End User Terms of Service

Effective date: September 8, 2025 Welcome to Subtotal! Through our Subtotal Link Service, we allow you and other end users (“Users”) to connect the accounts you have with retailers, marketplaces, shopping providers and platforms, and delivery services (“Retailers”) with Subtotal customers, which include the apps and websites you use, such as those of consumer packaged goods brands whose products are sold in retail (“Customers”). As further discussed below, this allows Customers (and Customers’ authorized service providers) to access your purchase history and other information about you as described in our End User Privacy Policy, the terms of which are incorporated herein by reference. These Terms of Service (“Terms”) form a legally binding agreement between you and Subtotal, Inc. (together with our affiliates, “Subtotal,” “we,” “our,” or “us”) concerning your access to and use of our website, online tools, applications, and services (collectively, the “Services”). Please read these Terms carefully. They include important information relating to your use of the Services, including limitations of liability, a class action waiver, and provisions for resolving disputes through arbitration on a mandatory basis unless you opt out. You agree that by accessing the Services, you have read, understood, and agreed to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. These terms do not apply to the Services we provide to our Customers. Those Services are governed by our Services Agreement. Except for the Section entitled “Mandatory Arbitration and Class Action Waiver” below, which provides for binding arbitration and waiver of class action rights, we reserve the right to revise these Terms, at our sole discretion, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services after any such update constitutes your binding acceptance of such changes, except where applicable law requires additional notice regarding such updates, in which case we will comply with such requirements.

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Account Registration

In order to use certain parts of the Services, you may be required to register for an account (“User Account”) on behalf of yourself and/or on behalf of any entity, organization, or individual for which you are registering. You are responsible for ensuring that all required registration information you submit is truthful and accurate, and that your contact information (including email address and phone number) is current. You are solely responsible for maintaining the confidentiality and security of your User Account login information. You agree not to share your login credentials or access to your User Account with anybody or to create more than one account. We are not liable for any losses incurred by you or any party as a result of the unauthorized use of your User Account. You agree to notify us immediately of any known or suspected unauthorized use. Through our Subtotal Link Service, you will be able to link certain of your existing accounts with Retailers so that Subtotal can receive information about purchases you make with such Retailers, in accordance with any applicable privacy settings or choices you may make. Subtotal will disclose such purchase information to Customers and their authorized service providers for purposes of those Customers providing you with personalized experiences such as rewards, promotions, rebates, and offers. In linking your Retailer accounts, you represent and warrant that you are the true owner of such accounts and that you have all rights to, and grant us consent to access, such Retailer accounts for purposes of providing the Services. You can disable access to your Retailer accounts at any time by emailing us at support@subtotal.com.

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Eligibility

You may only use the Services if you can form a binding contract with Subtotal (either on behalf of yourself or the entity you represent), and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. You must be at least 18 to use the Services. You cannot access or use the Services if you (or your User Account) have previously been suspended or removed from Subtotal.

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Intellectual Property

License Grant in Services. Subject to the terms and conditions herein, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the permitted personal uses described herein. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms. License Grant in User Data. You grant Subtotal a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use any data you provide, upload, or submit through the Services, or that is otherwise collected through your use of the Services (collectively, “User Data”), in order for us to provide the Services to our Customers and for other purposes consistent with our End User Privacy Policy. This license includes the right to sublicense your User Data to our Customers for the uses described in our End User Privacy Policy. Reservation of Rights. As between you and Subtotal, the Services, including without limitation any content, data, organization, graphics, design, compilation, magnetic translation, sound, artwork, computer code, digital conversion, logos, names, patents, trademarks, service marks, product and service names, slogans, copyrights, and all the intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Subtotal, its Customers, or its licensors (as applicable). Nothing in these Terms shall be interpreted to provide you with any rights in the foregoing, except the limited right to use the Services as expressly set forth herein. Feedback. From time to time, you may provide us with comments, suggestions, or ideas for enhancements, improvements, changes, or additions to the Services or our business in general, including ideas for new features, materials, and other content (“Feedback”). By providing us Feedback, you grant us exclusive ownership of the Feedback and of all intellectual property rights and other rights in it, and you will provide us with reasonable cooperation in documenting this grant. Subtotal has no obligation to do anything with Feedback, but we will have the full, worldwide, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback via all forms of media, distribution methods, and technology now known or later developed, for any purposes, commercial or otherwise, and to transfer or license our rights in the Feedback, without notice, acknowledgement, or compensation to you.

