Terms and Conditions

Welcome to Merchant!

This Merchant Platform Terms and Conditions includes this introduction, the General Terms, Definitions, and incorporated documents and terms (“Agreement”) and forms a legal agreement between Merchant Platforms, Inc. (“Merchant”) and the entity or sole proprietor on whose behalf a Merchant account is created (“you” and “your”) to receive certain payment processing, data, technology and analytics, or other business services offered by Merchant and its Affiliates. This Agreement states the terms and conditions that apply to your use of the Services and Platform.

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Merchant terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

As referenced in the General Terms, any dispute between you and Merchant is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.

General Terms

Last modified: December 22, 2023

You and Merchant agree as follows:

1. Your Merchant Account.

1.1 Eligibility.

Only businesses (including sole proprietors) and non-profit organizations located in the United States are eligible to apply for a Merchant Account and use the Services. Merchant and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a Merchant Account on behalf of or for the benefit of a user whose use of the Merchant services was suspended or terminated by Merchant, unless Merchant approves otherwise.

1.2 Business Representative.

You and your Representative individually affirm to Merchant that (a) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Merchant may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.

1.3 Sole Proprietors.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of amounts you owe under this Agreement.

1.4 Age Requirements.

If you are a sole proprietor, you must be at least 18 years old to create and utilize a Merchant account.

2. Services and Support.

2.1 Services.

Merchant (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to a Merchant Dashboard.

2.2 Services Terms; Order of Precedence.

The Services Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Services Terms. If there are no Services Terms for a particular Merchant service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Services Terms. If any term in these General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through the Merchant Dashboard.

2.3 Service Modifications and Updates.

Merchant may modify the Services and Merchant Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Merchant will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Merchant Technology that you are using. Merchant is not obligated to provide any Updates.

2.4 Subcontracting.

Merchant may subcontract its obligations under this Agreement to third parties.

2.5 Services Restrictions.

You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:

(a) use the Services for personal, family or household purposes;

(b) act as service bureau or pass-through agent for the Services with no added value to Customers;

(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Merchant systems, programs, data, or services;

(d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or Merchant Technology;

(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;

(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Merchant users’ use of Merchant services; or

(g) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Merchant Website except as permitted by Law.

2.6 Beta Services.

(a) Classification. Merchant may classify certain Merchant services or Merchant Technology, including a particular release or feature, as Beta. A Merchant service may be generally available in some circumstances (e.g., in some countries or regions) while still classified as Beta in other circumstances.

(b) Nature of Beta Services. By their nature, Beta Services may be feature-incomplete or contain bugs. Merchant may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Beta Services.

(c) Feedback. Unless Merchant otherwise agrees in writing, your use of Beta Services is confidential, and you must provide timely Feedback on the Beta Services in response to Merchant requests.

(d) Availability During Beta Period. Merchant may suspend or terminate your access to any Beta Services at any time.

2.7 Support.

Merchant will provide you with support to resolve general issues relating to your Merchant Account and your use of the Services through resources and documentation that Merchant makes available on the Merchant Website and in the Documentation. Merchant’s support is also available by contacting Merchant at contact us. Merchant is not responsible for providing support to Customers.

2.8 Third-Party Services.

Merchant may reference, enable you to access, or promote (including on the Merchant Website) Third-Party Services. These Third-Party Services are provided for your convenience only and Merchant does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and Merchant disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or Merchant’s Privacy Policy. Your use of any Third-Party Service, including those linked from the Merchant Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).

3. Information; Your Business.

3.1 User Information.

Upon Merchant’s request, you must provide User Information to Merchant in a form satisfactory to Merchant. You must keep the User Information in your Merchant Account current. You must promptly update your Merchant Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify Merchant, and provide to Merchant updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.

3.2 Information Retrieved by Merchant.

You authorize Merchant to retrieve information about you and your business from Merchant’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, and you authorize and direct those third parties to compile and provide that information to Merchant. This information may include your, or your Representative’s, name, addresses, credit history, banking relationships, and financial history.

