not, without your prior written consent:

(a) Initiate litigation or file suit against any Buyer;

(b) Accept any settlement for less than the full outstanding balance of a Serviced RIC;

(d) Modify the finance charge or time-price differential applicable to any Serviced RIC; or

(e) Assign, sell, or transfer any Serviced RIC or any rights therein to any third party.

5.4 Servicing Standard. LadderPay will service Serviced RICs in a commercially reasonable manner, consistent with applicable federal and state law, including the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, the Truth in Lending Act, and applicable state debt collection and consumer protection statutes.

5.5 Collection Costs. Where permitted by applicable law and by the terms of the applicable RIC, the third-party collection agency engaged under Section 5.2(e) may recover reasonable costs of collection from the Buyer, including attorney’s fees, collection agency fees, and court costs. Collection costs are obligations of the Buyer and do not reduce your economic interest in the RIC. Neither LadderPay nor the third-party agency will assess or recover collection costs in excess of the amounts permitted under applicable state law.

5.6 Reporting. LadderPay will provide you with reasonable access to servicing records, payment histories, and collection activity for your Serviced RICs through the platform.

5.7 Indemnification. LadderPay will indemnify you from claims arising out of LadderPay’s breach of this Section 5 or LadderPay’s failure to comply with applicable law in performing servicing activities. You will indemnify LadderPay from claims arising out of the origination of any RIC, the terms of any RIC, or your breach of this Agreement.

5.8 Revocation. You may revoke the authority granted in this Section 5 upon sixty (60) days’ prior written notice to LadderPay. Upon revocation, you assume responsibility for all servicing and collection on your RICs. Revocation does not affect collection actions already in progress, collection costs already assessed, or platform fees already earned.

5.9 Survival. Sections 5.5 (Collection Costs), 5.7 (Indemnification), and any accrued obligations survive termination or revocation.

6. Data and Privacy

6.1 For origination, administration and servicing of your RICs, you determine the purposes of processing Buyer personal information and LadderPay processes that information on your behalf as a service provider, subject to applicable law and its Privacy Policy. LadderPay will not treat an independent commercial use of personal information as servicing merely because this Agreement describes it. Any processing for the program in Section 6.3 must independently satisfy that Section's authority, privacy and source-permission conditions.

6.2 You are responsible for providing required privacy notices to Buyers and complying with applicable data protection laws in connection with your RICs. LadderPay is responsible for the notices, permissions and other obligations applicable to its own processing. Your acceptance or program election does not supply consent on behalf of a Buyer or waive a Buyer's rights. Where a specific Buyer authorization is required, it must be obtained before the affected processing begins.

6.3 Data Commercialization Program.

(a) Authorization and records. By accepting this Agreement you authorize the program described in this Section (your “Data Authorization”). The authorization forms part of this Agreement and covers the historical and future business, RIC, payment, servicing, bank-transaction and related financial records associated with the merchant account (the “Covered Records”), including records previously supplied or obtained for the same product under earlier branding, only where the rights and permissions in this Section allow. Records held for a separately contracted Wurthy product are not included solely because you use both products. Participation does not change your platform fees or any Buyer’s RIC, and carries no contribution payment, royalty, revenue share, discount or other compensation, except as required by law or expressly agreed in writing.

(b) Authority and timing. You grant only rights you hold or are authorized to grant. You authorize the processing described below beginning on the date you accept this version of the Agreement, or its effective date under Section 10.2 if later, for Covered Records already lawfully held at that time and for Covered Records lawfully obtained while the authorization remains active. This does not backdate permission or change the lawfulness of earlier conduct. Ordinary additions and refreshes within the authorized categories and purposes do not require another authorization, addendum or transaction-specific approval. A material expansion requires any specific authorization required by applicable law or the governing agreement. LadderPay records the account, sources, historical scope and accepted version internally; you need not execute a new addendum for each dataset or buyer.

