Exhibit 10.6


 


Certain identified information in this document
has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed,
and has been marked with “[***]” to indicate where omissions have been made.


 


 





 


	Order
    Form No. 1 – Online, In-Store, Telesales
	 	 


 








	 
Merchant
                                         Legal Name:  Peloton Interactive Inc.

                                                                                                                                                                     

                                                                                                                                                                    Merchant URL(s): www.onepeloton.com (including all subdomains) (“Sites”)
  
 Merchant
Locations: Merchant’s physical retail stores as mutually agreed by the parties and as updated from time to time in writing
by Merchant. (“Locations”)
  
 
	 	 

 
 
 
 
 
Merchant Primary Contact

	Merchant Address	 	 
	Street:  125 West 25th Street, 11th Floor	 	Name: [***]
	City/State:  New York, NY	 	Title: Director, Creditor
	Postal Code: 10001	 	Email: [***] 

	 	 	 




 






    


     


    







 


	Launch
    Date	9/4/2020
	Affirm
    Retail Product	Standard/API
    (Online, In-Store, Telesales)


 


This Order Form No. 1 and all
other Order Forms to be executed by and between Affirm and Merchant shall be effective as of the last date of signature below
(the “Effective Date”) and incorporate by reference and shall be governed by the terms and conditions of the
Merchant Agreement attached hereto as Exhibit A. Merchant agrees that the rights and obligations set forth in the Agreement
shall apply to all Sites and Locations through which the Merchant offers the Services. Capitalized terms not otherwise defined
herein have the meanings ascribed to them in the Agreement.


 


I. Fees.


 


Merchant shall pay Affirm a percentage of the gross dollar
amount of a Successful Transaction (as defined in the Agreement) [***] as part of the Successful Transaction, if applicable, (the
 “Fees”) for consumer loans as described below. Affirm reserves the right to decrease approvals in its sole
discretion.


 


(a) Fees for Online, In-Store, and Telesales Transactions.


 


	Terms	0% APR
	[***]	[***]
	[***]	[***]
	[***]	[***]



 


(b) Fee [***]


 


Affirm shall [***]as
described in Section I(a) of this Order Form No. 1 [***] at [***]
during [***], provided that Merchant complies with the terms and conditions of this
Agreement. [***]. Following [***], Merchant shall pay
Affirm [***] based upon [***] as of the last calendar
quarter of the Initial Term.


 


(c) [***]Fee
and Reimbursement.


 


For each Successful Transaction which
includes [***] by a Customer [***], the Fees for each
such [***] shall be [***] of the [***]
of such [***]. As part of the Payout (as defined in the Agreement), Affirm shall net
from the Payout [***] for each [***].


 


II. Additional In-Store Terms.


 


(a) Data Sharing / Performance.
During the Term, Merchant shall provide Affirm with monthly reports with certain transactional data resulting from the In-Store
Services, including but not limited to: [***] and other applicable data agreed upon by the
parties, all of which constitutes Merchant’s Confidential Information.


 






    Page 2


     


    

 





(b) Deployment and Feedback. Merchant
agrees to provide reasonable written feedback to Affirm about the In-Store Services. Merchant further agrees that Affirm may use
any comments, ideas or other feedback about the In-Store Services submitted by Merchant without restriction or compensation to
Merchant and that any derivative works created by Affirm which incorporate such comments, ideas or feedback submitted by Merchant
shall be owned by Affirm and considered Affirm IP pursuant to Section 8(c) of the Agreement, except to the extent the
same contains Merchant’s Confidential Information.


 


(c) Merchant’s Responsibilities.


 


(i) Affirm shall provide
Merchant with the appropriate information, training materials, associated marketing materials, templates, and language for the
purposes of promoting the Loans provided via the In-Store Services in accordance with applicable laws and regulations, provided
that the form and content of all customer-facing marketing must be agreed upon by the parties (collectively, “Marketing
Materials”). Merchant shall comply with all specifications and instructions in such Marketing Materials and all trainings
provided by Affirm.


 


(ii) Merchant shall not
make any statements, commitments, representations or warranties with respect to Affirm, or to the In-Store Services, to any third
party except as authorized in advance and in writing by Affirm or derived from and consistent in all respects with Marketing Materials
provided to Merchant by Affirm.


 


(iii) Before implementing
any incentive program related specifically to the In-Store Services (which for clarity excludes Merchant’s standard employee
sales commission plans in effect from time to time), Merchant shall obtain the prior written consent of Affirm (which consent
shall not be unreasonably delayed or withheld).


 


(iv) Merchant shall not
permit Merchant employees or representatives to promote the In-Store Services prior to completing all required training provided
by Affirm. Merchant shall be solely responsible for ensuring that its employees and representatives complete all required training
and comply with the content provided in the Marketing Materials and all such trainings.


 


(v) Affirm reserves the
right to perform unscheduled and/or anonymous testing to confirm Merchant’s compliance with the requirements of the In-Store
Services.


 


(vi) Merchant shall, upon
Affirm’s reasonable request, provide written confirmation that the Merchant employees engaged in the In-Store Services have
completed Affirm’s required training, and other reasonable information requested by Affirm.


 


(vii) All terms and conditions of this Agreement
and this Order Form No. 1 shall apply to the Locations as defined herein.


 






    Page 3


     


    

 


III. Additional Telesales Terms.


 


(a) Telesales Services. The
Affirm Telesales Services shall consist of the offering of Loans through Affirm’s Services for the purchase of Merchant’s
goods and services. Merchant's Personnel will assist such Customers over the telephone. Phone representatives will use Merchant-supplied
technology (POS/ERP) as well as Affirm’s technology to offer the Services with Customers subject to the terms and conditions
as set forth below (collectively the “Telesales Services”).


  


(b) Telesales Materials. Affirm
has provided Merchant with the appropriate information, training guides and materials, instructions, scripts, talk-tracks, associated
marketing materials, templates, and language for the purposes of promoting the Loans through Telesales Services in accordance
with applicable laws and regulations, provided that the form and content of all customer-facing marketing must be agreed upon
by the parties (collectively, “Telesales Materials”). Merchant shall comply with all policies and procedures
regarding such Telesales Materials and trainings provided by Affirm, as updated from time to time upon reasonable written notice
to Merchant, in connection with phone sales which offer or promote the Services. Merchant shall not permit Merchant’s Personnel
(as defined below) to participate in the Telesales Services prior to completing all required training provided by Affirm. Merchant
shall be solely responsible for ensuring that its employees and representatives complete all required training and comply with
the content provided in the Telesales Materials and all such trainings.


