Payment, Escrow and Payout Terms

Effective September 15, 2026

These Telure Payment, Escrow and Payout Terms (these "Payment Terms") govern how money moves on the Platform: how a Client funds and maintains its Client Funding Account, how a Conversion is reported and verified, how the Dispute Window operates, when a Conversion Payout is released, and how fees, reversals, offsets, refunds and taxes are handled. These Payment Terms are issued by Telure, Inc., a Delaware corporation ("Telure").

Scope and Incorporation
Definitions
Nature of Telure's Role
The Client Funding Account
Conversion Reporting and Verification
The Dispute Window
Dispute Adjudication
Release of the Conversion Payout and Collection of the Platform Fee
Chargebacks, Reversals and Negative Balances
Clawback and Offset
Client Non-Payment, Insufficient Funds and Suspension
Refunds
Taxes
Currency and Payout Eligibility
Unclaimed Funds and Escheatment
Recordkeeping, Statements and Error Resolution
Changes to Fees and to These Payment Terms
General

1. Scope and Incorporation

1.1 Application. These Payment Terms apply to every Seller and every Client that uses the Platform. They apply to each Contract Listing, each Conversion reported under a Contract Listing, and each movement of funds into, within, or out of the Platform.

1.2 Incorporation by reference. These Payment Terms are incorporated by reference into, and form part of, the Telure Seller Agreement and the Telure Client Agreement. A Seller's acceptance of the Telure Seller Agreement, and a Client's acceptance of the Telure Client Agreement, constitutes acceptance of these Payment Terms.

1.3 Order of precedence. On the subject matter of these Payment Terms, these Payment Terms control over the Telure Seller Agreement and the Telure Client Agreement. On all other subject matter, the Telure Seller Agreement and the Telure Client Agreement control. A Contract Listing governs the definition of the Conversion, the amount of the Conversion Payout, the verification method, and any Listing-specific requirements; a Contract Listing may not vary the Dispute Window, the Platform Fee, the prefunding requirement, or any other provision of these Payment Terms.

1.4 Related documents. Payment processing performed through Stripe is further governed by the Telure Payment Processing Terms (Stripe Connect), which is likewise incorporated by reference into the Telure Seller Agreement and the Telure Client Agreement.

2. Definitions

2.1 Cross-referenced terms. Capitalized terms used and not defined in these Payment Terms have the meanings given to them in the Telure Seller Agreement (for a Seller) and the Telure Client Agreement (for a Client), including "Platform," "Seller," "Client," "Prospect," "Contract Listing," "Listing," "Sales Services," "Conversion," "Verified Conversion," "Conversion Payout," "Client Charge," "Platform Fee," "Client Funding Account," "Dispute Window," "Telure Rating," "Seller Tier," and "Deactivation."

2.2 Additional terms. In these Payment Terms:

(a) "Available Balance" means the funds in a Client Funding Account that are not subject to a Reserved Amount and have not been released.

(b) "Conversion Report" means a Seller's submission through the Platform stating that a Conversion has occurred under a Contract Listing.

(c) "Dispute" means a Client's timely objection to a Conversion Report, submitted within the Dispute Window on a ground listed in Section 6.3.

(d) "Minimum Balance" means the Available Balance a Client must maintain under Section 4.4 to keep its Listings live.

(e) "Negative Balance" means a Client Funding Account balance below zero, whether arising from a chargeback, reversal, return, adjustment or otherwise.

(f) "Payment Processor" means Stripe, Inc. and its affiliates, and any successor or additional processor Telure engages.

(g) "Payout Method" means the bank account or other receiving method a Seller establishes through Stripe Connect to receive Conversion Payouts.

(h) "Reserved Amount" means the Client Charge held against a Client's Available Balance from the moment a Conversion Report is submitted until the corresponding Conversion is released or the Dispute resolving it is finally determined.

(i) "Settlement Account" means the segregated or for-benefit-of account described in Section 4.8 in which Client Funding Account balances are held.

3. Nature of Telure's Role

3.1 Payment facilitator. Telure operates the Platform and facilitates payment between Clients and Sellers. Telure does not perform Sales Services, does not purchase Sales Services from Sellers for resale, and is not a party to the commercial outcome a Conversion represents.

3.2 Source of the Conversion Payout obligation. The obligation to fund a Conversion Payout runs from the prefunded Client Funding Account of the Client whose Contract Listing produced the Conversion. Telure administers that obligation, holds the funds pending verification, releases the Conversion Payout to the Seller, and retains the Platform Fee. Telure does not guarantee, insure, underwrite, or assume as principal the payment obligations of any Client beyond the funds actually held in that Client's Client Funding Account and reserved under Section 5.5.

