Split Funding Agreement (RISC)

Last Revised: September 25, 2026

This Split Funding Cherry Payment Program Agreement (this "Agreement") is between Cherry Technologies Inc. and its affiliates ("Cherry”), and you, as a current or prospective practice (“you” or "Provider"), who will receive funds in connection with a retail installment contract.

Introduction

1. Cherry offers a technology platform that enables providers approved by Cherry (“Cherry Merchants”) to offer retail installment sale contracts (“RISCs”) offered by providers to their customers ("Customers") for the purchase of goods and/or services provided by Cherry Merchants and Provider as further described in this Agreement (the "Program").

2. The RISC is issued by the Provider and Cherry mat purchase RISCs from the Cherry Merchant. The purchase of a RISC will occur upon Cherry’s receipt of the confirmation by the Cherry Merchant of the conclusion of the retail installment sales process with the Customer and the Cherry Merchant’s instructions as to the funding of the RISC (“Split Funding Instructions”). On and after each Split Funding Instruction is executed, automatically upon receipt of funds, Cherry will be the sole owner for all purposes (e.g., tax, accounting, and legal) of the Contracts purchased from the Cherry Merchant on such date and Cherry will be entitled to all of the rights, privileges, and remedies applicable to that ownership interest, including the right to pledge, transfer, sell, assign, or exchange any such Contracts, and the right to collect on each such Contracts.

3. Provider desires to participate in the Program in accordance with the terms of this Agreement, including procedures and instructions provided to Provider by Cherry, which allow Provider, if approved, to obtain funds in connection with a RISC as directed by the Cherry Merchant to Cherry.

4. Provider understands that Cherry is committed to meeting all regulatory and documentation requirements that are applicable to Program; Provider agrees to cooperate fully with helping Cherry’s instructions to ensure compliance with all such requirements.

THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION. IN THE EVENT OF A DISPUTE, THE ARBITRATION PROVISION WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION.

1. GENERAL PROVIDER OBLIGATIONS.

1.1. Duty to Inform. Within twenty-four (24) hours, Provider must notify Cherry of any of the following events occurring:

(i) Provider becoming aware of any suspected, attempted or actual fraud or illegal, suspicious or unusual activity relating to a RISC or the Program;

(ii) any material change to Provider's information, including the nature of its business or the goods and services sold by Provider, that would pose a material adverse risk to Provider's financial standing (including any termination for cause by another payment plan provider or network of Provider's acceptance of payments), or to Cherry’s ability to offer the Program to Provider or any Customer of Provider;

(iii) the sale, merger or closure of Provider’s business inclusive of any change in control of the business (i.e. ownership or type of business entity).

1.2. Customer Compliance Issues.

(i) Provider agrees to cooperate with Cherry in resolving disputes concerning any RISC, including responding within seven (7) days of any inquiry or request for information from Cherry. If Provider receives a complaint or inquiry from Customer relating to Cherry, Provider will refer Customer to contact Cherry to resolve the complaint or inquiry. Disputes or complaints of any kind relating to the actual quality or type of service actually performed by Provider or goods sold by Provider is the sole responsibility of the Provider. This does not apply to Customer disputes or complaints regarding payment to Provider for services or goods.

(ii) Provider agrees to fully cooperate with Cherry in investigating and remediating Customer escalations, complaints and disputes about Provider and responding within five business days, or such shorter time as required by this Agreement or applicable law or governmental authority, to any request for information, audit or review related to Provider’s participation in Program or in connection with resolution of a dispute involving a Customer;

(iii) If Provider sells any goods or services for which any state licensing is required, Provider must obtain and maintain any appropriate state-required medical or specialty sales licenses to provide such goods or services; and

(iv) Provider agrees that all goods and services must be sold and delivered to the Customer in the United States.

1.3. Provider Policies. Provider will (i) maintain fair and legally compliant refund, return and/or exchange policies, (ii) post such policies in a clear and conspicuous manner at the point-of-sale or other location that is clear and readily noticeable before a Customer completes a purchase, and (iii) comply with such policies with respect to any purchase that is paid for with a RISC.