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Prohibited Uses

In using the Services, you agree that you shall not, and shall not encourage, assist, or enable any third party to:

• reproduce, duplicate, modify, copy, adapt, distribute, transmit, display, sell, rent, lease, loan, transfer, publish, create derivative works from or otherwise exploit for any purpose the content, software, products, services, or data found in or on the Services;
• alter or tamper with any materials on or associated with the Services;
• engage in any activity that could cause us to violate any applicable law, statute, ordinance, or regulation;
• engage in any conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, or otherwise violates any law or right of Subtotal, its Users, or any third party, including privacy rights, copyrights, or other intellectual property rights;
• submit, send, post, upload, or otherwise make available unsolicited or unauthorized advertising or commercial communications, such as spam, advertising, promotional materials, junk mail, chain letters, or any other form of solicitation;
• attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another User) to protect or restrict access to the Services;
• attempt to decipher, remove, decompile, disassemble, or reverse engineer any software or other underlying code in the Services, or use any network monitoring or discovery software to determine the Services architecture;
• remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services, or on any materials printed or copied from the Services;
• access, download, copy, or collect substantial quantities of data from the Services, whether by automated means (such as bots, spiders, or scrapers) or by manual means (including, without limitation, through repeated individual search queries, copying, or other manual efforts), for the purpose of, or with the effect of, aggregating, compiling, or creating a database or dataset derived from the Services, or in any other manner deemed by Subtotal, in its sole discretion, to be excessive, to exceed normal personal use, or to otherwise constitute prohibited data access or collection, it being understood that this prohibition applies regardless of the method used;
• take action that imposes, or may impose, in the discretion of Subtotal, an unreasonable or disproportionately large load on Subtotal’s infrastructure;
• collect or harvest, including by means of spidering or use of spyware, any data (including personally identifiable information) from the Services;
• resell or make any commercial use of the Services except as authorized hereunder without our prior written consent;
• impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide, or attempt to hide your identity;
• disrupt, overwhelm, attack, modify, or interfere with the proper working of the Services, or impede or interfere with others’ use of the Services;
• access any content in or on the Services through any technology or means other than those provided or authorized by the Services;
• transmit any viruses, malicious code, or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
• use any content on the Services in any manner that may infringe any intellectual property right, proprietary right, or property right of Subtotal or any third party;
• access the Services to build a similar or competitive website, application, product, or service; or
• use the Services in any way except as permitted by these Terms.

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Privacy

For information about our data practices, including our collection and use of your information, please see our End User Privacy Policy, which applies to your use of the Services and is incorporated by reference into these Terms.

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No Endorsement

Except where expressly and unambiguously stated otherwise, Subtotal does not endorse, warrant, or make any representation concerning any Customer or Retailer or their products or services. Customers are required to provide accurate information regarding the rewards or other benefits they may offer in connection with your decision to share your Retailer purchase history with them. Subtotal does not confirm, endorse, or make any representations regarding any Customer, Retailer, or the services they may offer. Subtotal has no obligation to mediate or help resolve disputes between Users and Customers and/or Retailers.

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Warranty Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES, AND SUBTOTAL HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SUBTOTAL, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS MAKE NO WARRANTIES THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) ANY DEFECTS OR ERRORS WILL BE CORRECTED. SUBTOTAL SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL ENABLE YOU TO OBTAIN ANY SPECIFIC RESULT. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE ADDITIONAL RIGHTS THAT VARY BY JURISDICTION.