3.3 TELURE IS NOT A BANK. TELURE IS NOT A BANK, TRUST COMPANY, CREDIT UNION, MONEY TRANSMITTER ACTING FOR ITS OWN ACCOUNT, LICENSED ESCROW AGENT, OR INVESTMENT ADVISER. A CLIENT FUNDING ACCOUNT IS NOT A BANK ACCOUNT, NOT A DEPOSIT ACCOUNT, AND NOT A SECURITIES ACCOUNT. BALANCES IN A CLIENT FUNDING ACCOUNT ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE NATIONAL CREDIT UNION ADMINISTRATION, THE SECURITIES INVESTOR PROTECTION CORPORATION, OR ANY OTHER GOVERNMENT OR PRIVATE INSURANCE PROGRAM, AND ARE NOT PROTECTED BY ANY DEPOSIT INSURANCE PASS-THROUGH. BALANCES DO NOT EARN INTEREST AND NO INTEREST, YIELD, DIVIDEND OR OTHER RETURN IS OR WILL BE PAID ON THEM.

3.4 Not a general deposit. Funds in a Client Funding Account are held for the limited purpose of funding Client Charges under that Client's Contract Listings. They are not a general deposit with Telure, are not a loan or extension of credit to Telure, and do not create a debtor-creditor relationship between Telure and the Client other than the obligation to apply or return the funds as provided in these Payment Terms.

3.5 No fiduciary relationship. Except for the limited obligation to hold and apply funds as stated in these Payment Terms, Telure is not a fiduciary, trustee, or agent of any Client or Seller, and owes no fiduciary duty in connection with the Platform.

4. The Client Funding Account

4.1 Prefunding requirement. A Client must establish and prefund a Client Funding Account before any Contract Listing goes live. A Contract Listing will not publish, and Sellers will not be able to elect to perform Sales Services under it, until the Client Funding Account holds at least the Minimum Balance.

4.2 Funding methods. A Client funds its Client Funding Account through the funding methods Telure makes available through the Payment Processor, which may include ACH debit, wire transfer, and card payment. Telure may decline, limit, or delay availability of any funding method or any individual funding transaction. Funds are available for reservation only when the Payment Processor has made them available to the Settlement Account; card and ACH funding may be subject to a holding period before the funds become part of Available Balance.

4.3 Available Balance and Reserved Amount. At any time, a Client Funding Account consists of (a) the Available Balance and (b) the aggregate Reserved Amounts then outstanding. Reserved Amounts are not available to fund other Conversions, are not refundable while reserved, and may not be withdrawn.

4.4 Minimum Balance formula. A Client must maintain an Available Balance at least equal to the Client Charge for one Conversion under whichever of its live Contract Listings carries the highest Conversion Payout. Expressed as a formula:

Minimum Balance = Highest Conversion Payout among the Client's live Listings ÷ (1 − Platform Fee percentage)

For a Conversion Payout at the floor of $200.00 and a Platform Fee of 30%, the Minimum Balance is $286.00, the Client Charge rounded to the cent as the Platform computes and bills it. Telure may require a higher Minimum Balance for a Client based on the number of live Contract Listings, the observed rate at which Conversions are reported against those Listings, the Client's funding history, or a prior Negative Balance, and will state the required amount in the Platform.

4.5 Automatic Listing pause. If a Client's Available Balance falls below the Minimum Balance, every live Contract Listing of that Client pauses automatically and immediately. While paused:

(a) the Contract Listing is not visible to Sellers who have not already elected to perform Sales Services under it;

(b) no new Sales Services may be commenced under it;

(c) Sales Services already commenced and meetings already scheduled proceed, and a Conversion reported from them is handled under Section 11.3; and

(d) the Client receives notice through the Platform and at its registered email address.

A paused Contract Listing resumes automatically once the Available Balance returns to at least the Minimum Balance, without further action by Telure.

4.6 Top-up and automatic replenishment. A Client may add funds at any time. A Client may enable automatic replenishment by authorizing Telure to initiate a debit of a stated amount against a stored funding method whenever the Available Balance falls below a threshold the Client sets, which may not be lower than the Minimum Balance. A Client that enables automatic replenishment authorizes those recurring debits until it disables the feature in the Platform. A failed replenishment debit does not excuse the Client from maintaining the Minimum Balance.

4.7 No interest. No interest, yield or other return accrues to a Client on any Client Funding Account balance or Reserved Amount, regardless of how long funds are held. Any interest or other earnings actually generated on the Settlement Account belong to Telure and are part of the consideration for operating the Platform.

4.8 How funds are held. Client Funding Account balances are held with the Payment Processor or a financial institution designated by the Payment Processor, in an account that is segregated from Telure's operating funds or maintained on a for-benefit-of basis for platform users. Telure does not hold Client Funding Account balances in its own operating accounts, does not lend, invest, pledge, hypothecate or otherwise use those balances for its own account, and does not commingle them with Telure's operating funds.