 


(c) Data Sharing / Performance.
During the term of this Order Form, Merchant shall provide Affirm with monthly reports with certain transactional data resulting
from the Services and Telesales including, but not limited to: [***] and other applicable
data agreed upon by the parties, all of which constitutes Merchant’s Confidential Information.


 


(d) Deployment and Feedback. Merchant
agrees to provide reasonable written feedback to Affirm about the Telesales Services and its telesales efforts. Merchant further
agrees that Affirm may use any comments, ideas or other feedback submitted by Merchant about the Telesales Services without restriction
or compensation to Merchant and that any derivative works created by Affirm which incorporate such comments, ideas or feedback
submitted by Merchant shall be owned by Affirm and considered Affirm IP pursuant to Section 8(c) of the Agreement, except
to the extent the same contains Merchant’s Confidential Information.


 


(e) Merchant’s Responsibilities.


 


(i) Merchant shall not
make any statements, commitments, representations or warranties with respect to Affirm, or to the Services, except as authorized
in advance and in writing by Affirm or derived from and consistent in all respects with Telesales Materials provided to Merchant
by Affirm.


 


(ii) Before implementing
any incentive program related specifically to the Telesales Services (which for clarity excludes Merchant’s standard employee
sales commission plans in effect from time to time), Merchant shall obtain the prior written consent of Affirm (which consent
shall not be unreasonably delayed or withheld).


 


(iii) Affirm reserves the
right to perform unscheduled and/or anonymous testing to confirm Merchant’s compliance with the requirements of the Telesales
Services.


 


(iv) Merchant shall, upon
Affirm’s reasonable request, provide written confirmation that the Merchant employees engaged in the Telesales Services
have completed Affirm’s training, and other reasonable information requested by Affirm.


 






    Page 4


     


    

 


I hereby represent that I am an authorized
signatory of the respective entity below and have read, understood, and agree to be bound by the terms of this Order Form No. 1
and the Agreement.


 


 


	Affirm, Inc.	 	Peloton Interactive, Inc.
	 	 	 
	By:	/s/ Pat Suh	 	By:	/s/ John Foley
	 	 	 	 	 
	Name:	Pat Suh	 	Name:	John Foley
	 	 	 	 	 
	Title:	Senior Vice President, Client Success	 	Title:	CEO
	 	 	 	 	 
	Date:	9/4/2020	 	Date:	9/4/2020


 





Exhibit A


 


MERCHANT AGREEMENT


 


This Merchant Agreement, including the
attached exhibits and all documents incorporated by reference (collectively, the “Agreement”), is made and
entered into as of 9/3/2020 (“the Effective Date”) by and between Peloton Interactive, Inc. (“Merchant”)
and Affirm, Inc., a Delaware corporation (together with its subsidiaries, “Affirm”), and sets forth the
terms and conditions under which Affirm authorizes Merchant to market and offer the Services, as defined herein. This Agreement
is effective as of the Effective Date and includes: (1) Exhibit A – this Merchant Agreement; (2) Exhibit B
 – Affirm Service Level Objectives; and (3) Exhibit C – Affirm
Customer Dispute Resolution Procedures. All applicable Order Forms between the parties are incorporated into and automatically
become a part of this Agreement. In the event of a conflict between the terms of an Order Form and the other terms of the
Agreement, the terms of the Order Form will prevail with respect to the subject matter thereof.


 


		1.	Introduction.



 


Affirm has entered into a loan program
agreement (the “Loan Program Agreement”) with Cross River Bank, a New Jersey state-chartered bank, or other
FDIC-insured institution authorized by Affirm (“Originating Bank”), to offer certain consumer financing options,
including, but not limited to, closed-end installment loans and payment deferral options (collectively, “Loans”)
with interest rates no greater than a 30% annual percentage rate (“APR”) through Affirm’s proprietary
financial platform and related application programming interfaces (“APIs”) (collectively, the “Services”).


 


Merchant wishes to offer certain of Affirm’s
Services to qualifying persons seeking to finance the purchase of certain goods or services offered and sold by Merchant (“Customers”). 
As of the Effective Date, the intent of the parties is to offer Loans to Customers, with Merchant paying Affirm in the form of
Fees as set out in the Order Forms (defined below).


 


Merchant acknowledges that payment for
a Customer’s goods or services shall be made directly to Merchant by Originating Bank and not by Affirm, [***].
Merchant further acknowledges that Originating Bank shall be the creditor for all Loans at origination of each Loan, and that
Affirm shall cause payment to be made by Originating Bank to Merchant by submitting transaction information to Originating Bank
pursuant to the Loan Program Agreement.


 






    Page 5


     


    

 





Affirm agrees to make the Services described in the one
or more order forms executed by the parties (each, an “Order Form”) available to Customers in accordance with
this Agreement. The use of the Services is limited to certain states and/or territories in the United States and United States
territories where Affirm makes the Services available at Affirm’s sole discretion (the “Territory”).


 


		2.	Terms and Conditions of Merchant
                                         Participation.



 


		(a)	As of the Effective Date, Affirm’s
                                         risk department has evaluated and approved Merchant for the programs contemplated by
                                         this Agreement and the Order Forms. Any future evaluations of Merchant by Affirm’s
                                         risk department shall follow the process set forth in Section 5.5 of this Agreement.



 


		(b)	Merchant represents that Merchant’s
                                         primary contact listed on the Order Form hereto is Merchant’s representative
                                         with full authority to act on Merchant’s behalf with respect to the day-to-day
                                         matters involving the Services and shall remain so until Merchant provides written notification
                                         to Affirm of any changes thereto.



 


		(c)	During the Term of this Agreement,
                                         as long as Affirm is providing Services in accordance with this Agreement, Merchant will
                                         not [***].



 


		(d)	Merchant and Affirm agree to the
                                         Customer Dispute Resolution Procedures attached hereto as Exhibit C, as may
                                         be updated from time to time by Affirm with thirty (30) days’ written notice to
                                         Merchant.



 


		(e)	Merchant agrees that the following
                                         types of items, as updated from time to time with at least thirty (30) days’ written
                                         notice by Affirm to Merchant, shall be ineligible for the Services (“Prohibited
                                         Items”): [***].



 


		(f)	Subject to the terms of the Agreement
                                         and any applicable Order Form, Merchant agrees to [***].



 


		(g)	Merchant agrees to provide Affirm
                                         thirty (30) days’ prior written notice in the event that it materially modifies
                                         any provisions contained within its Peloton Subscription Terms and Conditions.



 


		3.	Merchant Responsibilities.



 


		(a)	Merchant shall be responsible for
                                         establishing and maintaining a United States depository account (“Bank Account”)
                                         in good standing.



