Purpose

The purpose is to provide information to merchants and their users on applicable federal consumer financial protection laws related to consumer loans, and provide best practices to comply with such laws. The Platform Administrator expects all merchants and their users to treat all individuals fairly and equitably in offering access to lending options and accepting applications from consumers. FinMkt^® will not condone any unlawful discrimination or any unfair, deceptive or abusive treatment in merchant’s interactions with applicants. Every potential applicant should be treated fairly and consistently without regard to race, color, religion, sex, natural origin, marital or familial status, age, handicap, receipt of public assistance, sexual orientation, gender identity, military or veteran status, or good faith exercise of rights under the Consumer Credit Protection Act.

Merchant’s Obligations and Responsibilities

a.  Merchant’s obligations and responsibilities relating to the FinMkt^® Platform are described in the Merchant Agreement, the training materials provided by Platform Administrator and these Operating Instructions. These obligations and responsibilities include the following:

1. Ensuring all employees, agents or subcontractors of the merchant are advised of the requirements related to utilizing the FinMkt^® Platform to the merchant's customers. All employees, agents or subcontractors of the merchant must complete orientation and training provided by Platform Administrator.

2. To follow state and federal anti-discrimination laws. It is illegal for you to discriminate in any aspect of presenting a Financing Product based on certain personal characteristics of a prospective applicant.

3. Specifically, federal law prohibits you from treating consumers or prospective consumers differently or discriminating based on the following: Race, Age, Color, Religion, National Origin, Receipt of income from public assistance program, Sex, Marital Status or good faith exercises of rights under the Consumer Credit Protection Act.

4. State law may also protect other categories, such as sexual orientation. You are responsible for knowing and complying with all anti-discrimination laws in your state and locality applicable to your business.

5. Promoting the Financing Products in a legally compliant, accurate, complete, fair and unbiased way and maintaining reasonable policies and procedures to ensure ongoing compliance with the Merchant Agreement, these Operating Instructions and any applicable laws.

6. Ensuring all employees, agents or subcontractors of the merchant are describing any Financing Products with material approved by the Platform Administrator.

7. Ensuring only authorized persons who have completed the Platform Administrator’s orientation and training related to the Financing Products and use of the FinMkt^® Platform.

8. Ensuring any loan funds are used only in connection with the purchase of approved products and services.

9. When providing a choice of payment options, clearly disclose any limitations, conditions, or restrictions to enable the consumer or prospective consumer to make an informed choice.

10. Offer credit options to all consumers, or prospective consumers.

11. Allow all consumers or prospective consumers to apply for financing.

12. Allow all consumers or prospective consumers to apply for all available promotional offers.

13. Make the same credit offers to your consumers or prospective consumers at all retail locations, if applicable.

14. Provide the consumer or prospective consumer the opportunity to review the loan agreement (promissory note) to ensure they understand the terms of the loan and their obligations with respect to the loan.

15. Take reasonable measures to prevent fraudulent activity by any merchant user (including any of its employees, agents, or subcontractors), applicant or borrower regarding any loan or loan funds, including verifying the identification of each individual applying for any of the Financing Products.

16. Cooperation with the Platform Administrator investigating and remediating any escalations, complaints and disputes about merchant and/or merchant users by responding within five (5) business days, or such shorter time as required by the Agreement, to any request for information related to merchant’s participation on FinMkt^® Platform.

17. Ensuring any information a merchant receives regarding a consumer or prospective consumer is considered and treated as strictly confidential.

18. Ensuring the merchant and its users send application links directly to its consumers or prospective consumers to allow the consumers to solely input their personal identifiable information.

19. Ensuring the consumers or prospective consumers clearly understand they are applying for financing and their credit may be checked and affected.

20. Inform consumers or prospective consumers that an application will create a soft inquiry on their credit report, and if a financing offer is accepted, a hard inquiry on their credit report.

21. Inform consumers or prospective consumers any hard credit report inquiry could negatively impact their credit score, and direct consumers to disclosures pertaining to credit checks in the consumer application.

