pepelwerk Org Portal Payment Terms and Acceptable Payment Methods Effective Date: June 1, 2026 These Org Portal Payment Terms ("Payment Terms") govern payment for subscriptions, services, modules, variable features, usage-based activity, program management services, sponsorship activity, marketplace transactions, wallet-funded activity, and any other products or services ordered, activated, scheduled, purchased, or used through pepelwerk’s Org Portal. These Payment Terms apply to the purchasing organization, account owner, administrator, sponsor, funder, or other authorized user who places, approves, activates, or manages an order through the Org Portal ("Customer"). These Payment Terms are incorporated into and supplement pepelwerk’s Terms of Use, Org Portal User and Account Agreement, applicable order forms, invoices, module terms, services descriptions, and any written agreement signed by pepelwerk.

1. Purpose and Scope

The Org Portal is the organization-facing platform used to activate and manage pepelwerk subscriptions, modules, services, access codes, sponsorships, funding activity, reporting, marketplace activity, program management, and related workforce, education, career, and talent development services. Customer is responsible for all fees, charges, taxes, payment obligations, wallet funding obligations, usage charges, variable feature charges, and marketplace transactions approved, activated, ordered, scheduled, or incurred through its Org Portal account. pepelwerk provides informational, assistive, and decision-support functionality through software, automation, and artificial intelligence as described in applicable pepelwerk product terms. These services support Customer-directed decision-making and do not constitute advice or decision-making by pepelwerk.

2. Orders and Advance Payment Requirement

All orders for subscriptions, services, modules, access codes, sponsorship activity, program management services, variable features, usage-based features, marketplace activity, learning-related activity, events, reporting, implementation, and other Org Portal services must be paid in advance unless pepelwerk expressly agrees otherwise in writing through an authorized pepelwerk financial representative. An order is considered placed when an authorized Customer user selects, approves, submits, activates, schedules, confirms, or otherwise authorizes a purchase, module, subscription, service, feature, access code, sponsorship request, wallet-funded activity, or marketplace transaction in the Org Portal or through another pepelwerk-approved ordering process. pepelwerk is not required to activate, continue, deliver, schedule, publish, fund, release, report on, or support any subscription, service, access code, sponsored activity, variable feature, or marketplace transaction until required payment or wallet funding has been received, validated, and applied.

3. Fees and Charges

Customer agrees to pay all fees and charges associated with the products and services it orders or uses, including, as applicable:

• Subscription fees
• Module fees
• Activation fees
• Implementation fees
• Program management fees
• Professional services fees
• Access code fees
• AI Career Assistant fees
• Usage-based fees
• Variable feature fees
• Marketplace transaction fees
• Sponsorship administration fees
• Learning stipend or course-related fees
• Event fees
• Reporting or analytics fees
• Payment processing fees
• Taxes, assessments, and legally required charges

Fees may be based on the selected subscription term, module configuration, number of users, number of access codes, scope of services, usage volume, marketplace activity, funding activity, or other pricing terms presented in the Org Portal, invoice, order summary, services description, or written agreement. Unless otherwise stated in a written agreement signed by pepelwerk, all fees are due in full at the time the order is placed.

4. Acceptable Payment Methods

pepelwerk accepts the following payment methods for Org Portal orders, subject to availability, transaction limits, processing rules, and account approval:

1. ACH payment. Customer may pay by ACH debit or ACH transfer when supported

by pepelwerk’s payment process. Customer authorizes pepelwerk or its payment processor to initiate ACH debits, credits, reversals, or corrections as needed to process authorized payments, resolve failed payments, apply refunds only when required by law or expressly approved in writing by pepelwerk, correct processing errors, or reconcile account activity.

2. Credit cards. Customer may pay by accepted credit card when available in the Org

Portal or through a pepelwerk-approved payment process. Customer represents that it is authorized to use the card and that all payment information provided is accurate and complete.

3. Debit cards. Customer may pay by accepted debit card when available in the Org

Portal or through a pepelwerk-approved payment process. Customer represents that it is authorized to use the card and that sufficient funds are available at the time of payment.

4. Prefund wallets. Customer may add funds to an Org Portal wallet, sponsor wallet,

program wallet, or other pepelwerk-approved wallet to pay for eligible future activity. Wallets are prepaid payment mechanisms used to fund eligible subscriptions, services, access codes, sponsorships, learning activity, marketplace activity, and other approved Org Portal transactions. pepelwerk may decline, limit, require, change, or discontinue a payment method at any time based on risk, transaction size, failed payment history, suspected fraud, account status, payment processor rules, banking requirements, compliance requirements, or business needs.