 


		(b)	Merchant shall be responsible for
                                         taking such actions as are reasonably requested by Affirm to integrate the Services with
                                         Merchant’s sales processes or to effectuate the implementation of such Services
                                         through a mutually acceptable platform.



 






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		(c)	Merchant may not impose on a Customer
                                         any surcharge, fee or other amount solely because a Customer has used the Services in
                                         connection with a purchase.






 


		(d)	Merchant shall not [***]



 


		(e)	Merchant shall be responsible for
                                         maintaining commercially reasonable business practices consistent with the industry standards
                                         applicable to Merchant as related to Merchant’s shipping and service fulfillment
                                         obligations arising from Merchant’s contractual relationships with Customers. This
                                         shall include, but is not limited to, providing goods and services financed through the
                                         Affirm platform at such time or times as provided under its agreements with Customers
                                         following a Successful Transaction (as defined herein). Merchant will provide Affirm
                                         with shipping carrier and tracking information upon request.



 


		(f)	Merchant shall be responsible for
                                         maintaining a refund and return policy that is clearly and conspicuously displayed to
                                         or otherwise easily accessible by Customers prior to the completion of checkout.



 


		(g)	Merchant shall provide financial
                                         statements (consisting of the profit and loss statement, balance sheet, cash flow) and
                                         other materials as reasonably requested by Affirm within ninety (90) days of the end
                                         of the applicable quarter pursuant to Section 5.5 of this Agreement;



 


		(h)	Merchant shall provide [***]
                                         to Affirm twice a year [***]
                                         and respond to reasonable requests from Affirm for [***]
                                         prior to [***] and/or
                                         [***].



 


		(i)	Merchant shall be responsible for
                                         using reasonable efforts to cooperate with Affirm in marketing and promotional campaigns
                                         related to [***]. Merchant
                                         agrees to [***]; provided
                                         that, in no event shall Merchant use Affirm’s name or product in [***].
                                         Merchant shall [***].
                                         Affirm shall (i) [***]
                                         or (ii) [***].
                                         Affirm shall make commercially reasonable efforts to provide [***]
                                         within three (3) Business Days and in any case shall provide such response
                                         within ten (10) Business Days. [***].
                                         For all purposes in this Agreement, “Business Day” shall mean
                                         any day except any Saturday, any Sunday, any day which is a federal legal holiday in
                                         the United States, or any day on which banking institutions in the State of New York
                                         are authorized or required by law or other governmental action to close.



 


		(j)	Merchant agrees that the rights
                                         and obligations set forth in this Agreement shall apply to all Sites and Locations listed
                                         in the applicable Order Form at which the Merchant offers the Services.



 


		(k)	Merchant agrees to comply with
                                         all laws and regulations applicable to Merchant’s business.



 


		4.	Affirm Responsibilities.



 


		(a)	Affirm shall be responsible for
                                         providing to Merchant the Services as described in this Agreement, the Exhibits, and
                                         the Order Form(s).



 


		(b)	Affirm shall be responsible for
                                         providing Merchant with information, tools or services necessary for Merchant to integrate
                                         Affirm’s Services, including any corresponding production software key, in a timely
                                         manner so as to achieve Merchant’s desired launch date, and taking such actions
                                         as are reasonably requested by Merchant to facilitate Merchant’s implementation
                                         and maintenance of Services, at no additional cost to Merchant.



 






    Page 7


     


    




 


		(c)	Affirm shall be responsible for
                                         operating and administering the financing program(s) offered through the Services
                                         hereunder, including without limitation, establishing and maintaining borrower terms
                                         and credit criteria, in compliance with this Agreement.



 


		(d)	Affirm shall be responsible for
                                         providing reasonably requested assistance (including complete and accurate documentation)
                                         to Merchant in a timely manner to support the integration and implementation of the Services
                                         on Merchant’s e-commerce platforms and other necessary information technology activities
                                         of Merchant related to the Services under each applicable Order Form, at no additional
                                         cost to Merchant.



 


		(e)	Affirm shall provide financial
                                         statements (consisting of the profit and loss statement, balance sheet, cash flow) and
                                         other materials as reasonably requested by Merchant within ninety (90) days of the end
                                         of the applicable quarter pursuant to Section 5.5 of this Agreement;



 


		(f)	Affirm shall be responsible for
                                         complying with the Service Level Objectives described in Exhibit B attached
                                         hereto.



 


		(g)	Affirm shall be responsible for
                                         being available for periodic meetings, as may be reasonably requested by Merchant, to
                                         discuss roadmaps for future improvements or extensions to the Services.



 


		(h)	Affirm shall be responsible for
                                         complying with, and ensuring that the Loans and the Services (including all marketing
                                         activities conducted hereunder) comply with, all applicable laws and regulations. This
                                         includes, without limitation, the obligation to ensure that all credit-related advertising
                                         and disclosures, and all notices and disclosures relating to Loan applications, are made
                                         in compliance with applicable laws and regulations.



 


		(i)	[***]



 


		5.	Fees and Payments for Affirm
                                         Services.



 


		5.1.	Fees.



 


		(a)	Fees are calculated as a percentage
                                         of the gross dollar amount of sales approved by Affirm to be financed through a Loan
                                         and Captured (defined below) by Merchant (“Successful Transactions”).
                                         A sale is “Captured” by Merchant (i.e., Merchant becomes entitled
                                         to payment for the value of that sale) when Merchant: (a) acknowledges to Affirm
                                         that a pending credit transaction with a Customer was created through the Affirm platform;
                                         and (b) agrees to fulfill the pending transaction. Merchant shall pay to Affirm
                                         certain fees based on conditions set forth in the applicable Order Forms (“Fees”),
                                         which may be credited by Affirm against amounts payable to Merchant pursuant to this
                                         Agreement.



 






    Page 8


     


    

 


		(b)	Any Fees past due that are not
                                         subject to a good faith dispute are subject to a monthly charge of [***]%
                                         or the maximum amount permitted by law, whichever is less, based on the outstanding overdue
                                         balance [***]. If Affirm
                                         terminates Services for nonpayment by Merchant, Affirm shall not be considered in default
                                         for any Services not performed as of the termination date and will have no liability
                                         to Merchant for such unperformed Services.