4.9 Withdrawal of unused balance. A Client may request return of all or part of its Available Balance at any time under Section 12.1. Reserved Amounts may not be withdrawn until the underlying Conversion is released or finally determined.

4.10 Account ownership and restrictions. A Client Funding Account may be used only by the Client that established it, only to fund that Client's Contract Listings, and may not be transferred, assigned, pledged, or used as collateral. A Client may not use a Client Funding Account to store value, to move funds to a third party, or for any purpose other than funding Client Charges.

5. Conversion Reporting and Verification

5.1 Conversion Report. A Seller reports a Conversion through the Platform by submitting a Conversion Report that identifies the Contract Listing, the Prospect, the date and time of the qualifying activity, and the evidence the Contract Listing requires. A Conversion Report must be submitted within twenty-four (24) hours after the Conversion occurs. A Conversion Report submitted later than seventy-two (72) hours after the Conversion occurs is not eligible for a Conversion Payout.

5.2 Automatic verification. Where a Contract Listing states an automatic verification method, the Platform verifies the Conversion Report against the connected source of record, which may include a calendar system, a scheduling system, a customer relationship management system, or Platform call records. A Conversion Report that the automatic verification method confirms proceeds directly to the Dispute Window.

5.3 Client confirmation. Where a Contract Listing states that Client confirmation is the verification method, or where automatic verification is unavailable or returns an inconclusive result, the Client may confirm or object to the Conversion Report within the Dispute Window. Confirmation by the Client closes the Dispute Window immediately and the Conversion becomes a Verified Conversion at that moment.

5.4 Deemed acceptance. If the Client neither confirms nor submits a Dispute before the Dispute Window closes, the Conversion Report is deemed accepted, the Conversion becomes a Verified Conversion, and the Client waives every objection to that Conversion other than a clawback ground preserved under Section 10.

5.5 Reservation on report. When a Conversion Report is submitted, Telure immediately reserves the full Client Charge for that Conversion against the Client's Available Balance as a Reserved Amount. A Conversion Report submitted while the Client's Available Balance is sufficient to fund the Client Charge is funded at the moment of reservation and is not affected by any later shortfall in the Client Funding Account.

5.6 Evidence. All Sales Services calls placed through Platform calling tools are recorded, and the recordings, call metadata, Platform messaging, and connected-system records form the evidentiary record for verification and for adjudication of a Dispute. A Seller and a Client each consent to Telure's use of that record for those purposes.

5.7 Duplicate detection. The Platform screens Conversion Reports against prior Conversion Reports under the same Contract Listing and across the Client's Contract Listings to identify the same Prospect reported more than once. A duplicate Conversion Report is not eligible for a Conversion Payout.

6. The Dispute Window

6.1 Duration and measurement. The Dispute Window is forty-eight (48) hours. It is measured from the end of the scheduled meeting time as recorded in the connected calendar or scheduling system. For a Conversion type that does not involve a scheduled meeting, the Dispute Window is measured from the time the Conversion Report is submitted. The Dispute Window runs continuously, including on weekends and holidays.

6.2 How a Dispute is submitted. A Client submits a Dispute through the Platform before the Dispute Window closes. A Dispute must identify the Conversion Report, state the ground relied on from Section 6.3, and include the supporting information the Platform requests. A Dispute submitted by email, telephone, or any channel other than the Platform, or submitted after the Dispute Window closes, is not a Dispute and has no effect on the Conversion.

6.3 Grounds that constitute a valid Dispute. A Dispute is valid only if it asserts one or more of the following:

(a) No-show. The Prospect did not attend the scheduled meeting, disconnected before the meeting substantively began, or the meeting did not occur at all.

(b) Out of stated criteria. The Prospect does not meet the qualification criteria stated in the Contract Listing as those criteria read at the time the Sales Services were performed, including criteria as to industry, company size, geography, role or decision authority, or budget threshold.

(c) Duplicate. The same Prospect was previously reported as a Conversion under the same Contract Listing, or under another Contract Listing of the same Client, within the lookback period stated in the Contract Listing or, if none is stated, within ninety (90) days.

(d) Fabricated or falsified. The Conversion Report describes activity that did not occur, identifies a Prospect that does not exist or did not consent to the meeting, or relies on altered, manufactured or misrepresented evidence.

(e) Compliance violation. The Sales Services that produced the Conversion were performed in violation of the Telure Calling Compliance Policy, the Telure Call Recording Consent and Disclosure, or applicable law, including contacting a number on a do-not-call registry in violation of that policy, misrepresenting the identity of the caller or the Client, or failing to give a required recording disclosure.