(c) Qualifying outputs. “Deidentified Commercial Data” means outputs that meet applicable legal deidentification requirements and cannot reasonably identify, be linked to, or be used to infer information about a particular individual or household, and that do not identify you or a Buyer or permit their identity reasonably to be determined. Outputs may include individual or longitudinal records, statistics, financial summaries, labels, features, annotations and synthetic examples. Aggregation is not required if an output independently meets this definition. Removing names or replacing identifiers alone does not make an output qualify.

(d) License. Subject to this Section, you grant LadderPay a worldwide, nonexclusive license to access, reproduce, process, transform and combine Covered Records to prepare and validate Deidentified Commercial Data, and to retain, use, reproduce, adapt, combine, distribute, sell, license and sublicense qualifying outputs for lawful commercial, analytical, research, statistical, educational and development purposes. These purposes include financial research, benchmarking, retrieval systems, and developing, training, fine-tuning, evaluating, improving and commercializing artificial-intelligence and machine-learning models, including foundation models, and related products and services. LadderPay may exercise these rights for its own benefit and authorize affiliates, intermediaries, data distributors, researchers, AI developers and other commercial customers to do so. Within this scope, LadderPay may determine recipients, pricing, formats and commercial arrangements without further merchant approval, addendum or compensation, subject to paragraph (a). Permitted recipient rights may include commercial deployment and distribution of models, model weights and outputs only where they comply with this Section and applicable source restrictions.

(e) Protections and source conditions. External commercialization under this Section covers qualifying deidentified outputs, not identifiable source records. LadderPay will use reasonable measures against identification, maintain outputs in deidentified form, and require recipients and permitted downstream recipients to maintain those protections and not attempt reidentification, except controlled testing permitted by applicable law. LadderPay will not grant rights to reconstruct or disclose protected source information. Vendors preparing outputs may process identifiable records only under a lawful arrangement with appropriate confidentiality, security and purpose limits. This Section does not override privacy law, Buyer rights, financial-institution or source-provider terms, third-party ownership, restrictions on consumer reports or other restricted data, or unamended promises in another applicable agreement. In particular, neither your authorization nor deidentification supplies Plaid's, a credit provider's or another supplier's permission. LadderPay will begin the affected preparation only when the actual source use, original acquisition path, required notices, lawful processing basis, role arrangements and any required specific Buyer consent permit it. Otherwise the affected records or uses are excluded. An authorization with Wurthy Services, LLC does not by itself amend another entity's obligations or transfer its rights.

(f) Withdrawal and completed outputs. You may withdraw by writing to privacy@ladderpay.ai. Upon receipt, LadderPay will stop adding affected records and initiating new program preparation, and halt unfinished preparation without undue delay, except processing needed to implement withdrawal or comply with law. Ordinary authorized servicing may continue. Subject to applicable law, source permissions and any express written agreement, the commercial rights in qualifying outputs lawfully completed and validated before receipt of withdrawal remain perpetual and royalty-free, including continued use, combination with other authorized outputs and new licensing of those completed outputs. An unfinished job does not acquire continuing rights merely because it began earlier. Permitted recipient licenses and model uses may also continue within those limits. This paragraph does not preserve an unauthorized or unlawful use, extend retention of identifiable records, override mandatory deletion or remediation, or guarantee recall of every delivered copy or model unlearning.

(g) RIC separation. This Section does not sell, assign or change any RIC, payment obligation, servicing appointment, fee, rate, payment schedule, ACH authorization, dispute provision or other credit right. The assignment provisions of Section 10A and each RIC continue to govern transfers of RICs. A Buyer's data permission, where required, is separate from credit, payment, electronic-delivery and marketing consent.

7. Intellectual Property

7.1 LadderPay retains all rights in the platform, including all software, templates, tooling, and documentation. This Agreement grants you a limited, non-exclusive, non-transferable license to use the platform during the term of this Agreement for the purpose of originating and managing RICs.

7.2 You and the applicable rights-holders retain your respective rights in your business information, branding, Buyer information and RICs. You grant LadderPay a limited license to use your name, logo and business information as necessary to operate the platform and perform servicing activities on your behalf. The additional preparation and commercial-output rights in Section 6.3 apply subject to its conditions. They do not authorize disclosure of your name or logo in commercial datasets or imply your endorsement of a recipient.