1.4. Cherry Dashboard. Provider will comply with Cherry’s online dashboard licenses and operating requirements when accessing and using the Cherry’s online dashboard ("Dashboard"). Provider is responsible for the security and confidentiality of its login credentials to the Dashboard, and is liable for all access and use (or misuse) of the Dashboard (including any financial loss as a result of compromised login credentials or unauthorized use). Provider must notify Cherry immediately in the event Provider discovers any unauthorized use of its login credentials on the Dashboard.

1.5. Provider Information. At initial registration or onboarding, and upon Provider’s request thereafter from time to time, Provider agrees to provide Cherry with all information, including Provider's financial statements, business license, medical or veterinary license, government authorization to provide services or sell goods, EIN, W-9, and identification documents for practice management systems (collectively, "Provider Information"), reasonably necessary for Cherry to verify Provider, including its identity, status, financial standing or other requirements for Provider's participation in the Program. Cherry will treat Provider Information as Provider's Confidential Information in accordance with this Agreement. Provider’s failure to submit Provider Information to Cherry at any time may be grounds for suspension and/or termination from the Program.

1.6. Prohibited Transactions. Provider may not accept a RISC for the purpose of (i) disbursing cash or cash equivalents to Customer, (ii) refinancing an existing debt with Customer, or (iii) the list of services identified at withcherry.com/terms.

1.7. Records. Provider will store original documentation of the sale of goods or services related to a RISC for at least three (3) years from the date of the RISC, and will promptly present such documentation upon request of Cherry.

1.8. Legal Proceedings. Provider will immediately forward, but in no case later than seven (7) calendar days, to Cherry, at any time during or within three (3) years following Provider's participation in the Program, a copy of any local, state, or federal legal proceeding (including subpoenas or requests for information and documents, or investigative inquiry) or related communication relating to Cherry from a Customer or a governmental, judicial or regulatory authority.

1.9. Change of Ownership or Control Required Disclosure. Provider agrees that any change in legal or beneficial ownership (inclusive of a change in control) of the Provider's business must be reported to Cherry in writing no later than five (5) business days prior to the effective date of such change. At the time of notification, Provider must provide Cherry with supporting documentation (e.g. sale or transfer agreement, change of control filing, state or local filing, executed purchase agreement) that clearly identifies the old owner and the new owner. Notice must be submitted to support@withcherry.com. Cherry reserves the right to request additional documentation to confirm the change in ownership to its satisfaction and to abide by any laws and regulations. Provider understands and acknowledges that if Cherry is unable to verify the identity of the new legal owner of Provider’s business may be grounds for suspension from the Program. Provider further understands and acknowledges that failure to timely notify Cherry may result in suspension from the Program and may be grounds to terminate this Agreement.

1.10. Duty To Provide Accurate Bank Account Information. Provider is solely responsible for ensuring that its designated bank account for receipt of Settlement Amount (as defined in Section 2) is current, accurate, and reflects the most up-to-date information on bank account holder name, address, account number and routing number at all times. In the event of any misdirected or misdeposited Settlement Amount arising from or is the result of Provider’s failure to maintain updated and accurate bank account information, Provider acknowledges that it will be solely responsible for such misdirected or misdeposited Settlement Amount(s) and be fully responsible for recovering such funds. Provider further agrees to hold Cherry harmless from any claims or liabilities arising from or relating to its failure to abide by this section.

1.12 Provider Compliance. Provider will comply with all applicable federal, state and local laws, rules and regulations in connection with its participation in the Program and the provision of goods or services financed through a RISC, including applicable consumer protection, privacy, marketing, advertising, licensing, fair lending and anti-discrimination requirements, and all reasonable Program compliance requirements provided by Cherry from time to time.

Provider will take commercially reasonable measures to prevent fraudulent or unauthorized activity in connection with the Program.