 





		5.2.	Returned Merchandise and Cancelled Services; Refunds.



 


Affirm shall not hold any Customer
liable for any amount arising from the Customer’s purchase if Customer provides documentary evidence showing that the product
in question was returned to Merchant (or, in the cases of services, cancelled) in accordance with Merchant’s stated return
or cancellation policy. In the event that a purchase is returned to Merchant by a Customer, or a subscription service is cancelled,
following a Successful Transaction or when Merchant otherwise determines that a refund is owed to a Customer (which, for clarity,
may include warranty and “customer satisfaction” returns or cancellations of services that Merchant issues in its
discretion outside of Merchant’s stated return or cancellation policy), Merchant shall: (a) promptly process such refund
owed to the Customer so that Affirm may credit the Customer’s outstanding balance accordingly; (b) return to Affirm
the amount of such refund; and (c) issue only full or partial refunds and not store credit. In the case of partial refunds,
Merchant shall be solely responsible for determining the amount of such refund and shall be solely liable for any dispute with
a Customer relating thereto. [***]


 


		5.3.	Payout Schedule.



 


		(a)	Once Merchant’s Bank Account
                                         information has been reviewed and verified by Affirm, Affirm will begin making periodic
                                         payments to Merchant in accordance with the Agreement. Affirm will cause Originating
                                         Bank to initiate transfer of Settlement Funds (defined below) to Merchant’s Bank
                                         Account within three (3) Business Days of a Successful Transaction (the “Payout”).
                                         The applicable “Settlement Funds” shall consist of the total dollar
                                         amount of Successful Transactions not included in previous payments to Merchant by Affirm,
                                         less: (i) accrued but unpaid Fees; (ii) amounts relating to [***]
                                         pursuant the Customer Dispute Resolution Procedures in Exhibit C; and (iii) undisputed
                                         amounts owed by Merchant to Affirm under the Agreement necessary to complete settlement,
                                         which may include amounts resulting from Customer refunds exceeding the amount of Captured
                                         transactions. In the event that Merchant disputes the calculation of any amounts payable
                                         under an applicable Order Form and this Agreement, Merchant may invoke the dispute
                                         resolution process in Section 5.4(b) of the Agreement. In an instance where
                                         Settlement Funds are insufficient to net out Fees or refunded amounts due or where amounts
                                         are otherwise expressly payable through invoicing under this Agreement or any applicable
                                         Order Form, Merchant shall pay undisputed amounts owed to Affirm through the Automated
                                         Clearing House (“ACH”) system to an account held by Affirm within
                                         thirty (30) days of Merchant’s receipt of the applicable invoice except where otherwise
                                         specified herein.



 


		(b)	Affirm reserves the right to suspend
                                         Payouts to Merchant’s Bank Account should Affirm determine, in its sole and reasonable
                                         discretion, that such action is necessary due to (1) a significant increase in formal
                                         Merchant Disputes (as defined in Exhibit C) or other fraudulent activity associated
                                         with Merchant’s use of the Services (not including fraudulent activity of any Customer)
                                         or (2) if required by law or court order. [***]



 






    Page 9


     


    

 


		5.4.	Audit Rights and Disputes.






 


		(a)	Each party will keep complete and
                                         accurate books and records pertaining to its receipt and handling of transactions processed
                                         through the Services. The term books and records also includes any financial reports
                                         or other transactional documentation generated through the use of the Services. During
                                         the Term of this Agreement and for a period of six (6) months after its termination,
                                         each party shall have the right to audit those books and records of the other that are
                                         directly relevant to verifying the accuracy of the payments made by Affirm to Merchant
                                         and any Fees or other amounts payable by Merchant to Affirm hereunder. Such audit shall
                                         occur no more than once in a six (6) month period, at the place where the party
                                         that is being audited maintains such records, during its normal business hours and with
                                         at least thirty (30) days' prior notice. During such audit, the party being audited shall
                                         allow a certified public accountant selected by the other party and reasonably acceptable
                                         to the party being audited reasonable access to (including the right to make copies of)
                                         the books and records in accordance with the foregoing. The costs of such certified public
                                         accountant shall be borne by the party requesting the audit unless it is determined that
                                         the amount payable to such party is more than five percent (5%) greater than the amount
                                         actually paid or credited to such party, in which case reasonable costs of such audit
                                         shall be paid by the party being audited. Auditors must agree to be bound to confidentiality
                                         obligations no less restrictive than those contained herein.



 


		(b)	If any dispute arises under this
                                         Agreement, including, but not limited to, disputes relating to Fees, amounts withheld
                                         from payments by Affirm and amounts payable to Affirm with respect to customer disputes
                                         or indemnities, both parties agree to make a good faith effort to resolve the dispute
                                         within thirty (30) calendar days’ written notice of such dispute. No action, suit,
                                         arbitration or other proceeding may be commenced (other than for undisputed amounts)
                                         before the parties have attempted to resolve the dispute pursuant to this provision unless
                                         immediate injunctive relief is being sought. All disputes, controversies or differences
                                         which may arise between the parties hereto, out of or in relation to this Agreement,
                                         shall be finally settled by arbitration in accordance with Section 14 of this Agreement.



 


		5.5.	Financial Statements.



 


On a quarterly
basis, Affirm and Merchant may exchange financial statements on a quarterly basis and other information or materials as reasonably
requested and as mutually agreed to by the parties in writing. If requested pursuant to this provision, financial statements will
be provided within 90 days following the close of the relevant party’s fiscal quarter, and 120 days following the close
of the relevant party’s fiscal year.


 


		(a)	Merchant shall review financial
                                         statements provided by Affirm within thirty (30) days of its receipt of such documents
                                         and notify Affirm in writing of any material concerns it has with Affirm’s ability
                                         to provide the Services in a commercially satisfactory manner. If Merchant reasonably
                                         determines, after its review of Affirm’s financial statements and related information,
                                         that Affirm is not able to provide the Services in a commercially satisfactory manner,
                                         the parties agree to work in good faith to resolve Merchant’s concerns in a reasonably
                                         satisfactory manner within ninety (90) calendar days of Merchant’s notice to Affirm
                                         under this Section 5.5. Merchant’s obligations pursuant to Section 2(c) of
                                         this Agreement shall terminate, provided that (i) Merchant first provides notice
                                         to Affirm and (ii) Affirm is unable or unwilling to address Merchant’s concerns
                                         to Merchant’s reasonable satisfaction within the ninety (90) day period above.
                                         If Merchant offers an Alternative Service Provider under this Section 5.5(a) (other
                                         than in connection with a permitted Second Source Program), then Affirm shall have the
                                         right to terminate this Agreement (or the affected Order Forms) with sixty (60) days’
                                         written notice to Merchant.