8. Term and Termination

8.1 Term. This Agreement is effective upon your acceptance and continues until terminated by either party.

8.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days’ prior written notice.

8.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days after receiving written notice of the breach.

8.4 Effect of Termination. Upon termination: (a) you may not originate new RICs through the platform; (b) LadderPay’s servicing authority under Section 5 continues for outstanding Serviced RICs unless you revoke it under Section 5.8; (c) all accrued fees remain due; and (d) LadderPay will cooperate with the transition of servicing records if you assume servicing. Termination ends new processing for the program in Section 6.3 as a withdrawal would; its provisions concerning completed outputs, recipient protections and applicable restrictions survive to the extent stated there.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, LADDERPAY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LADDERPAY FEES PAID BY YOU TO LADDERPAY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

10. General Provisions

10.1 Entire Agreement. This Agreement, including Exhibit A (Fee Schedule and Payment Terms) and any other documents incorporated by reference, constitutes the entire agreement between the parties.

10.2 Amendments. LadderPay may amend this Agreement upon thirty (30) days’ notice to you. Your continued use of the platform after the effective date of the amendment constitutes acceptance. Routine activity within the scope of Section 6.3 needs no new addendum; a material expansion requires any specific authorization required by law or the applicable agreement.

10.3 Assignment of This Agreement. You may not assign this Agreement without LadderPay’s prior written consent. LadderPay may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Assignment of this Agreement does not by itself transfer any RICs; transfer of individual RICs is governed by Section 10A.

10.4 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

10.5 Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and delivered by email to the address on file for each party through the platform. Notices are deemed received when sent to the email address of record. Each party is responsible for keeping its email address current through the platform. If a party withdraws consent to electronic communication, notices shall be sent by U.S. mail to the most recent mailing address on file, deemed received three (3) business days after mailing.

10A. Assignment and Transfer of RICs

10A.1 Merchant’s Right to Assign. You may assign, sell, or transfer one or more Serviced RICs to a third party (an “Assignee”) with LadderPay’s prior written consent, which shall not be unreasonably withheld. You shall provide LadderPay with at least fifteen (15) days’ advance notice of any proposed assignment, together with information reasonably requested by LadderPay about the Assignee.

10A.2 Servicing Continuity. Unless otherwise agreed in writing, LadderPay’s servicing authority under Section 5 continues after any assignment. The Assignee takes the RIC subject to LadderPay’s existing servicing relationship and the Exhibit A fee waterfall. LadderPay will remit Net Remittances to the Assignee (or its designee) upon receiving written notice of the completed assignment and payment instructions.

10A.3 Fee Continuity. The LadderPay Fee associated with any assigned RIC remains in effect after assignment. LadderPay continues to deduct its LadderPay Cut from Buyer Payments in accordance with Exhibit A, regardless of the identity of the RIC holder. The Assignee receives Net Remittances on the same terms that would have applied to You.

10A.4 Buyer Obligations Unchanged. Assignment of a RIC does not alter the Buyer’s payment obligations, cure rights, or any other term of the RIC. Each RIC includes an assignment provision (RIC Master Template Section 12A) disclosing to the Buyer that the Seller may assign the RIC without Buyer consent.

10A.5 Bulk Transfer. In connection with a sale of Your business or a substantial portion of Your RIC portfolio, You and LadderPay will negotiate in good faith regarding transition of the servicing relationship, fee terms, and Assignee onboarding. LadderPay may condition its consent on the Assignee’s agreement to be bound by this Agreement, including Exhibit A (or substantially similar terms).

10B. Electronic Consent and Signatures

10B.1 E-SIGN Act and UETA. This Agreement and all documents incorporated by reference may be executed, accepted, and delivered by electronic means. Electronic signatures, whether by click-through acceptance, typed name, or other electronic method, have the same legal force and effect as handwritten signatures, pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted in the applicable jurisdiction.