22. Reasonable accommodations requested by consumers with disabilities should be made.

23. Provide to the Platform Administratorin a timely manner all information relating to merchant’s participation in the Financing Products and any consumer or prospective consumer as set forth herein and otherwise requested by the Platform Administrator or any of its lending partners.

24. With regards to any documents or forms provided to, or to be executed by, a consumer or prospective consumer or which constitute a disclosure required by the Platform Administrator or by law in connection with the Financing Products; the merchant will only use such documents and forms approved in writing by, the Platform Administrator (and only using the latest version thereof) and without editing any such documents or forms, unless the Platform Administrator provides prior written consent.

25. Conduct business with consumers or prospective consumers on a legal, respectful, ethical, and fair basis.

26. Comply with all local, state and federal marketing and telemarketing laws, regulations and rules, including but not limited to the Telephone Consumer Protection Act and the Truth in Lending Act.

27. Use your best efforts to ensure the customer has the mental capacity to read and understand the application and financial terms of any Financial Products. If a consumer or prospective consumer exhibits a sign of reduced mental capacity (e.g., dementia, Alzheimer’s, etc.), the person may not be mentally competent to proceed with a transaction.

28. Take special care when selling to elderly or disabled consumers or prospective consumers, and be prepared to take additional actions when required by Platform Administrator to confirm any consumer’s understanding of the Financing Product.

29. Protect all consumers, especially those in protected classes, from any undue influence that could lead to adverse purchasing, pricing, or financing decisions.

30. With respect to any applicant, but particularly elderly homeowners 65 years of age or older (and without limitation of other obligations hereunder), (a) fully disclose and not misrepresent applicable information about the products and installation services, (b) not engage in unfair, deceptive or abusive acts or practices, and (c) not discriminate based on age regarding any aspect of the services performed.

31. Ensure your advertisements and marketing materials are complete and accurate as required by law.

32. Seek to always provide quality products, workmanship and services best suited to your consumer’s needs.

33. Maintain a separate agreement with each consumer that covers the product or service being delivered by you.

34. Maintain proper licensing, bonding, and insurance, as applicable, necessary to deliver products or services to consumers.

35. Obtain all legally required permits or approvals from any authority or jurisdiction that has provided guidelines, standards, regulations, or other requirements over the work being performed, as applicable.

b. Merchant (all employees, agents or subcontractors) and its users’ other obligations and        responsibilities are to NOT:

1. Fill out any consumer or prospective consumer applications; as the consumer or prospective consumer should do so.

2. Prepare or provide any written materials regarding the program other than those provided or approved in writing by the Platform Administrator.

3. Pressure or steer its consumers or prospective consumers to finance their purchase or select any particular product of the Financing Products.

4. Make a funding request from a lender unless entitled to do so under your contract with the consumer.

5. Demand a down payment that exceeds your applicable state or local laws.

6. Assume credit worthiness based on individual’s appearance.

7. Make claims, representations or statements that mislead customers about the cost, value, availability, cost savings, benefits, or terms of the product or service.

8. Should not make any statement or implication that credit is free or will not affect consumer’s, or prospective consumer’s, credit score.

9. Use certain words or phrases that are prohibited by any laws or regulations when discussing financing (see training materials for prohibited phrases).

10. Make any statement or implication that approval for financing is guaranteed.

11. Take advantage of vulnerable consumers including adults over 60 years old, mentally or physically disabled adults, or those who do not speak English as their primary language.

12. Should never store, keep or note any of the consumer’s, or prospective consumer’s, personal identifiable information.