 






    Page 10


     


    




 


		(b)	Affirm shall review financial statements
                                         provided by Merchant within thirty (30) days of its receipt of such documents and notify
                                         Merchant in writing of any material concerns it has with the financial risk presented
                                         by the Agreement. If Affirm reasonably determines, after its review of Merchant’s
                                         financial statements and related information, that the continued provision of Services
                                         under the Agreement presents an unacceptable increased financial risk to Affirm, the
                                         parties agree to work in good faith to resolve Affirm’s concerns in a reasonably
                                         satisfactory manner within ninety (90) calendar days of Affirm’s notice to Merchant
                                         under this Section 5.5. Affirm may revise the Fees charged under the Agreement (and
                                         any applicable Order Form) provided that (i) Affirm first provides thirty (30) calendar
                                         days’ written notice to Merchant of its intent to revise Fees, and (ii) Merchant
                                         is unable or unwilling to address Affirm’s concerns to Affirm’s reasonable
                                         satisfaction within the ninety (90) day period described above. If Affirm increases Fees
                                         pursuant to this Section, then Merchant shall have the right to terminate this Agreement
                                         (or the affected Order Forms) by written notice prior to the effective date of the Fee
                                         increase.



 


		6.	Fraudulent Transactions.



 


If Merchant or Customer
changes product shipping details after a Successful Transaction, Merchant assumes the risk of loss of the value of the transaction
unless such changes have received the prior written approval of Affirm (such approval or non-approval to be communicated within
24 hours of its receipt of a request (or within 24 hours of the next Business Day when received on non-Business Days). In the
event Affirm informs Merchant that a Customer transaction is fraudulent or likely fraudulent prior to Merchant shipping goods
or providing services, and Merchant ships the goods or provides the services notwithstanding this information, Merchant is liable
for any loss resulting from such transaction. Merchant shall be liable for all loss resulting from fraudulent misconduct of Merchant’s
employees, contractors, representatives, or agents.


 


		7.	Independent Contractors; Responsibility
                                         for Employees.



 


		(a)	The parties to this Agreement are
                                         independent contractors. Nothing in this Agreement shall be construed to create a joint
                                         venture, partnership, franchise or agency relationship between the parties. Neither party
                                         has the authority, without the other party’s written approval, to bind or commit
                                         the other party in any capacity.



 


		(b)	Each party agrees and acknowledges
                                         that its respective Personnel are not employees of the other party or any of its affiliates
                                         and are not eligible to participate in any of their employee benefit or similar programs.
                                         Each party shall be solely responsible for resolving all personnel issues and wages or
                                         salary matters pertaining to its Personnel and for all employment related claims by its
                                         Personnel, including claims for any benefits from the other party which may be afforded
                                         to such other party’s employees, as well as immigrant and other employment related
                                         legal requirements which may arise in connection with this Agreement or any individual
                                         Order Form. “Personnel” shall mean with respect to either party, such
                                         party’s directors, officers, agents, employees, temporary employees, consultants,
                                         and subcontractors.



 






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		(c)	Each party represents and warrants
                                         that, its Personnel shall be subject to appropriate pre-employment background investigations
                                         including criminal background checks, taking into consideration the confidential nature
                                         of the services to be performed and the risk and severity of the damage that might result
                                         from such party’s negligence or willful misconduct (“Background Investigation”).
                                         Each party shall notify the other immediately upon becoming aware of any violation of
                                         this paragraph and cooperate fully with such other party in investigating any breach
                                         or alleged breach of this paragraph.



 


		(d)	Each party retains responsibility
                                         under this Agreement and each Order Form for each of its Personnel’s acts
                                         or omissions performed under this Agreement, as if such acts or omissions were performed
                                         by such party, and each party shall be fully liable to the other for the failure of any
                                         Personnel to comply with the terms of this Agreement or any individual Order Form.



 


		8.	License Grants and Intellectual
                                         Property.



 


		(a)	API License. During the
                                         Term and subject to the terms and conditions of this Agreement, Affirm hereby grants
                                         Merchant a limited, revocable, non-exclusive, non-transferable license to access and
                                         integrate Affirm’s APIs in order to provide and to enable Customers to access,
                                         use, perform and display (publicly or otherwise) the Services in the Territory.



 


		(b)	Trademark License. During
                                         the Term and subject to the terms and conditions of this Agreement, each party grants
                                         to the other party a limited, revocable, non-exclusive, non-transferable license and
                                         right to use, reproduce, display, distribute and transmit the other party’s name,
                                         logo and any other trademarks, trade names, service marks, photographs, graphics, artwork,
                                         text and other content provided or specified by such party in any and all media formats,
                                         whether registered or unregistered, (collectively the “Marks”) solely
                                         in connection with and solely to the extent reasonably necessary for the purposes of
                                         this Agreement. Any use of the Marks hereunder will be subject to branding guidelines
                                         that the owner of such Marks may impose from time to time. Use of the Marks does not
                                         create in either party’s favor any right, title or interest in the Marks or any
                                         continuing rights to market or distribute the Services or otherwise use such Marks. All
                                         goodwill arising from the use of a party’s Marks shall inure to the party that
                                         owns such Marks. Neither party shall register or apply for registration of any of the
                                         other party’s Marks (or any similar trademarks, service marks or logos) for itself,
                                         or any other party. Each party agrees to reasonably cooperate with the other if the other
                                         party seeks to proceed with any infringement action regarding such rights, at such other
                                         party’s expense.



 


		(c)	Affirm Intellectual Property.
                                         Merchant agrees and acknowledges that Affirm is the exclusive owner of and retains
                                         all right, title, and interest in any and all software, technology or tools used by Affirm
                                         to promote, market, sell, generate, or distribute the Services, including Affirm’s
                                         name, logo and any other trademarks or copyrighted material (collectively, “Affirm
                                         IP”). Merchant may not, nor may Merchant allow any third party to (i) modify,
                                         translate, reverse engineer, decompile, disassemble, otherwise attempt to derive source
                                         code from, or create derivative works based on, Affirm IP; (ii) make unauthorized
                                         copies of Affirm IP; (iii) distribute or market the Services and any Affirm IP,
                                         except to Customers, without Affirm’s prior written authorization; (iv) remove
                                         any proprietary notices, labels or Marks on or in any copy of the Services or Affirm
                                         IP; (v) alter or remove any warranties, disclaimers, and license agreements shipped
                                         with the Services; or (vi) use the Services and Affirm IP in any manner or for any
                                         purpose other than for which the Services and Affirm IP have been incorporated or for
                                         which the Services and Affirm IP have been provided.