10B.2 Electronic Communications. You consent to receive all notices, disclosures, statements, and other communications from LadderPay in electronic form, delivered to the email address on file through the platform. You confirm that You have the hardware and software necessary to access electronic communications and that Your email address is current and monitored.

10B.3 Consumer E-SIGN Consent. Each Buyer provides a separate electronic consent at checkout as part of the RIC execution process (RIC Master Template Section 14). You acknowledge that Buyer e-sign consent is obtained through the platform and that You are responsible for ensuring the consent workflow complies with applicable law.

10.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

10.7 Waiver. No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. Failure to enforce any provision does not constitute a waiver of future enforcement.

10.8 Headings. Section headings are for convenience of reference only and do not affect the interpretation of this Agreement.

Acceptance

By clicking “I Agree,” completing onboarding, or originating a Retail Installment Contract through the LadderPay platform, you acknowledge that you have read, understand, and agree to be bound by these Merchant Terms of Service, including Exhibit A (Fee Schedule and Payment Terms), the Servicing Authority and Limited Power of Attorney in Section 5, and all other provisions of this Agreement.

Acceptance of these Merchant Terms includes the Data Authorization in Section 6.3. You may withdraw it at any time as described in Section 6.3(f) without affecting your other rights or obligations under this Agreement.

MERCHANT:

Business Name:

Authorized Representative:

Date:

EXHIBIT A

Fee Schedule and Payment Terms

This Exhibit A is part of the Merchant Terms of Service between You (“Merchant”) and Wurthy Services, LLC, doing business as LadderPay (“LadderPay”). Capitalized terms not defined here have the meanings given in the main body of this Agreement. This Exhibit governs the fees You owe LadderPay for use of the platform in connection with Retail Installment Contracts originated through LadderPay.

1. Definitions

“Buyer Payment” means any payment received from a Buyer under a Serviced RIC, including scheduled installment payments, prepayments, and any permitted late fees recovered from the Buyer. Collection cost recoveries described in Section 3.2 of this Exhibit are not Buyer Payments.

“Gross Payment” means a Buyer Payment before deduction of any fees or costs.

“Net Remittance” means the amount remitted to You after deduction of the LadderPay Cut from the Gross Payment.

“Platform Fee” means the component of the LadderPay Fee calculated as a percentage of the Amount Financed, as set forth in the fee schedule in Section 2.

“RIC Principal” means the Amount Financed under a Serviced RIC (i.e., the Cash Price minus any Down Payment).

“Time-Price Differential” means the Finance Charge disclosed in the Serviced RIC, representing the difference between the cash price and the deferred price of the services.

“Servicing Fee” means the component of the LadderPay Fee calculated as a percentage of the Time-Price Differential, as set forth in the fee schedule in Section 2, in consideration of LadderPay’s servicing and administration of the Serviced RIC over its term.

“LadderPay Fee” means the total fee payable by You to LadderPay for each Serviced RIC, equal to the sum of the Platform Fee and the Servicing Fee. The LadderPay Fee is a fixed dollar amount calculated at origination as described in Section 2. The LadderPay Fee is inclusive of all payment processing costs; no separate processing fee is charged to You. The LadderPay Fee is a fee for LadderPay’s software and servicing platform; it is not interest, a finance charge, or a cost borne by the Buyer.

“Total RIC Amount” means the sum of the Amount Financed and the Time-Price Differential under a Serviced RIC — i.e., the total amount the Buyer will pay over the life of the RIC if all scheduled payments are made as due (equivalent to the Total of Payments disclosed in the RIC).

“Fee Ratio” means the ratio of the LadderPay Fee to the Total RIC Amount (F ÷ T), calculated once at origination and used to determine LadderPay’s share of each Buyer Payment. The Fee Ratio is fixed at origination and does not change unless the RIC is formally restructured under Section 6.

2. LadderPay Fee

2.1 Fee Calculation. In consideration for use of the LadderPay platform, You agree to pay LadderPay a LadderPay Fee for each RIC originated through the platform. The LadderPay Fee is the sum of two components, each calculated at origination: (a) the Platform Fee, equal to 2% of the Amount Financed; and (b) the Servicing Fee, equal to 30% of the Time-Price Differential. The resulting LadderPay Fee is a fixed dollar amount that does not change unless the RIC is formally restructured under Section 6.