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Additional Disclaimers

YOU ACKNOWLEDGE AND UNDERSTAND THAT SUBTOTAL DOES NOT MONITOR ANY CUSTOMER’S OR RETAILER’S (OR THEIR SERVICE PROVIDERS’) COMPLIANCE WITH LAWS, AND SUBTOTAL WILL NOT BE RESPONSIBLE FOR ANY LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO SUCH THIRD PARTIES’ CONDUCT. YOU ARE SOLELY RESPONSIBLE FOR ALL COMMUNICATIONS AND INTERACTIONS WITH CUSTOMERS, OTHER USERS OF SUBTOTAL, AND ANY OTHER PERSONS YOU COMMUNICATE OR INTERACT WITH AS A RESULT OF YOUR USE OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL SUCH COMMUNICATIONS AND INTERACTIONS. SUBTOTAL EXPLICITLY DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF ANY CUSTOMERS. SUBTOTAL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, SAFETY, SUITABILITY, OR LEGALITY (INCLUDING COMPLIANCE WITH APPLICABLE LAWS) OF ANY CUSTOMER OR THEIR PRODUCTS OR SERVICES. YOU UNDERSTAND AND AGREE THAT SUBTOTAL IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, ONLINE OR OFFLINE, OF ANY CUSTOMER.

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Indemnification

To the fullest extent permitted by law, you agree at your own expense to indemnify, defend, and hold harmless Subtotal, and its subsidiaries, agents, licensors, managers, and other affiliated companies, and each of their employees, contractors, agents, officers, and directors (collectively, the “Subtotal Entities”), from and against any and all claims, demands, actions, suits, damages, obligations, losses, liabilities, judgments, costs or debt, and expenses (including but not limited to attorneys’ fees) incurred in, arising out of, or in any way related to: (i) your breach or alleged breach of these Terms; (ii) your use of or access to the Services (or another User’s use of your User Account); (iii) content you submit, post, or transmit through the Services; (iv) any dispute between you and any third party (including without limitation any Customer); (v) your violation of any applicable law, rule, or regulation; and (vi) your negligence or willful misconduct. These indemnification obligations shall survive the termination of these Terms and your use of the Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any such dispute. You agree to cooperate fully with us in asserting any available defenses. You will not settle, compromise, or otherwise resolve any such claim without our prior written consent.

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Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SUBTOTAL ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON SUBTOTAL OR ARISING OUT OF OR WITH RESPECT TO ANY SERVICES PROVIDED BY SUBTOTAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SUBTOTAL ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF THE SUBTOTAL ENTITIES, ARISING FROM OR RELATING TO THE TERMS, THE SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO SUBTOTAL BY YOU HEREUNDER IN THE SIX (6) MONTH PERIOD WHICH IMMEDIATELY PRECEDES THE EVENT WHICH GIVES RISE TO THE CLAIM OF LIABILITY, OR ONE HUNDRED U.S. DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. IF YOU ARE AN INDIVIDUAL USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “WARRANTY DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

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Modification, Suspension, and Termination

Except as prohibited by applicable local legal requirements, we reserve the right to modify or discontinue the Services (or any portion thereof), temporarily or permanently, for any reason whatsoever, with or without notice. YOU AGREE THAT SUBTOTAL SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THE SERVICES OR ANY FEATURES OR PORTIONS THEREOF. We may, in our sole and absolute discretion, terminate, suspend, or otherwise deny your access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights granted to you herein with respect to the Services will immediately terminate. Upon termination of your use of or access to the Services, we will terminate your connections between Customers and Retailers and stop disclosing your purchase data to Customers. You can terminate use of the Services at any time by submitting a request to delete your account to support@subtotal.com. The termination or expiration of these Terms shall not affect those provisions which, by their nature, are intended to survive termination, including but not limited to, provisions relating to confidentiality, intellectual property rights, warranties and disclaimers, limitations of liability, indemnification, dispute resolution, and any accrued rights or obligations. All such provisions shall remain in full force and effect notwithstanding the termination or expiration of these Terms.