6.4 Grounds that do not constitute a valid Dispute. The following are not grounds for a Dispute, and a Dispute asserting only one or more of them will be denied:

(a) the Prospect attended and qualified but did not buy, did not advance, or declined to proceed;

(b) the Client changed its mind about the Contract Listing, the offer, the pricing, the Conversion definition, or the qualification criteria after the Sales Services were performed;

(c) the Client's own personnel failed to attend, attended late, were unprepared, cancelled, rescheduled, or double-booked the meeting;

(d) a failure in the Client's internal scheduling, calendar, routing, notification, or customer relationship management configuration;

(e) the Client is dissatisfied with the Prospect's level of interest, tone, seniority, or purchase timeline where the Prospect met the stated criteria;

(f) the Client's budget, staffing, product availability, or business priorities changed;

(g) the Seller's style, script adherence, or manner, where the Conversion as defined in the Contract Listing occurred and no compliance violation is asserted; or

(h) the Client's disagreement with the Conversion definition it wrote, or with the Conversion Payout it set, in the Contract Listing.

6.5 Effect of the Dispute Window closing. When the Dispute Window closes without a valid Dispute, the Conversion becomes a Verified Conversion and proceeds to release under Section 8.

6.6 No extension. The Dispute Window is not extendable by agreement, by request, or by Telure, and is not tolled by a Client's absence, technical failure on the Client's side, holiday, or personnel change. A Client is responsible for monitoring its Conversion Reports and for configuring Platform notifications.

7. Dispute Adjudication

7.1 Telure adjudicates. Telure adjudicates every valid Dispute. Telure's determination is made by Telure alone, applying these Payment Terms, the Contract Listing, and the evidentiary record.

7.2 Seller response. On submission of a Dispute, Telure notifies the Seller through the Platform. The Seller has twenty-four (24) hours from that notice to respond and to submit evidence. Telure may adjudicate on the record before it if the Seller does not respond within that period.

7.3 Evidence considered. Telure considers the recorded call or calls, call metadata, connected calendar and scheduling records, connected customer relationship management records, the Contract Listing as it read when the Sales Services were performed, the Conversion Report and its attachments, Platform messaging, the Client's submission, the Seller's response, and the Platform's duplicate-detection and compliance records.

7.4 Standard. Telure decides each Dispute on the preponderance of the evidence. The Client bears the burden of establishing the ground it asserts, except that where fabrication or a compliance violation is asserted and the recorded call record for the Conversion is absent through the Seller's act or omission, the burden as to that element shifts to the Seller.

7.5 Timeline. Telure will issue a determination within three (3) business days after the later of the close of the Dispute Window and the close of the Seller response period. Telure may extend that period by up to five (5) additional business days where the Dispute asserts fabrication, fraud, or a compliance violation, or where the Dispute is one of a set of related Disputes, and will notify both parties of the extension.

7.6 Outcomes. Telure may:

(a) deny the Dispute, in which case the Conversion becomes a Verified Conversion and the Conversion Payout is released under Section 8;

(b) uphold the Dispute, in which case no Conversion Payout is due, the Reserved Amount is returned to the Client's Available Balance, and no Platform Fee is charged; or

(c) resolve the Dispute in part, in which case Telure states the amount released to the Seller and the amount returned to the Client, and the Platform Fee is charged on the released amount only. No partial resolution may reduce a released Conversion Payout below the $200.00 minimum; a Dispute that would produce a lower amount is resolved under (a) or (b).

7.7 Finality. Telure's determination of a Dispute is final for all Platform purposes, including release of funds, Platform records, Telure Rating, and Seller Tier. Neither party may resubmit the same Dispute or submit a new Dispute on the same Conversion on a ground that was available when the first Dispute was submitted. This Section does not limit either party's rights under the dispute resolution provisions of the Telure Seller Agreement or the Telure Client Agreement, which govern any challenge to a determination.

7.8 Abuse of the Dispute process. Telure monitors Dispute rates, grounds asserted, and outcomes. A Client that submits Disputes on grounds listed in Section 6.4, submits Disputes at a rate materially above the Platform norm without a corresponding rate of upheld Disputes, or submits Disputes containing false statements may be required to prefund at a higher Minimum Balance, may have its Contract Listings suspended, and may have its access to the Platform terminated under the Telure Client Agreement.

7.9 Effect on Seller records. An upheld Dispute is recorded against the Seller and may affect the Telure Rating and Seller Tier as provided in the Telure Seller Code of Conduct, Rating and Deactivation Policy. A denied Dispute is not recorded against the Seller.

8. Release of the Conversion Payout and Collection of the Platform Fee

8.1 Release trigger. Telure initiates release of the Conversion Payout promptly after the Dispute Window closes without a valid Dispute, and ordinarily within one (1) business day. Where a Dispute was submitted and denied in whole or in part, Telure initiates release promptly after issuing the determination, and ordinarily within one (1) business day. Arrival of funds in the Seller's Payout Method is subject to the Payment Processor's processing times and bank rails as described in the Telure Payment Processing Terms (Stripe Connect).

8.2 Amount released. The amount released to the Seller is the Conversion Payout stated in the Contract Listing, which is never less than $200.00 per Verified Conversion.