 






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		(d)	Restrictions on Use of Services.
                                         Merchant will not: (i) offer for sale or lease, sell, resell, lease or in any
                                         way transfer the Services; (ii) attempt to create a substitute or similar service
                                         through use of, or access to, the Services; (iii) access or use the Services in
                                         a way intended to avoid incurring fees, misrepresent usage or performance data, misrepresent
                                         transaction amount or item data, or misrepresent user information, or knowingly permit
                                         Customers and third parties to engage in such access or use; (iv) [***].



 


		(e)	Reservation of Rights; No Publicity.
                                         All rights not expressly granted herein are reserved to their respective owner. Except
                                         as may be expressly contemplated herein, Affirm shall not use Merchant’s name or
                                         Marks for any reason without Merchant’s prior written consent in each instance.



 


		9.	Representations and Warranties.



 


Each party hereto represents and warrants
that: (a) it is duly formed, validly existing, and in good standing under the laws of its state of incorporation or formation;
(b) it has the right, power and authority to enter into this Agreement; (c) this Agreement has been duly and validly
executed and delivered and constitutes legal, valid and binding obligations of each party; (d) it shall comply at all times
with all applicable laws, rules and regulations in connection with carrying out its obligations contained herein; and (e) as
of the date the Services are made publicly available on Merchant’s website, neither the execution, delivery or performance
of this Agreement nor the consummation of the transaction contemplated hereby shall conflict with, result in a violation or breach
of, or require the consent of any person under the terms, conditions or provisions of any contract, notice, indenture, license,
permit, lease or any other instrument of such party. Merchant represents, warrants and agrees, with respect to each Successful
Transaction, that Merchant (x) has the right to sell the goods or services delivered to Customer and shall warrant and defend
such right against the claims and demands of all persons and (y) is conveying good and valid title to the goods and services
delivered to Customer, free and clear of all encumbrances, debts, mortgages, attachments, pledges, charges, claims, and liens
of any kind.


 


		10.	Confidential Information
                                         and Privacy.



 


		(a)	Confidential Information.  In
                                         connection with the Services, a party (the “Receiving Party”) may
                                         receive or have access to confidential or proprietary information of the other party
                                         or its affiliates (the “Disclosing Party”), whether received or disclosed
                                         by such parties or their respective personnel, representatives, or other agents (collectively
                                         “Representatives”).  As used in this Agreement, “Confidential
                                         Information” means any proprietary information, technical data, demographic
                                         information, Customer data, trade secrets or know-how, including but not limited to research,
                                         product plans, products, services, customers, customer lists, markets, software, developments,
                                         inventions, processes, formulas, technology, designs, drawings, engineering, hardware
                                         configuration information, marketing, finances or other business information disclosed
                                         by either party either directly or indirectly in writing, orally or by drawings or inspection
                                         of parts or equipment but excludes any such information that: (a) was lawfully in
                                         a party’s possession before receiving it from the other party; (b) is rightfully
                                         received from a third party without restriction and, to such party’s knowledge,
                                         without a breach of this Agreement; (c) is or becomes generally available to the
                                         public other than through a violation of this Agreement; or (d) was or is independently
                                         developed without use of or reference to the Confidential Information.



 






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		(b)	Obligations of the Receiving
                                         Party.  The Receiving Party will: (a) keep the Confidential Information
                                         of the Disclosing Party confidential and not use or copy such Confidential Information
                                         other than as expressly authorized by the Disclosing Party and as permitted under this
                                         Agreement; (b) protect the Confidential Information of the Disclosing Party from
                                         unauthorized use disclosure by using at least the same degree of care as the Receiving
                                         Party employs to avoid such unauthorized use or disclosure, but in no event any less
                                         than reasonable care; (c) limit access to Confidential Information to those of its
                                         Representatives who need such access for purposes consistent with this Agreement and
                                         shall be responsible for any breach of this Section 10 by such Representatives.
                                         It is understood that each party’s Confidential Information shall remain the sole
                                         property of such party. In the event that the Receiving Party or any of its Representatives
                                         become legally compelled (by law, rule, regulation, subpoena, or similar court process)
                                         to disclose any Confidential Information of the Disclosing Party, the Receiving Party
                                         will, to the extent legally permissible, provide the Disclosing Party with notice of
                                         such circumstances and will limit such disclosure to only what, legal counsel for the
                                         Receiving Party advises, is specifically required by the law, rule, regulation, subpoena,
                                         or similar court process. This provision shall supersede any previous agreement, whether
                                         written or oral, between the parties hereto regarding Confidential Information. The terms
                                         and conditions of this Agreement shall be considered Confidential Information as to both
                                         parties.



 


		(c)	Privacy. In the performing
                                         of its obligations under this Agreement, each party may create, receive or have access
                                         to information regarding customers, personnel and counterparties of the other party or
                                         such party’s affiliates that is of a personal, sensitive or confidential nature
                                         relating to a living person who can be identified from such information alone or when
                                         used in conjunction with other information available to such party (the “Personal
                                         Information”). Each Receiving Party shall comply with the provisions of all
                                         laws applicable to the privacy, protection and confidentiality of Personal Information
                                         of the other party, if obtained by such Receiving Party, including customer and employee
                                         records (“Privacy Law(s)”). Without limiting the foregoing, each party will
                                         establish and maintain appropriate administrative, physical, and technological safeguards
                                         to protect the security, confidentiality and integrity of Personal Information of the
                                         other party. By way of illustration only, Privacy Law(s) include the Gramm-Leach-Bliley-Act,
                                         (“GLBA”) 15 U.S.C. § 6801, et seq., the Federal Trade Commission (“FTC”)
                                         Financial Privacy Rule, 16 C.F.R. § 313.1, et seq., the FTC Safeguards Rule, 16
                                         C.F.R. § 314.1, et seq., the FTC Disposal Rule, 16 C.F.R. § 682.1, et seq.,
                                         the Identity Theft Red Flag Rules, 16 C.F.R. § 681.1, et seq., the Fair Credit Reporting
                                         Act (“FCRA”), 15 U.S.C. § 1681, et seq., and Regulation V, 12 C.F.R.
                                         § 1022.1, et seq. As between the parties, Affirm shall [***],
                                         and Merchant shall [***].
                                         [***]. [***].
                                         Therefore, the parties agree that (i) each other party independently owns its respective
                                         data ([***]) and may
                                         use and disclose such data as decided by such party, irrespective of the fact that such
                                         data may be the same information as the data of the other party, so long as it does so
                                         in compliance with Privacy Laws, and (ii) [***].