In the event that Cherry believes Provider has failed to comply with this Agreement, Cherry may immediately suspend Provider’s participation in the Program without notice and take such other action as it deems appropriate, including terminating this Agreement.

2. SETTLEMENT PROCESS.

2.1. Settlement. Only the Cherry Merchant, upon approval from Cherry, may (i) designate a Provider to be paid funds related to a RISC and (ii) determine the amount of funds to be paid to the Provider. Upon receiving direction from the Cherry Merchant and approving such direction, Cherry will remit the Settlement Amount to the Merchant’s designated bank account within five (5) business days of authorization ("Settlement"). The "Settlement Amount" is the amount due to Provider authorized under this Agreement and by the Cherry Merchant, less refunds or chargeback amounts. Cherry reserves the right to delay or withhold a Settlement Amount if it reasonably believes or suspects that the RISC related to the Settlement Amount to be remitted to Provider is fraudulent, in violation of the requirements of this Agreement, or unauthorized. If Cherry exercises its right to withhold or delay remittance of the Settlement Amount, it will give the Provider prior written notice.

2.2. Bank Authorization. For credits and debits to Provider's bank account authorized under this Agreement, Provider authorizes Cherry to: (i) initiate credit entries and to initiate, if necessary, debit entries and adjustments for any erroneous or fraudulent credit entries, to Provider's bank account; or (ii) initiate debit entries and to initiate, if necessary, credit entries and adjustments for any erroneous debit entries, to Provider's bank account; (iii) initiate credit entry reversals due to actual or suspected misrepresentations by Provider or Customer relating to a RISC. Provider agrees not to dispute any credits or debits with its bank for any transfers authorized under this Agreement.

3. CHARGEBACKS AND REFUNDS.

3.1. Provider agrees that it will refund on demand, and Cherry may charge back against Provider, the amount of any RISC affected, plus any finance or other charges related to the RISC, in each of following events:

Program Manager determines that Provider has breached or failed to fulfill any of its obligations under this Agreement, including Program Manager'’s instructions, or has breached any of its representations or warranties under this Agreement
Cherry has determined that any RISC, RISC application, or sale of goods or services is fraudulent or is subject to any claim of illegality, cancellation, rescission, avoidance or offset, including negligence, fraud, misrepresentation or dishonesty on part of the Customer or Provider, its agents, employees, representatives or franchisees;
The Customer disputes or denies transaction, execution of transaction authorization, credit application or RISC, or delivery, quality, or performance of services purchased or any warranties.
Provider’s services were not delivered or performed.
Customer alleges that a credit adjustment to which Customer was entitled was requested and refused by Provider or that a credit adjustment was issued by Provider but not posted to the RISC due to Provider’s failure to submit the credit adjustment to Cherry.
Customer asserts any claim or defense against Cherry as a result of any act or omission of Provider in violation of any applicable law (other than those that relate solely to terms and conditions of the RISC).

3.2. With respect to any chargeback or refund:

Chargebacks or refunds for purchases of goods or services made by Customers that are processed by a third party payment card network may, in discretion of Cherry, (i) be processed through such payment card network procedures or be satisfied by ACH debits or (ii) be settled on a net basis with other amounts due between Provider and Cherry pursuant to this Agreement.
Chargebacks or refunds for purchases of goods or services made by Customers that are not processed by a third-party payment card network may, in discretion of Cherry, be processed in a manner generally consistent with original funds transfer or be satisfied by ACH or be settled on a net basis with other amounts due between Provider and Cherry pursuant to this Agreement.
In its reasonable discretion, Cherry may compromise and settle any claim made by any Customer if such claim may give Cherry a right to chargeback (or a right to a refund) in accordance with this Agreement.

3.3. If Cherry exercises its right of chargeback (or seeks a refund) in accordance with this Agreement, Cherry may set off or recoup amounts charged-back or subject to refund against any sums due to Provider under this Agreement and, if amount of such chargeback or refund exceeds sums due Provider, Cherry may demand payment from Provider for such amount (or set off or recoup such amount up to amount of sums due to Provider and demand payment from Provider for such excess amount).

