Marketplace Addendum

To facilitate financing for your ecommerce activities through each Marketplace that you use, you agree to the following terms and conditions (the “Marketplace Addendum”):
‍

Marketplace Access

You will provide Parker with an administrative or finance role in each Marketplace sufficient to:

Permit Parker to view and change the payment instructions for payments from the Marketplace
View and download all transaction, earnings, and settlement data provided by the Marketplace regarding your business
View the status of any customer disputes regarding your transactions on the Marketplace
View the status of your account with the Marketplace

You will provide Parker with any login credentials or other information or materials necessary to access each of your Marketplace Accounts in such role and take all reasonable actions requested by Parker to permit Parker to use each of Marketplace Accounts as described herein.
‍

You authorize Parker to change the payment instructions for payments from the Marketplace to direct Marketplace payments to Parker for any amounts owed to Parker and for any amounts owed to any bank or other financial institution offering a Parker-branded product (each a “Parker Bank Partner”).

‍

You shall keep each of your accounts with a Marketplace open and in good standing.

‍

You shall take no action that would interfere with Parker’s ability to access each of your Marketplace accounts or to direct payment from each of your Marketplace accounts.

‍

If payment by a Marketplace is suspended, frozen, or otherwise paused, you shall notify Parker promptly and take commercially reasonable action to have the Marketplace release payments to Parker.

‍

BI App Access

You agree to take all actions necessary for Parker to have access to each BI App and to be able to view the information that you could obtain through each BI App.

Representations and Warranties

You represent and warrant to Parker on each day during the term of this Marketplace Addendum that:

No Marketplace has alleged any material defect in your performance of your duties to the Marketplace.
No Marketplace or provider of a BI App has alleged that you have breached the Marketplace’s or BI App’s terms of use (as applicable).
There is no material defect in your performance of any of your duties to any Marketplace.
You are not in material breach of any Marketplace’s or BI App’s terms of use.

Term

The term of this Marketplace Addendum begins when you consent to it and continues until terminated by Parker in writing.

Indemnification

You will defend and indemnify Parker and each Parker Bank Partner, and their respective affiliates, agents, employees, and service providers (collectively, the “Indemnified Parties”) from and against all incurred losses (including, without limitation, reasonable attorney’s fees) by any of the Indemnified Parties related to any action, threatened action, suit, claim, proceeding or governmental investigation, regardless of merit, brought by any third party against one or more Indemnified Parties arising out of or related to:

Your breach of any obligation, representation, warranty, or covenant in this Marketplace Addendum
Any actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property rights
Gross negligence, fraud, or intentional misconduct by you
Your violation of applicable law

Definitions

BI App means each business intelligence, analytics, finance, or similar software account identified in your request for one or more Parker-branded products.
Marketplace means each ecommerce marketplace and each mobile or other software application store through which you conduct business.
Parker means Parker Group, Inc.
You, your, and yours means the business that has requested one or more Parker-branded products and is electronically agreeing to this Marketplace Addendum.