 






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Except as otherwise agreed by
the Parties in writing, Affirm shall not provide to Merchant any sensitive financial information of Customers including, without
limitation, Loan numbers, information provided by a consumer in a Loan application, information obtained by Affirm or Originating
Bank in the course of underwriting a consumer’s Loan application, and “consumer reports” as defined in the FCRA
(collectively, “Loan Information”). Merchant shall have no obligations to Affirm under this Agreement or obligations
under applicable law with respect to such Loan Information; provided, however, that Merchant shall not use the fact that a Customer
financed his or her purchase with Affirm to target that Customer with respect to marketing campaigns.





 


To the extent permitted by applicable
law, each party agrees to[***], and the parties shall reasonably
cooperate in any resulting response.


 


		11.	Disclaimers.



 


EXCEPT AS EXPRESSLY
SET FORTH IN THE AGREEMENT AND EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, REGARDING ITS PRODUCTS AND SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CONDITIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED, EXCEPT TO THE EXTENT ANY SUCH EXCLUSION
WOULD CONTRAVENE ANY APPLICABLE STATUTE.


 


		12.	Indemnification.



 


		(a)	General Indemnification.
                                         Each party (the “Indemnifying Party”) agrees to defend and indemnify
                                         the other party, its affiliated and related entities, and any of their officers, directors,
                                         agents and employees (the “Indemnified Party”), from and against any
                                         third party claims, lawsuits, investigations, penalties, damages, liabilities, losses
                                         or expenses (including, but not limited to, reasonable attorney’s fees) (“Claims”)
                                         to the extent arising out of or relating to any of the following: (a) any material
                                         misrepresentation, breach or alleged breach of, or default in connection with any of
                                         the representations, warranties, or covenants of the Indemnifying Party contained in
                                         this Agreement; (b) any claim arising out of or relating to the goods or services
                                         provided by the Indemnifying Party (or the advertisement or marketing thereof, subject
                                         to the provisions herein), including but not limited to, any claims for false advertising,
                                         unfair business practices, product defects, sales or distribution of Prohibited Items,
                                         personal injury, death or property damages; (c) as to [***],
                                         as Indemnifying Party, any claim for [***];
                                         (d) as to [***],
                                         as Indemnifying Party, any claim arising out of [***];
                                         (e) as to [***],
                                         as Indemnifying Party, any claim arising out of [***];
                                         or (f) the Indemnifying Party’s gross negligence or willful misconduct.



 


		(b)	Intellectual Property Claims.
                                         Affirm shall defend and indemnify Merchant, at its own expense, from and against
                                         any Claim that the Services infringe any third-party’s intellectual property rights
                                         (“IP Claims”). Affirm shall have no obligation or liability with respect
                                         to any claim of infringement to the extent it is based, in whole or in part, upon the
                                         following (collectively, “Indemnity Exclusions”) (i) the combination,
                                         operation or use of the Services with any hardware, software or other device supplied
                                         by a party other than Affirm [***],
                                         and the claim would not have arisen but for such combination, operation or use; (ii) any
                                         modification of the Services by Merchant or its agents which is not pre-approved by Affirm
                                         in writing; (iii) Merchant’s failure to promptly update the Services (e.g.,
                                         install a supported release) provided by Affirm [***];
                                         (vi) use of the Services in breach of this Agreement; or (vii) Merchant’s
                                         continued allegedly infringing activity after being notified thereof or of modifications
                                         that would have avoided the alleged infringement. Affirm shall not be obligated or responsible
                                         for any settlement entered into without Affirm’s prior written consent. Should
                                         the Services become, or in Affirm’s opinion likely become the subject of an IP
                                         Claim, Affirm, at its option, will, in addition to its other obligations hereunder, either
                                         (a) procure for Merchant the right to continue using the Services, (b) modify
                                         the Services to make it non-infringing provided the same functionality is maintained,
                                         or (c) terminate this Agreement as to the potentially infringing Services and refund
                                         Merchant the amortized fees paid under this Agreement for such potentially infringing
                                         Services.



 






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		(c)	Indemnification Procedures.
                                         The Indemnified Party’s right to indemnification is conditioned upon the following:
                                         prompt written notice to the Indemnifying Party of any Claim for which indemnity is sought
                                         pursuant to this Agreement; control of the investigation, preparation, defense and settlement
                                         thereof by the Indemnifying Party; and reasonable cooperation by the Indemnified Party,
                                         at the Indemnifying Party’s request and expense, in the defense of the Claim. The
                                         Indemnified Party shall have the right to participate in the defense of a Claim by the
                                         Indemnifying Party with counsel of the Indemnified Party’s choice at the Indemnified
                                         Party’s sole expense. The Indemnifying Party shall not, without the prior written
                                         consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment
                                         that makes any admissions in the Indemnified Party’s name or imposes any liability
                                         upon the Indemnified Party.



 


		(d)	Implied or Equitable Indemnity.
                                         No party to this Agreement will be entitled to any form of implied or equitable indemnification
                                         at any time, whether based on a theory of contract, torts (including negligence), strict
                                         liability or otherwise, and any right thereto is hereby irrevocably waived and disclaimed
                                         by each of the parties.



 


		13.	Limitation of Liability.



 


[***]


 


		14.	Governing Law; Dispute Resolution.



 


This Agreement shall
be governed by and construed in accordance with the laws of the State of California notwithstanding any conflict of law rules.
Any dispute, claim or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation
or validity thereof, shall be determined by final and binding arbitration before one arbitrator. The place of arbitration shall
be in San Francisco, California, if Merchant is the claimant, and in New York, New York, if Affirm is the claimant. The arbitration
shall be administered by Judicial Arbitration and Mediation Services pursuant to its Comprehensive Arbitration Rules and
Procedures and in accordance with the “Expedited Procedures” described therein. Judgment on the award may be entered
by any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration
from a court of appropriate jurisdiction. If for any reason this arbitration clause is deemed inapplicable or invalid, both Merchant
and Affirm waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue
any claims on a class or consolidated basis or in a representative capacity.


 






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		15.	Force Majeure.



 


Except for each party’s
payment obligations, neither party will be responsible for any failure or delay in performance due, in whole or in part, directly
or indirectly, to any contingency, delay, failure, or cause of any nature beyond its reasonable control, including, without in
any way limiting the generality of the foregoing, fire, terrorism, epidemic, earthquake, storm, flood or other weather, unavailability
of necessary utilities or raw materials, strike, lockout, unavailability of components, war, riot, acts of God, regulation, ordinance,
or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising
out of breach by such party of this Agreement) or other event that is traditionally recognized by California courts as an event
of force majeure. In the event of the happening of such a cause, the party whose performance is so affected will give prompt,
written notice to the other party, stating the period of time the same is expected to continue. Such delay will not be excused
under this Section 15 for more than ninety (90) days.