4. RESERVES

4.1. If (a) Cherry, at direction and under control of Lender, determines that (i) Provider’s financial condition has deteriorated or is deemed, in sole discretion of Cherry, to be unacceptable, (ii) Provider is in breach of this Agreement, (iii) Program has experienced unusual levels of Customer disputes or complaints from Customers or third parties, including regulatory authorities, relating to Provider, or (iv) the number of Transaction Requests presented to the Program by Provider is substantially different from historical trends, (b) Cherry becomes aware of some other fact, event or circumstance related to Provider that causes it to believe that a reserve fund is reasonably necessary or advisable, (c) an ACH debit made by Cherry in accordance with this Agreement is not able to be completed, or (d) a notice of termination has been provided by either party to other in connection with this Agreement, then, and in each such case, (x) Provider will pay to Cherry, on behalf of Lender, upon demand, or (y) Cherry may, on behalf of Lender, withhold from any amounts owed Provider with respect of any transaction request, or (z) Cherry may, on behalf of Lender, debit Provider’s Account or withhold funds in an amount Cherry deems necessary to fund a “Reserve Account”.

4.2. Cherry may charge to such Reserve Account any amount Provider owes Cherry or Lender or that is otherwise due from Provider under this Agreement. Provider’s obligations to Cherry and Lender shall not be limited by the amount held in the Reserve Account. The establishment of a Reserve Account does not excuse Provider from paying any amount that Provider would otherwise owe under this Agreement. Provider will not be entitled to any interest on amounts held in the Reserve Account. Cherry will return to Provider any amount remaining in Reserve Account when Cherry determines a Reserve Account is no longer necessary; provided, however, no refund shall be made later than one year from termination date of this Agreement. In addition, upon occurrence of any of events described in clauses (a), (b) or (c) of first sentence of this Section, Cherry may, on behalf of itself and Lender, impose such limitations on Provider’s participation in Program, or take such other action, as Cherry deems appropriate.

5. ACH AUTHORIZATION.

5.1. This Agreement governs ACH transactions initiated by Cherry to credit or debit Provider's bank account. By entering into this Agreement and participating in the Program, Provider authorizes Cherry to (i) initiate credit entries and, if necessary, debit entries and adjustments for any credit entries made in error, to Provider's bank account; and (ii) initiate debit entries and, if necessary, credit entries and adjustments for any debit entries made in error, to Provider's bank account. Cherry will initiate individual or recurring transactions when authorized by Provider using any available method including, but not limited to, by Dashboard, phone, email or written means.

5.2. Provider represents and warrants that (i) the bank account that Provider designates for such debits and credits is a commercial or business account and was not established primarily for personal, family or household use, (ii) it is bound by NACHA Operating Rules as they pertain to all ACH transactions initiated by Cherry that credit or debit Provider's bank account, and (iii) any ACH transaction that Provider authorizes Cherry to make to or from Provider's bank account is for a lawful purpose and otherwise complies with applicable law.

5.3. Provider agrees not to dispute with its bank any debits initiated by Cherry under this Agreement, provided the transaction corresponds to the terms of this Agreement, including Provider's instructions.

6. PROVIDER REPRESENTATIONS AND WARRANTIES.

6.1. Provider has all necessary power and authority to enter into this Agreement; has all certificates, licenses, authorizations and/or approvals to perform its obligations under this Agreement and to provide the goods and services for which a RISC may be applied; and that the provision of such goods or performance of such services do not violate applicable law.

6.2. There is no claim, or any litigation, proceeding, arbitration, investigation or material controversy pending, against or affecting it that will have a material adverse effect on its or Cherry's ability to perform its obligations under this Agreement, including the assignment to Cherry of the right to collect payment from a Client. To the best of Provider's knowledge, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened or is contemplated against it.

6.3. Any information furnished by Provider to Cherry is true and correct in all material respects when furnished; and Provider will immediately notify Cherry to update such information in the event any part of it becomes untrue or incorrect.