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Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT. Informal Dispute Resolution Procedure If a Dispute (as that term is defined below) arises between you and Subtotal, we are committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal Dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the Dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account, if applicable, to support@subtotal.com. The written description must be on an individual basis and provide, at minimum, the following information: your name; a detailed description of the nature or basis of the claim or dispute; the specific relief sought; why you believe you are entitled to such relief; and proof of your relationship with Subtotal. You and Subtotal agree, following receipt of the written description, to negotiate in good faith about the Dispute. If the Dispute is not resolved within sixty (60) days after receipt of the properly submitted written description of the Dispute, you and Subtotal agree to the further Dispute resolution provisions below. The parties are strongly encouraged, though not required, to engage in a good faith effort to resolve any Dispute through the aforementioned informal Dispute resolution process, including direct personal involvement by each party, prior to initiating any formal Dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal Dispute resolution process. Mutual Arbitration Agreement If the informal Dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes (except as expressly provided herein), subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to support@subtotal.com. If you are a Subtotal registered user, any demand initiating arbitration, whether filed by you or Subtotal, must include the email address you used to register with Subtotal. You agree that by using the Services in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against the Subtotal Entities arising out of, relating to, or connected in any way with Subtotal’s Services or these Terms, including the determination of the scope, enforceability, or applicability of this Arbitration Agreement (as defined below), including, but not limited to, any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment) (“Dispute”) will be resolved exclusively by final and binding arbitration in accordance with this Section (“Arbitration Agreement”). FOR THE AVOIDANCE OF DOUBT, THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THIS ARBITRATION AGREEMENT. THIS DELEGATION OF AUTHORITY TO THE ARBITRATOR IS INTENDED TO BE COMPREHENSIVE AND APPLIES EVEN IF A PORTION OF THIS ARBITRATION AGREEMENT IS OTHERWISE FOUND UNENFORCEABLE. This Arbitration Agreement is intended to be interpreted broadly, and it applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the subsection entitled “30-Day Right to Opt Out” and the subsection entitled “Changes” set forth herein. If you accept this Arbitration Agreement, then any previous arbitration agreement you had with Subtotal is superseded and any Disputes, regardless of when they arose, will be subject to the provisions of this Arbitration Agreement. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether (a) a complaining party has satisfied the Informal Dispute Resolution Procedure described in the subsection entitled “Information Dispute Resolution Procedure” above (including whether the written description contained all required information), (b) a party’s claims are time-barred, or (c) a party’s claims may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any arbitration related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action. Class Arbitration and Collective Relief Waiver YOU AND SUBTOTAL ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THE SUBSECTION ENTITLED “BATCH ARBITRATION” BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS SUBTOTAL PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. Arbitration Rules The arbitration will be administered by NAM and conducted before a sole arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer, and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Department at commercial@namadr.com. Arbitration Location and Procedure For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in New York, NY (unless otherwise agreed by the parties). The arbitrator shall apply Delaware law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Subtotal submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise. Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Subtotal (and your and Subtotal’s authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law). Batch Arbitration To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Subtotal (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with the allowance that multiple batches may be filed, processed, and adjudicated simultaneously, with reasonable administrative staging if necessary for efficient management of such proceedings (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Subtotal and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Subtotal and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Subtotal otherwise consents in writing, Subtotal does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this subsection entitled “Batch Arbitration.” If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled. The parties agree that this Batch Arbitration provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the Batch Arbitration provision is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Subtotal shall be entitled to arbitrate any claim that is a part of the Mass Filing. Mediation Following First Batch in a Mass Filing The results of the first batch of demands will be given to a NAM mediator selected from an initially proposed group of 5 mediators, with Subtotal and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Subtotal, the mediator, and the remaining claimants will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If they are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Subtotal or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in court. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Subtotal nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Opt out of arbitration under this subsection shall not be construed as opt out of the subsection entitled “Class Action Waiver” below. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing. Arbitrator’s Decision The arbitrator’s decision shall be controlled by the terms and conditions of these Terms and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Services. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section of these Terms as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any Dispute, except to preclude the same or similar claims from being re-arbitrated between the same parties. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration. Fees If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Subtotal will pay any filing and hearing fees in in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in the subsection entitled “Batch Arbitration”), provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge. Thirty (30)-Day Right to Opt-Out You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to support@subtotal.com with the subject line, “ARBITRATION OPT-OUT.” The notice must be sent within thirty (30) days of September 8, 2025, or your first use of Subtotal, whichever is later. Otherwise, you shall be bound to arbitrate Disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, Subtotal also will not be bound by it. If you opt-out of a new clause, the prior clause will continue to govern any Disputes between you and Subtotal, unless you had opted out of that clause as well. You agree that, if at some point in the future Subtotal removes this Arbitration Agreement, restoring the right to proceed in court, no opt out from that change is required. Subtotal will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Agreement pursuant to the requirements set forth in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Dispute Resolution” provisions by you and Subtotal. Changes Subtotal will provide thirty (30) days’ notice of any material changes to this “Mandatory Arbitration and Class Action Waiver” Section. Any such changes will go into effect thirty (30) days after Subtotal provides this notice and apply to all claims not yet filed regardless of when such claims may have accrued. If Subtotal changes this “Mandatory Arbitration and Class Action Waiver” Section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of Subtotal thirty (30) days after such change will be deemed acceptance of those changes. Severability If any part of this this “Mandatory Arbitration and Class Action Waiver” Section is found by a court of competent jurisdiction to be unenforceable, the court will reform the agreement to the extent necessary to cure the unenforceable part(s), and the parties will arbitrate their Dispute(s) without reference to or reliance upon the unenforceable part(s). Notwithstanding the foregoing, if for any reason the subsection entitled “Class Action Waiver” set forth below or the subsection entitled “Batch Arbitration” cannot be enforced as to some or all of the Dispute, then the agreement to arbitrate will not apply to that Dispute or portion thereof. Any Disputes covered by any deemed unenforceable Class Action Waiver provision may only be litigated in a court of competent jurisdiction, but the remainder of the agreement to arbitrate will be binding and enforceable. Class Action Waiver YOU AND SUBTOTAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING. FURTHER, EXCEPT AS DESCRIBED IN THE “BATCH ARBITRATION” SUBSECTION, NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE ANY PERSON’S CLAIMS WITH YOUR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. Except as described in the subsection entitled “Batch Arbitration,” class actions, class arbitrations, collective actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