4. Services Fees; Taxes.

4.1 Services Fees.

The Fees are stated on the Merchant Pricing Page, unless you and Merchant otherwise agree in writing. Merchant may revise the Fees at any time. If Merchant revises the Fees for a Service that you are currently using, Merchant will notify you at least 30 days before the revised Fees apply to you.

4.2 Collection of Fees and Other Amounts.

You must pay, or ensure that Merchant is able to collect, Fees and other amounts you owe under this Agreement when due. Merchant may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with Merchant or any of its Affiliates, from your Merchant Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your Merchant Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with Merchant or any of its Affiliates, or if Merchant is unable to collect amounts due from your Merchant Account balance, then Merchant may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by Merchant or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the Merchant account balance of each Merchant account that Merchant determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, Merchant may deduct, recoup or setoff an amount equal to the amount owed (using Merchant’s conversion rate) together with any fees Merchant incurs in making the conversion.

4.3 Debit Authorization.

Without limiting Section 4.2, you authorize Merchant to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorization, to collect amounts you owe under this Agreement. If Merchant is unable to collect those amounts by debiting a User Bank Account, then you immediately grant to Merchant a new, original authorization to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorization. Merchant may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. Your authorization under this Section 4.3 will remain in full force and effect until (a) all of your Merchant Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent Law permits, you waive that right.

4.3.1 User Bank Account Debit Authorizations.

By using Merchant services, you agree to Merchant and its affiliates’ right to debit your User Bank Account and you authorize Merchant and its affiliates to debit your User Bank Account to collect any fees owed or other amounts due to Merchant or its affiliates or to credit or transfer funds to any of your accounts maintained with Merchant or its affiliates. Your authorization to Merchant and its affiliates extends to any bank account that you link to Merchant services (i.e. any User Bank Account). Your authorization is in complete compliance with any applicable bank debit rules, including the debit scheme authorization and mandate language included below. Your authorization to debit any of your User Bank Accounts includes the specific mandate or authorization language for the specific debit scheme that covers your bank account (e.g. for US bank accounts the ACH/Nacha language will apply). The debit scheme language for each bank scheme is incorporated into your authorization to Merchant and Merchant’s affiliates to debit any of your User Bank Accounts with the same force and effect as if you had signed a paper and obtained a hard copy containing the same terms.

4.3.1 US Bank Accounts (ACH/Nacha).

I authorize Merchant and Merchant’s Affiliates to periodically debit any of the US User Bank Accounts for any amount owed to Merchant or Merchant’s Affiliates under the Merchant Services Agreement or to credit or transfer funds to any of my accounts maintained with Merchant or Merchant’s Affiliates, until this authorization is revoked. I waive any prior notice requirements for Merchant and/or Merchant Affiliates to provide me or my company with notice of a debit for amounts owed to Merchant or Merchant’s Affiliates or amounts used to credit or transfer funds to any of my accounts with Merchant or Merchant’s Affiliates. I confirm that I am the only person required to authorize debits from the User Bank Accounts. I understand that Merchant and Merchant Affiliates will only debit the User Bank Account in accordance with the Merchant Services Agreement or as otherwise agreed between Merchant or Merchant’s Affiliates and me. I may amend or cancel this authorization at any time by providing Merchant with 30 days’ notice.

4.4 Taxes.

Merchant’s fees exclude all Taxes, except as the Merchant Pricing Page states to the contrary. You have sole responsibility and liability for:

(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and

(b) assessing, collecting, reporting and remitting Taxes for your business. If Merchant is required to withhold any Taxes, Merchant may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Merchant an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Merchant will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as Merchant reasonably requests, and must promptly notify Merchant if any information that Merchant prepopulates is inaccurate or incomplete. Merchant may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require Merchant to file periodic informational returns with taxing authorities related to your use of the Services. Merchant may send tax-related information electronically to you.

5. User Bank Accounts; Funds.

5.1 User Bank Accounts; Prohibition on Grant or Assignment.

You must designate at least one User Bank Account in connection with the Services. Merchant may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.