8.3 Platform Fee. The Platform Fee is 30% of the Client Charge. The relationship among the three amounts is:

Client Charge = Conversion Payout ÷ (1 − Platform Fee percentage)

Platform Fee = Client Charge × Platform Fee percentage = Client Charge − Conversion Payout

At a Platform Fee of 30% and a Conversion Payout of $200.00, the Client Charge is $286.00 and the Platform Fee is $86.00, the formula above rounded to the cent as the Platform computes and bills it. The Conversion Payout is never reduced by the Platform Fee; the Platform Fee is additive to the Conversion Payout and is borne by the Client.

8.4 Simultaneous debit. On release, Telure applies the Reserved Amount as follows: the Conversion Payout is transferred to the Seller's Stripe connected account and the Platform Fee is transferred to Telure. The Client's Reserved Amount for that Conversion is thereby extinguished.

8.5 No deduction from the Conversion Payout. Telure does not deduct platform fees, processing fees, subscription fees, or software charges from a Conversion Payout. The only reductions that may apply to a Conversion Payout are (a) an instant payout fee the Seller elects to incur under Section 14.3, (b) an amount properly offset under Section 10, and (c) backup withholding required under Section 13.2.

8.6 No acceleration or advance. Telure does not advance, factor, lend against, or accelerate a Conversion Payout before the Dispute Window closes, and does not offer early payout for a fee.

8.7 Payout prerequisites. Release of a Conversion Payout requires that the Seller has completed Stripe Connect onboarding, satisfied identity verification, provided a valid Payout Method, and delivered the tax documentation required under Section 13.6. Where any of these is outstanding, the Conversion remains a Verified Conversion, the funds remain reserved, and release occurs promptly after the outstanding item is completed, subject to Section 15.

9. Chargebacks, Reversals and Negative Balances

9.1 Client responsibility. A Client is responsible for every chargeback, ACH return, reversal, or other funding failure affecting a funding transaction into its Client Funding Account, together with any fee the Payment Processor or a financial institution assesses in connection with it.

9.2 Effect on balances. A chargeback, return or reversal reduces the Client Funding Account by the amount reversed plus any associated fee. If the reduction exceeds the Available Balance, the result is a Negative Balance.

9.3 Negative Balance. A CLIENT MUST REPAY A NEGATIVE BALANCE IMMEDIATELY ON NOTICE. WHILE A NEGATIVE BALANCE EXISTS, EVERY CONTRACT LISTING OF THE CLIENT IS SUSPENDED, THE CLIENT MAY NOT POST A NEW CONTRACT LISTING, AND TELURE MAY DEBIT ANY FUNDING METHOD THE CLIENT HAS STORED WITH THE PAYMENT PROCESSOR FOR THE AMOUNT OF THE NEGATIVE BALANCE AND ANY ASSOCIATED FEE. THE CLIENT AUTHORIZES THOSE DEBITS.

9.4 Contesting a chargeback. Telure may contest a chargeback on the Client's funding transaction using the Platform's records. A Client will cooperate with, and will not oppose, Telure's response to a chargeback on a funding transaction that funded a Verified Conversion.

9.5 Costs and late amounts. An unpaid Negative Balance accrues interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law, from the date of notice until paid. The Client is responsible for Telure's reasonable costs of collection, including collection agency fees and reasonable attorneys' fees.

9.6 Sellers are not exposed to Client chargebacks. A Conversion Payout already released for a Verified Conversion is not reversed, reduced, or reclaimed because of a chargeback, return, reversal, or non-payment by the Client. A Seller's Conversion Payout may be recovered only on a ground stated in Section 10.

9.7 Returned Seller payouts. If a Conversion Payout is returned because of an invalid, closed, or incorrect Payout Method, the amount is credited back to the Seller's Stripe connected account balance and re-released after the Seller corrects the Payout Method. Section 15 applies if the Seller does not correct it.

10. Clawback and Offset

10.1 Clawback right. TELURE MAY RECOVER A CONVERSION PAYOUT ALREADY RELEASED, AND MAY OFFSET THE AMOUNT RECOVERABLE AGAINST FUTURE CONVERSION PAYOUTS OTHERWISE OWED TO THE SAME SELLER, WHERE TELURE DETERMINES THAT THE CONVERSION WAS FABRICATED, FALSIFIED, PROCURED BY FRAUD, A DUPLICATE THAT EVADED DETECTION, OR OBTAINED THROUGH A VIOLATION OF THE TELURE CALLING COMPLIANCE POLICY, THE TELURE CALL RECORDING CONSENT AND DISCLOSURE, OR APPLICABLE LAW. THE SELLER AUTHORIZES THAT OFFSET.