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Governing Law

For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Subtotal agree to submit to the personal and exclusive jurisdiction of any venue in the federal and state courts located in New York, NY. You further agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available. These Terms and the relationship between you and Subtotal shall be governed by the laws of the State of Delaware without regard to conflict of law provisions.

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Miscellaneous

Entire Agreement. These Terms constitute the entire agreement between you and Subtotal, and supersede any prior and contemporaneous agreements between you and Subtotal on the subject matter. Force Majeure. Under no circumstances will Subtotal be liable for any delay or failure in performance resulting directly or indirectly from any event beyond its reasonable control. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services, or the Terms, must be filed within one (1) year after such claim or cause of action arose or be forever barred. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Subtotal’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Severability. Each of the provisions of these Terms operates separately. If any provision is found unlawful or unenforceable by a court or other competent authority, the remaining provisions will remain in full force and effect. In such case, you and Subtotal agree that the provision shall be modified or amended by the court or other competent authority to the extent necessary to render it enforceable, while preserving the original intent of the parties as closely as possible and remaining consistent with applicable law. Third-party beneficiaries. Except as otherwise expressly provided herein, there shall be no third-party beneficiaries to these Terms. No agency. No agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms, and you shall have no right or authority to assume or create any obligations or to make any representations on behalf of Subtotal, or to bind Subtotal in any respect. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Subtotal’s prior written consent. The Agreement may be assigned by Subtotal without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. Electronic processing. You agree that any agreements between you and Subtotal executed or accepted in electronic form shall have the same force and effect as agreements executed in physical written form. Headings. Headings and subheadings in these Terms are for convenience only and have no legal or contractual effect.

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Contact Us

If you wish to contact us or have any questions or concerns related to these Terms or your use of the Services, please email us at support@subtotal.com or write to us at 100 Church Street, Suite 800, New York, NY 10007.