6. Termination; Suspension; Survival.

6.1 Termination.

(a) Your Termination. You may terminate this Agreement at any time by closing your Merchant Account. You can terminate your account in the Merchant Dashboard or by reaching out to us at merchant.app/contact. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.

(b) Merchant Termination. Merchant may terminate this Agreement (or any part) or close your Merchant Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying you. In addition, Merchant may terminate this Agreement (or relevant part) for cause if Merchant exercises its right to suspend Services (including under Section 6.2 of these General Terms) and does not reinstate the suspended Services within 30 days.

(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.

(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

6.2 Suspension.

Merchant may immediately suspend providing any or all Services to you, and your access to the Merchant Technology, if:

(a) Merchant believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;

(b) a Governmental Authority or a Financial Partner requires or directs Merchant to do so;

(c) you do not update in a timely manner your implementation of the Services or Merchant Technology to the latest production version Merchant recommends or requires;

(d) you do not respond in a timely manner to Merchant’s request for User Information or do not provide Merchant adequate time to verify and process updated User Information;

(e) you breach this Agreement or any other agreement between the parties;

(f) you breach any Financial Services Terms;

(g) you enter an Insolvency Proceeding;

(h) Merchant believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Merchant; or

(i) Merchant believes that your use of the Services (i) is or may be harmful to Merchant or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that Merchant observes; (iv) degrades, or may degrade, the security, stability or reliability of the Merchant services, Merchant Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.

6.3 Survival.

The following will survive termination of this Agreement:

(a) provisions that by their nature are intended to survive termination (including Sections 4, 7.2, 9.4, 11, 12 and 13 of these General Terms); and

(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

7. Use Rights.

7.1 Use of Services.

Subject to the terms of this Agreement, Merchant grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Merchant Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.

7.2 Feedback.

During the Term, you and your Affiliates may provide Feedback to Merchant or its Affiliates. You grant, on behalf of yourself and your Affiliates, to Merchant and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Merchant services. All Feedback is Merchant’s confidential information.

7.3 Marks Usage.

Subject to the terms of this Agreement, each party grants to the other party and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Merchant as your service provider. Accordingly, Merchant and its Affiliates may use those Marks:

(a) on Merchant webpages and apps that identify Merchant’s customers;

(b) in Merchant sales/marketing materials and communications; and

(c) in connection with promotional activities to which the parties agree in writing. When using Marks of Merchant or its Affiliate, you must comply with the Merchant Marks Usage Terms and all additional usage terms and guidelines that Merchant provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.

7.4 No Joint Development; Reservation of Rights.

Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.

8. Privacy and Data Use.

8.1 Privacy Policies.

Each party will make available a Privacy Policy that complies with Law. Merchant’s Privacy Policy explains how and for what purposes Merchant collects, uses, retains, discloses and safeguards the Personal Data you provide to Merchant.

8.2 Personal Data.

When you provide Personal Data to Merchant, or authorize Merchant to collect Personal Data, you must provide all necessary notices to and obtain all necessary rights and consents from the applicable individuals (including your Customers) sufficient to enable Merchant to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and Merchant’s Privacy Policy describe. Merchant will not sell or lease Personal Data that Merchant receives from you to any third party.

8.3 Protected Data.

To the extent Law permits, Merchant will use Protected Data to (a) secure, provide, provide access to, and update the Merchant services; (b) fulfill its obligations under Law, and comply with Financial Partner and Governmental Authority requirements and requests; and (c) prevent and mitigate fraud, financial loss, and other harm. Merchant is not obligated to retain Protected Data after the Term, except as (w) required by Law; (x) required for Merchant to perform any post-termination obligations; (y) this Agreement otherwise states; or (z) the parties otherwise agree in writing. You are responsible for being aware of and complying with Law governing your use, storage and disclosure of Protected Data.

8.4 Merchant Data.

You may use the Merchant Data only as this Agreement and other agreements between Merchant and you (or their Affiliates) permit.

8.5 Use of Fraud Signals.

If Merchant provides you with information regarding the possibility or likelihood that a transaction may be fraudulent or that an individual cannot be verified, Merchant may incorporate your subsequent actions and inactions into Merchant’s fraud and verification model, for the purpose of identifying future potential fraud.