10.2 Notice and response. Before exercising a clawback, Telure will give the Seller notice through the Platform stating the Conversion at issue, the ground, and the amount. The Seller has seven (7) calendar days from that notice to respond and submit evidence. Telure will issue a written determination within seven (7) calendar days after the response period closes.

10.3 Lookback limits. Telure may not initiate a clawback more than twelve (12) months after the Conversion Payout was released, except where the ground is fabrication, falsification, or fraud, in which case no lookback limit applies.

10.4 Limits on offset. Offset under this Section is subject to the following limits:

(a) the total amount offset may not exceed the sum of the affected Conversion Payouts plus any chargeback, reversal or processor fee Telure actually incurred as a direct result of the affected Conversion;

(b) where the ground is a duplicate that evaded detection, an administrative error, or a good-faith reporting error, Telure may withhold no more than fifty percent (50%) of any single Conversion Payout until the amount is satisfied;

(c) where Telure determines the ground is fabrication, falsification, or fraud, Telure may withhold up to one hundred percent (100%) of Conversion Payouts until the amount is satisfied;

(d) Telure may not offset while the Seller's timely response under Section 10.2 is pending, or while a challenge to the determination is pending under the dispute resolution provisions of the Telure Seller Agreement, except where the ground is fabrication, falsification, or fraud;

(e) Telure may not offset against amounts owed to the Seller that do not arise under these Payment Terms; and

(f) Telure does not impose a penalty, liquidated damages, or a fee in connection with a clawback beyond the amounts described in (a).

10.5 Direct repayment. If the Seller has no future Conversion Payouts against which to offset, or the offset limits in Section 10.4 leave an unsatisfied balance, the amount is immediately due from the Seller on demand. Telure may pursue recovery, and Section 9.5 applies to interest and costs.

10.6 Client credit. Where Telure recovers an amount under this Section that relates to a Client Charge the Client funded, Telure credits the Client Funding Account with the Conversion Payout portion recovered and, where the Platform Fee was collected on that Conversion, reverses the Platform Fee to the Client Funding Account as well.

10.7 Other consequences. A clawback determination on a ground of fabrication, falsification, fraud, or compliance violation is grounds for Deactivation under the Telure Seller Code of Conduct, Rating and Deactivation Policy, and may be referred to law enforcement.

11. Client Non-Payment, Insufficient Funds and Suspension

11.1 Insufficient Available Balance. If a Client's Available Balance falls below the Minimum Balance, the automatic Listing pause in Section 4.5 applies immediately. The pause is automatic and is not a waiver of any other remedy.

11.2 Failure to restore. If a Client does not restore the Minimum Balance within ten (10) calendar days after the pause, Telure may close the Client's paused Contract Listings, may suspend the Client's access to the Platform, and may terminate the Telure Client Agreement in accordance with its terms.

11.3 Conversions in flight. A Conversion reported while the Client's Available Balance was sufficient to fund the Client Charge is fully funded by the corresponding Reserved Amount and is unaffected by a later pause, suspension, Negative Balance, or termination. A Conversion reported after a pause, arising from Sales Services or a meeting commenced or scheduled before the pause, remains the Client's obligation, and the Client must fund the Client Charge within five (5) business days of notice; Telure may debit any stored funding method for that amount.

11.4 Telure's option to fund. Telure may, in its sole discretion and without obligation or precedent, release a Conversion Payout for a Conversion described in the second sentence of Section 11.3 from its own funds. Where Telure does so, Telure is subrogated to the Client's obligation and may recover the full Client Charge from the Client, together with interest and costs under Section 9.5.

11.5 No Seller exposure. A Seller is not responsible for, and bears no loss from, a Client's failure to fund, insufficient balance, Negative Balance, suspension, insolvency, or termination.

11.6 Reinstatement. Telure may condition reinstatement of a suspended Client on repayment of all amounts owed, a higher Minimum Balance, a different funding method, or additional verification.

12. Refunds

12.1 Return of unused balance. A Client may request return of its Available Balance at any time through the Platform. Telure will return the requested amount, less any Reserved Amount, any Negative Balance, and any amount owed to Telure, within ten (10) business days of the request, to the funding method from which the funds originated where practicable and otherwise to a bank account the Client designates and verifies.

12.2 Reserved Amounts. A Reserved Amount is not refundable while reserved. It is returned to the Available Balance automatically if the corresponding Dispute is upheld, or if the Conversion Report is withdrawn, rejected, or found ineligible.

12.3 Verified Conversions are final. A Client Charge applied to a Verified Conversion is not refundable, and the Platform Fee on a Verified Conversion is not refundable, except where Telure reverses the transaction under Section 10.6 or where Telure determines an administrative error occurred.

12.4 Platform Fee on upheld Disputes. No Platform Fee is charged on a Conversion for which a Dispute is upheld in full. On a partial resolution, the Platform Fee is charged only on the released amount.