Marketing Requirements

a. Marketing Guidelines

1. FinMkt^® Platform enables your consumer or prospective consumers to apply for Financing Products from our lending partners. Merchant, at its sole expense, shall create and produce Marketing Materials to promote the Platform Administrator and Financing Products. Merchant shall provide copies of all Marketing Materials to Platform Administrator for review and approval as soon as practicable (which approval will not be unreasonably withheld, delayed or conditioned), but no less than seven (7) business days prior to their first intended use. Any Marketing Materials that are not in English shall be accompanied by an English translation translated by a translator acceptable to Platform Administrator, and the English translation shall control. The Platform Administrator will provide a written statement of approval or disapproval, with the reasons for disapproval, within seven (7) business days of receipt. Merchant shall not use or otherwise disseminate the Marketing Materials to third parties until it has received approval by Platform Administrator. Any Marketing Materials using a Trademark must comply with the Trademark usage policies of Platform Administrator and any Lending Partners to be attached as an exhibit as amended from time to time at the discretion of the Party owning the Trademark. Merchant represents and warrants that the English translation of any Marketing Materials submitted to the Platform Administrator will be accurate in all material respects.

b. Marketing Reviews

1. The Program Administrator may conduct periodic reviews of your website, online marketing collateral, printed collateral, or other materials/media. If selected for a review, you must provide any documentation requested and make any changes to marketing materials as required by the Program Administrator following the review and by no later than five (5) business days from request.

Confidentiality

Merchant shall keep confidential and not disclose to any person (except to employees, officers, shareholders, members, partners, directors, managers or other representatives of merchant who are engaged in the implementation and execution of the FinMkt^® Program) all information, software, systems and data that merchant receives from Platform Administrator or from any other source relating to the FinMkt^® Program and matters that are subject to the terms of this Agreement and shall use, and cause to be used, such information solely for the purposes of the performance of merchant’s obligations under the terms of this Agreement.

Termination and Suspension

a. Platform Administrator may elect to terminate, or suspend for any time period, without cause at any time for any reason.

b. In addition to the right of termination under this Section 5 and in the Merchant Agreement, Platform Administrator may immediately suspend merchant’s ability to submit new funding transactions on approved loans or submit new credit applications pursuant to these Operating Instructions and the Merchant Agreement. The Platform Administrator will use commercially reasonable efforts to notify the merchant promptly after such suspension. The duration of such suspension shall be at the Platform Administrator’s sole discretion.

c. In the event merchant is suspended and/or terminated by Platform Administrator, the provisions of the Merchant Agreement shall remain in full force and effect as to all transactions, including but not limited to, refunds of the borrower loan proceeds and applicable fees owed to Platform Administrator after Merchant’s termination.

Audit Rights

Merchant agrees to permit Platform Administrator to examine, upon reasonable notice, Merchant’s books and records concerning merchant’s participation in the FinMkt^® Program or any credit application or transaction giving rise to any Transaction Request or Financing Product and to provide Program Administrator, at the direction and under the control of Lending Partners, with such further information as may reasonably be required concerning Merchant’s participation in the FinMkt^® Program or any credit application or transaction.

Account Security

Merchant agrees that it has developed, implemented and will maintain at all relevant times contemplated by these Operating Instructions and Merchant Agreement effective information security policies and procedures that include administrative, technical and physical safeguards designed to (i) ensure the security and confidentiality of any consumer’s, or prospective consumer’s information, (ii) protect against anticipated threats or hazards to the security or integrity of consumer’s, or prospective consumer’s information, (iii) protect against unauthorized access or use of consumer’s, or prospective consumer’s information, and (iv) ensure the proper disposal of consumer’s, or prospective consumer’s information. All personnel handling consumer’s, or prospective consumer’s information, shall be appropriately trained in the implementation of such information security policies and procedures. Each party shall regularly audit and review its information security policies and procedures and systems to ensure their continued effectiveness and determine whether adjustments are necessary in light of circumstances, including changes in technology, customer information systems or threats or hazards to consumer’s, or prospective consumer’s information.

Merchant agrees that Platform Administrator, at the direction and under the control of lending partners, may at any time upon notice to merchant, review and audit merchant’s information security policies, procedures and systems to verify their adequacy for protection of consumer’s, or prospective consumer’s information. Merchant will promptly correct any weakness in such policies, procedures or systems identified by Platform Administrator in its reviews thereof .