Fee Component	Amount / Rate
Platform Fee	2% of Amount Financed
Servicing Fee	30% of Time-Price Differential

2.2 When Earned. The LadderPay Fee is earned at the time each RIC is originated through the platform. LadderPay’s right to the LadderPay Fee accrues upon Buyer execution of the RIC, regardless of whether or when the Buyer makes payments.

2.3 Fee Ratio and Burn-Down. Although the LadderPay Fee is earned at origination, it is collected incrementally as Buyer Payments are received using the Fee Ratio. For each Buyer Payment, LadderPay’s share (the “LadderPay Cut”) equals the lesser of (a) the Buyer Payment multiplied by the Fee Ratio, or (b) the Remaining Fee Balance. The Remaining Fee Balance starts at the full LadderPay Fee amount and decreases by the LadderPay Cut on each payment until it reaches zero. This burn-down formula applies identically regardless of payment timing, partial payments, or late fees.

2.4 Merchant Obligation. The LadderPay Fee is Your obligation, not the Buyer’s. The Buyer’s obligations under the RIC are limited to the amounts disclosed in the RIC (cash price, Time-Price Differential, and any permitted charges). LadderPay does not impose any fee on the Buyer.

3. Payment Application and Waterfall

3.1 Payment Split. When a Buyer Payment is received on a Serviced RIC, the Gross Payment is split as follows:

(a) LadderPay Cut: the lesser of (Buyer Payment × Fee Ratio) and the Remaining Fee Balance, deducted and retained by LadderPay;

(b) Merchant Proceeds: the remainder of the Buyer Payment after deduction of the LadderPay Cut, remitted to You (or Your Assignee). You are responsible for Your own allocation between Time-Price Differential and Amount Financed in accordance with the RIC’s amortization schedule.

3.2 Collection Costs. Collection costs assessed by the third-party collection agency engaged under Section 5.2(e) of this Agreement are recovered directly from the Buyer by the collection agency and are separate from the Buyer Payment stream processed through the platform. Collection cost recoveries do not flow through the Fee Ratio waterfall and do not reduce the Remaining Fee Balance or Merchant Proceeds.

3.3 Remittance. LadderPay will remit the Net Remittance to You within the standard settlement period of the payment processor (typically two to three business days after the Buyer Payment is received and cleared). Remittances will be made to the bank account You designate through the platform.

3.4 Statements. LadderPay will provide You with periodic statements (at least monthly) through the platform showing: Gross Payments received, LadderPay Cuts deducted, Remaining Fee Balance, collection costs recovered (if any), and Merchant Proceeds remitted to You.

4. Prepayment, Early Payoff, and Cancellation

4.1 Buyer Prepayment. If a Buyer prepays a Serviced RIC in full, the Buyer is entitled to a refund of the unearned portion of the Time-Price Differential as stated in the RIC. Upon receipt of a full prepayment: (a) LadderPay’s Remaining Fee Balance for that RIC is deducted; and (b) the Net Remittance (remaining balance) is remitted to You.

4.2 LadderPay Fee on Prepayment. Because the LadderPay Fee is earned at origination, LadderPay is entitled to collect the full LadderPay Fee even if the Buyer prepays. When a payment brings the outstanding Amount Financed to zero, the entire Remaining Fee Balance is deducted from the payoff proceeds before remittance to You. If the final payment is less than the Remaining Fee Balance, LadderPay takes the full payment and writes off the shortfall; LadderPay will not bill You separately for any written-off amount.

4.3 Cancellation. If a Buyer exercises a cancellation right under applicable state or federal law and the RIC is rescinded: (a) all Buyer payments are refunded in full through the platform; and (b) any LadderPay Fee amounts already deducted from Buyer Payments for that RIC are credited back to You or netted against future remittances.