 


		16.	Assignment.



 


Neither party may
assign all or part of this Agreement without such assignment being considered a change to the Agreement without the prior written
consent of the other party. Notwithstanding the foregoing, such consent shall not be required in the case of an assignment in
connection with the sale or transfer of all or substantially all the party’s assets related to the business covered hereby,
provided that the assigning party gives the non-assigning party written notice of such an assignment as soon as reasonably practicable
following the close of the transaction giving rise to the assignment. Following any assignment permitted hereunder, the assignee
shall have the same rights and obligations as the assignor and shall agree in writing to be bound by the terms and conditions
of this Agreement.


 


		17.	Term and Termination.



 


		(a)	Term.This Agreement
                                         shall commence on the Effective Date and shall remain effective for a period of three
                                         (3) years following the Effective Date (“Initial Term”), unless
                                         terminated earlier in accordance with this Section 17. After the Initial Term of
                                         this Agreement, this Agreement will automatically renew for additional and successive
                                         terms of one year (each a “Renewal Term”), until terminated in accordance
                                         with the terms herein. The Initial Term and any Renewal Term are collectively referred
                                         to under the Agreement as the “Term.” Termination of this Agreement
                                         shall result in the automatic termination of any Order Form effective as of the
                                         date of termination of this Agreement, subject to the obligations herein.



 


		(b)	Termination without Cause.
                                         After the Initial Term, either party may terminate this Agreement (or any one or more
                                         Order Forms) without cause and without need for judicial or administrative action, award
                                         or resolution upon providing at least ninety (90) days' written notice to the other party.



 


		(c)	Termination with Cause.
                                         Notwithstanding anything to the contrary in this Agreement, either party may terminate
                                         this Agreement (or any one or more Order Forms) for a material breach by the other party
                                         that is not cured within thirty (30) days after written notice by the non-breaching party
                                         or immediately upon notice of termination in the event of a material breach that by its
                                         nature cannot be remedied within thirty (30) days. Either party may terminate this Agreement
                                         immediately if the other party (i) terminates its business operations; (ii) becomes
                                         insolvent; (iii) suffers the appointment of a receiver or makes an assignment for
                                         the benefit of creditor; or (iv) enters into any voluntary or involuntary bankruptcy
                                         proceedings. In addition, either party may terminate this Agreement immediately if (a) it
                                         discovers that the other party has misrepresented, omitted or falsified any information
                                         or documentation provided to it, including, but not limited to, its financial records,
                                         inventory records, or any Customer information; (b) the other party engages in conduct
                                         that damages or disparages its reputation or goodwill (or the reputation of its services
                                         or personnel); or (c) it violates any applicable laws.



 






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		(d)	Obligations Upon Termination.
                                         Termination will not release either party from financial obligations owed to the
                                         other party for services previously delivered or payments owed prior to termination,
                                         and the parties shall cooperate with each other to complete all outstanding obligations
                                         to Customers in a mutually agreed fashion. Further, upon termination of this Agreement,
                                         but subject to any continuation that is warranted by a transition period agreed upon
                                         by the parties in writing:



 


		i.	All
                                         licenses granted by Affirm will terminate and all rights shall revert to Affirm. Licenses
                                         granted in this Agreement will extend to any Services for which Customer transactions
                                         have been accepted and for which Services will be delivered post-termination and for
                                         all Services that Merchant is in process of performing, except where termination is by
                                         Affirm for Merchant’s uncured nonpayment.



 


		ii.	Each
                                         party will immediately destroy or return to the other party, and upon request, certify
                                         such destruction of, all of the other’s materials, documentation, data, and Confidential
                                         Information, including all related materials that were derived from such materials, documentation,
                                         data, and Confidential Information.



 


		iii.	Each
                                         party shall immediately cease to represent itself as a partner of the other and cease
                                         its use of any of the other party’s Marks. Such other party’s name, logo
                                         and any other proprietary information related to this Agreement and Services will be
                                         removed immediately from each party’s website, e-mail signature, marketing and
                                         promotional materials, offices and demonstration labs.



 


		(e)	Survival. No termination
                                         of this Agreement will release either party from any payment or other obligations owed
                                         to the other, or affect any rights or liabilities of either party with respect to any
                                         breach of this Agreement. Sections 8, 10, 12, 13, 14 and 17 shall survive termination
                                         of this Agreement until the obligations of those sections are completed.



 


		18.	Insurance.



 


Beginning ninety (90)
days after the Effective Date and continuing during the remainder of the Term of this Agreement, Merchant and Affirm, each at
its own cost and expense, shall continuously maintain in force and effect [***]
with per-claim and aggregate limits of not less than [***].
The coverage provided by these policies shall include, in connection with an act, error, omission or breach of duty in the handling,
management, storage, use or control of protected [***], coverage
for the following: (1) [***]; (2) [***];
(3) [***]; and (4) [***].


 






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No later than the Effective Date, and on
an annual basis thereafter, each party shall provide to the other party a certificate of insurance evidencing that each of them
has procured and is maintaining insurance policy or policies conforming to the above requirements.





 


		19.	Notices.



 


All notices or other
communications required or permitted hereunder shall be in writing and shall be deemed to have been given if sent via electronic
mail: (a) by Merchant to [***] (b) by Affirm, to the
electronic mail address submitted by Merchant on the most current Order Form between the parties, with a copy to [***]
for notices of breach, indemnification or termination. Notices shall be deemed received one (1) Business Day after
being sent by electronic mail.


 


		20.	Waiver.



 


The failure of any
party to enforce any of the terms and conditions of the Agreement shall not constitute a waiver of that party’s right thereafter
to enforce each and every term and condition of this Agreement.


 


		21.	Entire Agreement; Amendments;
                                         Severability.



 


This Agreement, including
the Exhibits and all applicable Order Forms, constitutes the entire understanding and contract between the parties and supersedes
all prior agreements (including any prior agreement entered into between the parties), understandings, arrangements, commitments
or representations, oral or written, between the parties with respect to the subject matter hereof. This Agreement may be executed
in two or more counterparts, each of which shall be an original instrument, but all of which shall constitute one and the same
agreement. The terms and conditions of this Agreement will further supersede all pre-printed terms and conditions contained on
any purchase order or other business form submitted by Merchant to Affirm, or any terms of service or “shrinkwrap”
and similar license agreements that may be contained within the Services or delivered as part of the Affirm IP, from the Effective
Date forward. This Agreement may not be amended or modified except by a writing executed by the duly authorized representatives
of both parties. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions
of this Agreement shall remain in full force and effect.


 






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