9. Data Security.

9.1 Controls.

Each party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.

9.2 PCI-DSS.

Merchant will make reasonable efforts to provide the Services in a manner consistent with PCI-DSS requirements that apply to Merchant.

9.3 Merchant Account Credentials.

You must prevent any Credential Compromise, and otherwise ensure that your Merchant Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with Merchant, including by providing information that Merchant requests. Any act or failure to act by Merchant will not diminish your responsibility for Credential Compromises.

9.4 Data Breach.

You must notify Merchant immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.

9.5 Audit Rights.

If Merchant believes that a compromise of data has occurred on your systems, website, or app, Merchant may require you to permit a Merchant approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. Merchant may share with Financial Services Partners any report the auditor issues.

10. Representations and Warranties.

10.1 Representations and Warranties.

You represent as of the Effective Date, and warrant at all times during the Term, that:

(a) you have the right, power, and ability to enter into and perform under this Agreement;

(b) you are a business (which may be a sole proprietor) or a non-profit organization located in the United States and are eligible to apply for a Merchant account and use the Services;

(c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;

(d) your employees, contractors and agents are acting consistently with this Agreement;

(e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;

(f) you are authorized to initiate settlements to and debits from the User Bank Accounts;

(g) you comply with Law with respect to your business, your use of the Services and Merchant Technology, and the performance of your obligations in this Agreement;

(h) you comply with the Documentation;

(i) you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand;

(j) you do not use the Services to conduct a Restricted Business, transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business;

(k) you own each User Bank Account, and each User Bank Account is located in a Merchant -approved country for the location of your Merchant Account, as described in the Documentation; and

(l) all information you provide to Merchant, including the User Information, is accurate and complete.

10.2 Scope of Application.

Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 10.1 and 15.9 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Services Terms.

11. Indemnity.

11.1 Merchant IP Infringement.

(a) Defense and Indemnification. Merchant will defend you against any IP Claim and indemnify you against all IP Claim Losses.

(b) Limitations. Merchant’s obligations in this Section 11.1 do not apply if the allegations do not specify that the Merchant Technology, Services, or Mark of Merchant or its Affiliate is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:

(i) the use of the Merchant Technology or Services in combination with software, hardware, data, or processes not provided by Merchant;

(ii) failure to implement, maintain and use the Merchant Technology or Services in accordance with the Documentation and this Agreement;

(iii) your breach of this Agreement; or

(iv) your negligence, fraud or willful misconduct.

(c) Process. You must promptly notify Merchant of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Merchant of its obligations under this Section 11, except to the extent Merchant has been prejudiced by the delay or failure. You must give Merchant sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Merchant will not enter into any settlement that imposes any obligation on you (other than payment of money, which Merchant will pay) without your consent. You must reasonably assist Merchant in defending the IP Claim.

(d) Other Merchant Actions. Merchant may in its discretion and at no additional expense to you:

(i) modify the Merchant Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;

(ii) replace the affected Merchant Technology or Services with a non-infringing alternative;

(iii) obtain a license for you to continue to use the affected Merchant Technology, Services, or Mark; or

(iv) terminate your use of the affected Merchant Technology, Services, or Mark upon 30 days’ notice.

(e) Exclusive Remedy. This Section 11.1 states Merchant’s sole liability, and your sole and exclusive right and remedy, for infringement by the Merchant Technology, Services, or Marks of Merchant or its Affiliate, including any IP Claim.

11.2 User Indemnification.

(a) Defense. You will defend the Merchant Parties against any Claim made against any of the Merchant Parties to the extent arising out of or relating to:

(i) your breach of any of your representations, warranties or obligations under this Agreement;

(ii) your use of the Services, including use of Personal Data;

(iii) an allegation that any of the Marks you license to Merchant, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or

(iv) a User Party’s negligence, willful misconduct or fraud.

(b) Indemnification. You will indemnify the Merchant Parties against all Merchant Losses arising out of or relating to Claims described in this Section 11.2.