4.4 Merchant-Initiated Cancellation. If You cancel or void a RIC (e.g., because the Buyer disputes the services or You and the Buyer agree to unwind the transaction), the same process in Section 4.3 applies. However, if the cancellation occurs after substantial services have been delivered and the Buyer retains any benefit, You and LadderPay may negotiate a partial LadderPay Fee credit on a case-by-case basis.

5. Buyer Default and Uncollectible RICs

5.1 No Guaranty. LadderPay does not guarantee Buyer payment. The Merchant bears the credit risk of Buyer nonpayment. Default is subject to the cure period and notice requirements in the RIC (RIC Master Template Section 8). If a Buyer defaults and the outstanding balance cannot be collected (in whole or in part), LadderPay is not obligated to remit to You any amount that was not received from the Buyer.

5.2 LadderPay Fee on Default. If a Buyer defaults and payments cease after expiration of the applicable cure period, LadderPay may, in its sole discretion, write off all or part of the Remaining Fee Balance for that RIC. LadderPay will not bill You separately for any written-off amount.

5.3 Write-Off. If a Serviced RIC is written off as uncollectible following the collection procedures conducted by the third-party collection agency under Section 5.2(e) of this Agreement, LadderPay will cease accruing the LadderPay Fee and will close out the fee balance for that RIC. LadderPay will provide You with a summary of the write-off through the platform.

6. Restructured RICs

6.1 Fee Continuity. If a Serviced RIC is restructured under a Restructure Addendum (e.g., modified payment schedule, forbearance, or extended term), the original LadderPay Fee amount does not change. The total LadderPay Fee owed remains as calculated at origination.

6.2 Fee Ratio Recalculation. If the restructure changes the Total RIC Amount (e.g., because the payment term is extended or the Amount Financed is modified), the Fee Ratio is recalculated as the Remaining Fee Balance divided by the new Total RIC Amount remaining. The original LadderPay Fee dollar amount does not change — only the ratio used for the burn-down is adjusted to reflect the new payment schedule.

6A. Assignment of RICs

6A.1 Fee Continuity After Assignment. If You assign, sell, or transfer a Serviced RIC to an Assignee in accordance with Section 10A of this Agreement, the LadderPay Fee and Fee Ratio for that RIC remain in effect. LadderPay continues to deduct the LadderPay Cut from each Buyer Payment and remits Merchant Proceeds to the Assignee (or its designee) on the same terms that would have applied to You.

6A.2 Assignee Bound. Any Assignee taking a Serviced RIC takes it subject to this Exhibit A. You shall ensure that any assignment agreement notifies the Assignee that the LadderPay Fee waterfall applies and that LadderPay will continue to deduct the LadderPay Cut from Buyer Payments.

6A.3 No Double Fee. Assignment does not trigger a new LadderPay Fee. The Assignee inherits the existing Remaining Fee Balance and burn-down schedule for the transferred RIC.

7. Taxes

7.1 The LadderPay Fee is exclusive of any applicable sales tax, use tax, or similar transactional tax. If any such tax is imposed on the LadderPay Fee, You are responsible for that tax and LadderPay will add it to Your fee statement.

8. Fee Changes

8.1 Changes to the Platform Fee rate or Servicing Fee rate apply only to RICs originated after the effective date of the change. RICs originated before a fee change remain at the rates in effect at the time of origination.

8.2 LadderPay may change the Platform Fee rate or Servicing Fee rate at its discretion. LadderPay will use reasonable efforts to notify You before any change takes effect. Your continued use of the platform to originate new RICs after a rate change constitutes acceptance of the new rates.

9. General

9.1 Conflict. In the event of a conflict between this Exhibit A and the main body of this Agreement, this Exhibit A controls with respect to fee calculation, payment application, and remittance.

9.2 Survival. Sections 2 (LadderPay Fee), 3 (Payment Application), 4 (Prepayment), 5 (Default), and 6A (Assignment) survive termination of this Agreement with respect to RICs originated before termination.

9.3 Entire Fee Agreement. This Exhibit A constitutes the complete agreement between You and LadderPay regarding fees for the platform. No oral or written statement not contained in this Exhibit A or the main body of this Agreement modifies the fee terms.