5. Prefund Wallets

A prefund wallet is a prepaid balance established for eligible Org Portal activity. Wallets are not bank accounts, deposit accounts, stored-value accounts for general consumer use, trust accounts, fiduciary accounts, or interest-bearing accounts. Wallet balances are used only within the pepelwerk platform for approved activity. Customer is responsible for ensuring that sufficient wallet funds are available before activating or scheduling any wallet-funded subscription, service, access code, sponsorship, course-related activity, marketplace transaction, or variable feature. Wallet funds may be used only for eligible activity approved by pepelwerk and consistent with the applicable account configuration, order terms, sponsor rules, grant rules, program requirements, marketplace rules, and pepelwerk policies. Customer remains solely responsible for determining eligibility, distribution, and use of any funds applied through wallet-based activity. Funds added to a wallet are final and non-refundable except where a refund is required by applicable law or expressly approved in writing by an authorized pepelwerk financial representative.

6. How Prefund Wallets Are Debited

When Customer uses a prefund wallet as the payment method, pepelwerk may debit the wallet balance when any of the following occurs:

1. Customer places, submits, approves, activates, or confirms an order.

2. Customer activates a subscription, module, access code, service, feature,

sponsorship, or marketplace activity.

3. Customer schedules or authorizes program management, professional services,

event activity, learning activity, workforce activity, or other service delivery.

4. Customer requests, approves, or allocates sponsored funds for an eligible activity.

5. A participant, learner, employee, member, candidate, or other eligible user

redeems, activates, enrolls in, confirms, completes, or otherwise triggers a qualified funded activity under Customer’s account rules.

6. A variable feature, usage-based feature, marketplace transaction, or other billable

activity is used or incurred.

7. pepelwerk applies fees, charges, taxes, processing fees, administration fees, or

other amounts authorized by the applicable order, module, program, sponsor, wallet, or account terms. Wallet debits may occur at the time of order placement, activation, scheduled activity, confirmed usage, qualified funding event, milestone, enrollment, completion, or other billing event depending on the service type and account configuration. Billing events are based on platform activity, usage, or activation and are not dependent on outcomes, results, or success of any individual, organization, or program. If a wallet balance is insufficient, pepelwerk may decline the transaction, prevent activation, pause delivery, require another payment method, require additional funding, or place the related subscription, access code, service, feature, sponsorship, or marketplace activity in inactive, draft, pending, paused, suspended, or terminated status.

7. Customer Payment Authorization and Responsibility

Customer represents and warrants that:

• Each person who places or approves an order has authority to bind Customer.
• Customer is responsible for all activity by its account owner, administrators,

finance users, authorized users, access code managers, sponsor managers, and other account users.

• Customer will provide complete, accurate, and current payment information.
• Customer will maintain a valid payment method or sufficient prefund wallet

balance.

• Customer will pay all charges incurred through the Org Portal.
• Customer will not initiate chargebacks or payment reversals for authorized

transactions except where required by applicable law. Customer is responsible for internal approvals, budgeting, procurement, grant compliance, sponsor approval, purchase order processing, and funding source validation. Internal Customer delays do not excuse payment obligations unless pepelwerk agrees otherwise in writing.

8. Invoices, Receipts, and Account Records

pepelwerk may provide order summaries, invoices, receipts, wallet transaction records, payment confirmations, reports, or account statements through the Org Portal, email, payment processor, or another approved method. Customer is responsible for reviewing all invoices, receipts, order summaries, wallet activity, and account records and promptly notifying pepelwerk of any suspected error. Unless Customer provides written notice of a billing error within thirty (30) days after the applicable invoice, receipt, order summary, or wallet transaction is made available, the charge will be deemed accepted, subject to applicable law.

9. Taxes and Processing Fees

Prices may not include taxes, payment processing fees, banking fees, currency conversion fees, chargeback fees, or other amounts imposed by law, payment processors, banks, card networks, or third parties. Customer is responsible for all applicable taxes, duties, assessments, payment processing fees, banking fees, and similar charges associated with its orders, payment methods, wallet funding, and account activity, unless Customer provides valid exemption documentation accepted by pepelwerk.

10. No Refunds; No Credits; No Chargebacks

All payments are final and non-refundable. This includes payments for subscriptions, modules, services, access codes, sponsorship activity, program management, professional services, variable features, usage-based activity, marketplace activity, wallet funding, implementation, reporting, and any other products or services ordered or activated through the Org Portal. All payments are for access to software, services, marketplace functionality, and related platform activity. pepelwerk does not guarantee any workforce, hiring, learning, funding, or program outcome. Customer is not entitled to any refund, credit, chargeback, offset, cancellation, rollover, or reduction of amounts due because of:

• Non-use or partial use
• Delayed use
• User non-redemption
• Low utilization
• Administrative error by Customer
• Customer staffing changes
• Customer budget changes
• Sponsor or grant changes
• Program design changes
• Internal procurement delays
• Failure to assign users
• Failure to activate access codes
• Failure to use available services
• Early termination
• Dissatisfaction with outcomes

• Marketplace results that do not meet Customer expectations

pepelwerk may, in its sole discretion, approve a credit, refund, rollover, or account adjustment only if required by applicable law or expressly agreed in writing by an authorized pepelwerk financial representative.