7. DISCLAIMER.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROGRAM MANAGER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, ERROR-FREE OPERATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM AND ALL SERVICES PROVIDED TO PROVIDER HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND.

8. TERM, TERMINATION AND SUSPENSION.

8.1. Provider Termination. Provider may terminate this Agreement without cause upon thirty (30) days’ written notice to Cherry.

8.2. Cherry Termination. Cherry may terminate this Agreement (i) without cause upon fifteen (15) days’ written notice to Provider, or (ii) immediately if:

(a) the related Cherry Merchant directs Cherry to terminate or suspend payments to Provider,

(b) fails to satisfy Cherry and/or Cherry’s banking partner’s underwriting or creditworthiness requirements,

(d) is directed by a local, state or federal regulatory authority to cease offering the Program to Provider,

(e) Cherry becomes aware that Provider has been suspended or terminated from accepting payments through another payment method, provider or network including Visa, Mastercard, NACHA or PayPal,

(f) there is a significant change in Provider’s control of its business or unauthorized assignment or transfer of this Agreement,

(g) Provider has had a significant number of Chargeback Events in any given timeframe based on Cherry’s sole discretion,

(h) Provider fails to abide by the requirements set forth in Article 1 of this Agreement.

8.3. Termination for Bankruptcy, Insolvency. Either party may immediately terminate this Agreement upon written notice to the other party if such other party becomes the subject of a voluntary or involuntary bankruptcy or insolvency petition or proceeding, or the appointment of a receiver or trustee in a liquidation or insolvency.

9. INDEMNIFICATION.

Provider agrees to indemnify, defend and hold Lender, Cherry and its affiliates, officers, directors, employees, and agents harmless from any losses, liabilities, and damages of any kind (including without limitation any costs, expenses or reasonable attorneys' fees incurred by any indemnified party) arising out of any third-party (including Customer and Lender) claim, complaint, or chargeback arising from (i) any sale made by Provider, (ii) any treatment provided or the products or services sold or provided by Provider, or the advertising or promotion involving such treatment, products or services, (iii) Provider's noncompliance with this Agreement, including the failure of any representation or warranty made by Provider to be true and correct when made or deemed made, (iv) circumstances relating to Provider that create harm to or loss of goodwill to Cherry, (v) Provider's violation of applicable law, (vi) acts and omissions of Clients, (vii) fraud, willful misconduct, or gross negligence of Provider or Provider’s officers, directors, employees, or agents, and (viii) any infringement of Provider’s IP rights or of any third party, and (ix) Provider’s failure to obtain and keep the required written consent and disclosures from its Client(s) to share their personal information with Cherry so Cherry can perform a credit check for pre-qualification or pre-screen purposes (i.e. pre-qualification or pre-screen check). Should a lawsuit of any kind be filed against Cherry under this provision (9.Indemnification), Cherry, in its discretion, shall determine counsel that will be used including deferring to the Provider’s choice of counsel.

10. CONFIDENTIALITY.

10.1. Except as provided below, the party receiving Confidential Information of the disclosing party shall keep confidential, and will not disclose to any third party, the disclosing party's Confidential Information, or any of the terms and conditions of this Agreement, without the prior written consent of the disclosing party. The receiving party shall take care to prevent the disclosure of the disclosing party's Confidential Information with at least the same degree of care which the receiving party takes to protect its own confidential information of a similar nature, but in any case, no less than an appropriate and reasonable degree of care.

10.2. The receiving party may disclose the disclosing party's Confidential Information to its employees, service providers or affiliates who are informed of the confidential nature of the information and have agreed to be bound by confidentiality obligations at least as stringent as those under this Agreement, and where such disclosure and/or utilization of Confidential Information is solely for the purpose of (i) performing the receiving party's obligations under this Agreement or (ii) when required to be disclosed by law or regulation or by court order or other legal authority, provided that prior to the disclosure of Confidential Information under subsection (ii), the receiving party will, as applicable, (1) notify and reasonably cooperate with the disclosing party prior to disclosure so that the disclosing party has an opportunity to seek a protective order or other relief, (2) disclose only such information as is required by the law or regulation or court order or other legal authority, and (3) use commercially reasonable efforts to obtain confidential treatment of any Confidential Information so disclosed.