12.5 Credits. Telure may issue a Client Funding Account credit in resolution of a service issue. A credit is usable only to fund Client Charges, is not cash, is not redeemable for cash, is not transferable, and is not returned under Section 12.1.

13. Taxes

13.1 Each party bears its own taxes. Each Seller and each Client is responsible for determining and paying all taxes arising from its own activity, including income tax, self-employment tax, franchise tax, gross receipts tax, and any estimated tax payments due.

13.2 No withholding by Telure. Telure does not withhold income tax, employment tax, self-employment tax, or any other tax from a Conversion Payout, and does not remit any such tax on a Seller's behalf, except that Telure will apply backup withholding at the rate required by law where the Internal Revenue Service directs it or where a Seller fails to furnish a correct taxpayer identification number. A Seller who is subject to backup withholding receives the Conversion Payout net of the amount withheld, and Telure reports and remits the withheld amount as required.

13.3 Independent contractor status. A Seller is an independent contractor. No Conversion Payout is a wage, salary, commission paid by an employer, or other employee compensation, and Telure does not provide, withhold for, or contribute to any employee benefit, unemployment insurance, or workers' compensation coverage in connection with a Conversion Payout.

13.4 Taxes on the Platform Fee. The Platform Fee is stated exclusive of sales, use, excise, gross receipts, value-added, telecommunications, or similar transaction taxes. Where any such tax applies to the Platform Fee or to the Platform services, the Client is responsible for it, and Telure will collect and remit it in addition to the Platform Fee where Telure is required to do so. If a Client is exempt, it must furnish a valid exemption certificate before the exemption is applied. If a Client is required by law to withhold any amount from a payment to Telure, the amount payable is increased so that Telure receives the amount it would have received absent the withholding.

13.5 Information returns. Telure furnishes and files information returns in respect of Conversion Payouts as required by law. Delivery of tax forms is made through Stripe as described in the Telure Payment Processing Terms (Stripe Connect). The Telure Contractor Tax Information and Information Return Procedure governs Telure's internal handling of tax documentation.

13.6 Tax documentation as a condition of payout. A Seller must furnish a complete and correct Internal Revenue Service Form W-9, and any other tax documentation Telure or the Payment Processor requires, before the first Conversion Payout is released. A Seller must promptly furnish a corrected form on any change of name, entity type, address, or taxpayer identification number. Telure may hold a Conversion Payout until required tax documentation is on file and validated.

14. Currency and Payout Eligibility

14.1 United States dollars. All amounts on the Platform, including the Conversion Payout, the Client Charge, the Platform Fee, and Client Funding Account balances, are denominated and settled in United States dollars. Telure does not convert currency and does not support multi-currency funding or payout.

14.2 United States payouts only. Conversion Payouts are made only to a Seller who is a United States person for tax purposes, who is located in the United States, and who maintains a Payout Method at a financial institution located in the United States and capable of receiving domestic ACH credits. Telure does not make international payouts, does not pay to a foreign bank account, and does not pay through a correspondent bank.

14.3 Payout method and instant payout. A Seller elects its Payout Method through Stripe Connect. Where Stripe makes an instant payout option available and the Seller elects it, the Seller bears the instant payout fee Stripe charges, which is deducted by Stripe from the amount transferred. Standard payouts carry no Telure fee.

14.4 Prohibited methods. Telure does not pay by cash, check, money order, gift card, digital asset, virtual currency, prepaid instrument, or payment to a third party, and does not fund a Client Funding Account from any of those sources.

15. Unclaimed Funds and Escheatment

15.1 Unclaimed Conversion Payouts. A Conversion Payout is unclaimed if the Seller has not completed Stripe Connect onboarding, has not provided a valid Payout Method, or the payout has been returned and not corrected, and the condition persists after Telure's notices under Section 15.2.

15.2 Notice. Telure will notify the Seller at the email address on file and through the Platform at least three times over a period of not less than sixty (60) days, and will make a further attempt not less than thirty (30) days before any remittance under Section 15.3.

15.3 Escheatment. Funds that remain unclaimed after the applicable dormancy period will be reported and remitted as unclaimed property to the state of the Seller's last known address as shown in Telure's records, or, where no address is available, to the state of Telure's incorporation, in each case in accordance with the applicable unclaimed property law. Telure will maintain the records required by that law.

15.4 No dormancy fee. Telure does not charge a dormancy, inactivity, maintenance, or service fee against an unclaimed Conversion Payout or an inactive Client Funding Account balance.

15.5 Claiming before remittance. A Seller may claim an unclaimed Conversion Payout at any time before it is remitted by completing onboarding and providing a valid Payout Method. After remittance, the Seller must claim the funds from the state that received them.

15.6 Inactive Client Funding Accounts. A Client Funding Account balance that remains with no funding, Contract Listing, or withdrawal activity is handled in the same manner as Section 15.2 and Section 15.3 provide, applied to the Client.