11. Failed Payments and Past Due Amounts

A payment is considered failed or past due if it is declined, returned, reversed, disputed, charged back, not funded, not received, not validated, or otherwise not successfully applied to Customer’s account when due. If payment fails, Customer must promptly provide a valid replacement payment method or add sufficient funds to the applicable wallet. pepelwerk may retry failed payments and may apply reasonable administrative, processing, return, chargeback, or collection- related fees to Customer’s account. Customer remains responsible for all amounts due regardless of whether the payment method fails, the wallet has insufficient funds, a purchase order is delayed, a sponsor has not paid, or Customer’s internal payment process is incomplete.

12. Suspension, Pause, Shut Off, and Termination for Non-Payment

If past due amounts are not paid within forty-five (45) days from the date the order was placed, pepelwerk may suspend, pause, shut off, restrict, deactivate, or terminate Customer’s access to the Org Portal, subscriptions, modules, services, access codes, variable features, sponsorship activity, marketplace activity, reporting, support, integrations, and any related system or service. This suspension, pause, shut off, restriction, deactivation, or termination may occur unless a different written arrangement has been approved by an authorized pepelwerk financial representative. pepelwerk may take one or more of the following actions for non-payment:

• Pause or block new orders
• Disable access code activation
• Suspend user access
• Pause services or program management work
• Restrict reporting or analytics
• Prevent marketplace transactions
• Prevent sponsorship allocation or activation

• Disable variable features
• Freeze wallet-funded activity
• Require prepayment before reactivation
• Terminate the applicable subscription, module, service, or account
• Refer unpaid amounts for collection
• Pursue all available legal and equitable remedies

Suspension, pause, shut off, restriction, deactivation, or termination does not waive Customer’s obligation to pay amounts owed and does not entitle Customer to a refund or credit.

13. Reactivation After Non-Payment

pepelwerk may require Customer to pay all past due amounts, failed payment fees, chargeback fees, processing fees, collection costs, reactivation fees, and any required advance payments before restoring access to the Org Portal or any related subscription, service, module, access code, feature, sponsorship activity, marketplace activity, or wallet-funded activity. pepelwerk is not obligated to restore access after suspension or termination and may require a new order, updated payment method, additional contract terms, or written approval from a pepelwerk financial representative.

14. Relationship to Marketplace and Wallet Activity

Org Portal payment terms are designed to support pepelwerk’s prepaid software, services, and marketplace model. Similar to best-in-class SaaS and marketplace platforms, Customer is responsible for approved orders, fees are generally non-cancelable and non- refundable, services may be suspended for non-payment, and prepaid or wallet-funded activity may be required before access or usage is enabled. Wallet balances are used to fund eligible activity inside the pepelwerk ecosystem. Wallets do not create a banking, fiduciary, trust, escrow agency, money transmission, or financial advisory relationship between Customer and pepelwerk. pepelwerk is not a bank, trustee, fiduciary, financial advisor, or regulated escrow agent. Any learning stipends, funding designations, or sponsored payments are administered as directed by the Customer or applicable sponsor and do not create a fiduciary, financial advisory, or fund management relationship with pepelwerk. Customer may not use funded activity, wallet funds, or platform functionality in a manner that violates applicable civil rights, nondiscrimination, or funding program requirements. Use of AI-enabled features, recommendations, matching outputs, coaching interactions, and related services is governed by the pepelwerk AI Recommendation Terms and Limitations and the pepelwerk Guidance Agreement, where applicable.

15. Right to Refuse, Limit, or Condition Transactions

pepelwerk may refuse, cancel, pause, condition, or limit any order, payment, wallet funding, sponsorship activity, marketplace transaction, access code, feature activation, or service if pepelwerk reasonably believes that the transaction:

• Violates law
• Violates pepelwerk policies
• Creates payment risk
• Creates compliance risk
• Creates marketplace integrity risk
• Involves inaccurate information
• Involves unauthorized use
• Involves suspected fraud
• Is inconsistent with sponsor, grant, program, or funding rules
• Cannot be supported with available payment or wallet funds

pepelwerk may take action to preserve payment integrity, prevent misuse of funds, and maintain marketplace trust.

16. Changes to Payment Terms

pepelwerk may update these Payment Terms, payment methods, wallet rules, pricing, billing practices, processing rules, and account requirements from time to time. Updates will be effective on the date posted, communicated, or otherwise made available unless a different effective date is stated. Continued use of the Org Portal after updated Payment Terms become effective constitutes acceptance of the updated Payment Terms.

17. Questions

Questions about Org Portal payments, invoices, wallet balances, funding requirements, or billing records should be submitted through the Org Portal support chat or sent to pepelwerk at info@pepelwerk.com. These Payment Terms supplement and are incorporated into the pepelwerk Terms of Use, Org Portal User and Account Agreement, and applicable product agreements. The Terms of Use govern in the event of any conflict.

Back to Legal Center