10.3. A party's confidentiality obligations shall not apply to (i) information in the public domain, except where such information entered the public domain due to a breach of this Agreement, (ii) that the receiving party rightfully possessed before it received the information from the disclosing party, (iii) is furnished to the receiving party by a third party free of any obligation of confidentiality to that third party, or (iv) is developed by the receiving party wholly independent from the Confidential Information.

10.4. A receiving party agrees to return or destroy the disclosing party's Confidential Information (in any form and including all summaries, copies and excerpts) promptly following the disclosing party's request. At the disclosing party's option, the receiving party will provide written certification of its compliance with this paragraph within seven (7) days following the date of such request.

10.5. In the event of any breach of a party's confidentiality obligations, the parties agree that the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to the non-breaching party from any violation by the breaching party will be difficult or impossible to calculate and will therefore be an inadequate remedy. Accordingly, the parties agree that the non-breaching party may obtain temporary and permanent injunctive relief against the breaching party, in addition to any other rights or remedies that the non-breaching party may be entitled to at law, in equity and under this Agreement.

10.6. No party shall obtain any proprietary rights in any Confidential Information which has been or at any time after the date of this Agreement is disclosed, directly or indirectly, to it by another person under this Agreement, except as may be expressly provided in this Agreement.

10.7. Provider may not, without Cherry's express written approval, issue any press release or otherwise advertise, make a public statement or disclose to any third party any information about the parties' relationship under this Agreement, the existence of this Agreement or RISC between Customers and Provider, except as otherwise provided for in this Agreement.

10.8. Provider acknowledges that Cherry owns all information concerning the Program, including Marketing Materials, a Customer’s RISC or related account ("Cherry Account") (collectively, "Cherry Information"), and that Provider has no ownership rights therein. Provider shall treat such Cherry Information as Cherry's Confidential Information. For clarity, this does not prevent Provider from collecting and owning information about a Customer unrelated to the Program (for example, information about a Client relating to its receipt of Provider's goods or services), and such information shall not be considered Cherry Information.

11. INTELLECTUAL PROPERTY.

11.1. Notwithstanding anything in this Agreement, Cherry owns all intellectual property rights, title and interest in and to the Program, including the Cherry name, trademarks, copyrights, processes, trade secrets or other such proprietary rights, any Cherry documentation or technology (including the Dashboard), and anything developed by Cherry under this Agreement. Provider agrees that it will not, and will not attempt to, disassemble, decompile or otherwise reverse-engineer any software, code or other trade secret provided by Cherry.

12. MISCELLANEOUS.

12.1. Changes to Program. Cherry may, from time to time, make changes to the Program, or this Agreement, including Provider's access and use of the Dashboard.

12.2. Assignability. Provider may not assign this Agreement, or its rights or obligations hereunder, without the prior written consent of Cherry.

12.3. Choice of Law. This Agreement and the rights of the parties hereunder shall be determined, governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles.

12.4. Entire Agreement. This Agreement constitutes the entire agreement between the parties and is the final expression of the parties' understanding. No prior discussions or communications shall form any part of this Agreement, unless expressly noted herein.

12.5. Modifications. Cherry may, from time to time, revise the terms and conditions of this Agreement and such revisions will be binding and effective on Provider upon the earlier of: (i) written notice to Provider (if any); or (ii) 30 days after posting of the revised Agreement on the Dashboard or website. Provider agrees to periodically review the Dashboard for the posting of any revised version of this Agreement.

13. ARBITRATION

13.1. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; the expense of such arbitration shall be borne by Cherry. THE PARTIES AGREE THAT ANY CLAIMS WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR OTHER JOINT ACTION WITH RESPECT TO THE CLAIMS.