16. Recordkeeping, Statements and Error Resolution

16.1 Records. Telure maintains records of every funding transaction, reservation, release, Platform Fee, Dispute, determination, clawback, offset, refund, and adjustment.

16.2 Statements. Telure makes available in the Platform, for each Client, a running statement of funding transactions, Reserved Amounts, Client Charges, Platform Fees, and Available Balance, and, for each Seller, a running statement of Conversion Reports, Verified Conversions, Conversion Payouts released, payout dates, and any offsets applied. Statements are available for download and are updated at least daily.

16.3 Retention. Telure retains money-movement records for not less than seven (7) years, and retains tax documentation and information return records for not less than four (4) years after the due date of the related return or the date the related tax was paid, whichever is later.

16.4 Error notice. A Seller or Client must notify Telure of a suspected error in a statement within sixty (60) days after the item first appears in the statement. Telure will investigate and respond within ten (10) business days, and will correct any error it confirms. An item not disputed within the sixty (60) day period is deemed correct, except where the item results from Telure's fraud.

16.5 Cooperation. Each Seller and Client will provide information Telure reasonably requests to satisfy a legal, tax, audit, sanctions screening, anti-money-laundering, or Payment Processor requirement, and Telure may hold a payout or a funding transaction while a request is outstanding.

17. Changes to Fees and to These Payment Terms

17.1 Fee changes. Telure may change the Platform Fee percentage on not less than thirty (30) days' notice to Clients through the Platform and at the Client's registered email address.

17.2 Listings in flight. A change to the Platform Fee percentage does not apply to a Contract Listing that is live when the notice is given until the later of the end of the notice period and the date the Client next edits that Contract Listing. A change to the Platform Fee percentage never reduces a Conversion Payout stated in a live Contract Listing.

17.3 Changes to these Payment Terms. Telure may amend these Payment Terms on not less than thirty (30) days' notice, given through the Platform and at the party's registered email address. Continued use of the Platform after the effective date of an amendment constitutes acceptance. A party that does not accept an amendment may stop using the Platform and request return of its Available Balance under Section 12.1 or completion of its outstanding Conversion Payouts.

17.4 Immediate changes. Telure may make a change effective immediately, on notice, where the change is required by law, by a regulator, by a card network rule, or by the Payment Processor, or where it is necessary to address a security or fraud risk.

17.5 No retroactive effect. No amendment applies retroactively to a Conversion that has already become a Verified Conversion or to a Conversion Payout already released.

18. General

18.1 Governing law and dispute resolution. These Payment Terms are governed by the law of the State of Delaware, without regard to conflict of laws principles. Any dispute arising out of or relating to these Payment Terms is resolved under the dispute resolution provisions of the agreement through which the party accepted these Payment Terms: the Telure Seller Agreement for a Seller, and the Telure Client Agreement for a Client. Those provisions include binding individual arbitration, a class and collective action waiver, an opt-out right, and the carve-outs stated there, and they apply to these Payment Terms with equal force.

18.2 Survival. Sections 3, 9, 10, 13, 15, 16, and 18 survive termination of the Telure Seller Agreement or the Telure Client Agreement. These Payment Terms continue to apply to every transaction initiated before termination until that transaction is fully resolved, including release of a Conversion Payout for a Conversion reported before termination.

18.3 Severability. If any provision of these Payment Terms is held unenforceable, it is modified to the minimum extent necessary to be enforceable, or severed if it cannot be modified, and the remaining provisions continue in effect.

18.4 Assignment. Neither a Seller nor a Client may assign these Payment Terms or any right or obligation under them without Telure's prior written consent. Telure may assign these Payment Terms to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets.

18.5 Notices. Notices to Telure under these Payment Terms are given to legal@telu.re. Operational notices may be given to support@telu.re. Notices to a Seller or Client are given through the Platform and to the email address on file, and are effective when sent.

18.6 No waiver. No failure or delay by Telure in exercising a right under these Payment Terms operates as a waiver of that right, and no single or partial exercise precludes any other or further exercise.

18.7 Entire agreement. These Payment Terms, together with the Telure Payment Processing Terms (Stripe Connect), the applicable Contract Listing, and the Telure Seller Agreement or Telure Client Agreement, constitute the entire agreement of the parties on the subject matter of these Payment Terms and supersede all prior understandings on that subject matter.

18.8 Headings. Headings are for convenience and do not affect interpretation.

TELURE, INC.

By: ______________________________

Name: [FOUNDER FULL LEGAL NAME]

Title: ______________________________

Date: ______________________________

ACCEPTED BY PLATFORM PARTICIPANT

By accepting the Telure Seller Agreement or the Telure Client Agreement, the undersigned accepts these Telure Payment, Escrow and Payout Terms.

Signature: ______________________________

Name: ______________________________

Title (if a business): ______________________________

Entity (if a business): ______________________________