12. Disclaimer and Limitations on Liability.

The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

12.1 Disclaimer.

Merchant provides the Services and Merchant Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Merchant does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Merchant Technology, Merchant Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Merchant Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Merchant Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Merchant Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Merchant Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Merchant Data; (f) Content; or (g) the defamatory, offensive, or illegal conduct of others.

12.2 LIMITATIONS ON LIABILITY.

(a) Indirect Damages. To the maximum extent permitted by Law, the Merchant Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Merchant Parties have been advised of their possibility.

(b) General Damages. To the maximum extent permitted by Law, the Merchant Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Merchant (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.

13. Dispute Resolution; Agreement to Arbitrate.

13.1 Binding Arbitration.

(a) All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s IP Rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in San Francisco, California before a single arbitrator.

(b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.

(c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.

(d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 13 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.

13.2 Arbitration Procedure.

(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.

(b) Subject to Section 13.2(a), each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.

(c) Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

(d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

13.3 Confidentiality.

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Merchant may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

13.4 Conflict of Rules.

In the case of a conflict between the provisions of this Section 13 and the AAA Rules, the provisions of this Section 13 will prevail.

13.5 Class Waiver.

To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

13.6 No Jury Trial.

If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

14. Modifications to this Agreement.

Merchant may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), by notifying you. The modified Agreement is effective upon posting or, if Merchant notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Merchant Legal Page regularly for modifications to this Agreement. Merchant last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.

15. General Provisions.

15.1 Electronic Communications.

By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.

15.2 Notices and Communications.

(a) Notices to Merchant. Unless this Agreement states otherwise, for notices to Merchant, you must contact us. A notice you send to Merchant is deemed to be received when Merchant receives it.

(b) Communications to you. In addition to sending you a Communication electronically as Section 15.1 of these General Terms describes, Merchant may send you Communications by physical mail or delivery service to the postal address listed in the applicable Merchant Account. A Communication Merchant sends to you is deemed received by you on the earliest of (i) when posted to the Merchant Website or Merchant Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.

15.3 Legal Process.

Merchant may respond to and comply with any Legal Process that Merchant believes to be valid. Merchant may deliver or hold any funds or, subject to the terms of Merchant’s Privacy Policy, any data as required under the Legal Process, even if you are receiving funds or data on behalf of other parties. Where Law permits, Merchant will notify you of the Legal Process by sending a copy to the email address in the applicable Merchant Account. Merchant is not responsible for any losses, whether direct or indirect, that you may incur as a result of Merchant’s response or compliance with a Legal Process in accordance with this Section 15.3.

15.4 Collection Costs.

You are liable for all costs Merchant incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

15.5 Interpretation.

(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.

(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.

(c) Except where expressly stated otherwise in a writing executed between you and Merchant, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.

(d) All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.

(e) The section headings of this Agreement are for convenience only, and have no interpretive value.

(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.

(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.

(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.

(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

15.6 Waivers.

To be effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

15.7 Force Majeure.

Merchant and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in Merchant or its Affiliates’ performance or non-performance, to the extent caused by a Force Majeure Event.

15.8 Assignment.

You may not assign or transfer any obligation or benefit under this Agreement without Merchant’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Merchant may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

15.9 Export Control.

You must not use or otherwise export, re-export or transfer the Merchant Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Merchant Technology was distributed and obtained, including by providing access to Merchant Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Merchant Technology, you represent as of the Effective Date and warrant during the Term that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned 50% or more, or controlled, by individuals and entities (i) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (ii) any of whom or which is a High-Risk Person. You must not use the Merchant Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

15.10 No Agency.

Each party to this Agreement, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Merchant and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and Merchant or its Affiliate as agent, the agency conferred, including your rights as principal and Merchant’s or its Affiliate’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or Merchant or its Affiliate, and will in no event establish an agency relationship for tax purposes.

15.11 Severability.

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

15.12 Cumulative Rights; Injunctions.

The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity or under the Financial Services Terms. Any material breach by a party of Section 7 or Section 8 of these General Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.

15.13 Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.

Definitions

“AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 13.1(b) of the General Terms.

“ACH Network” means the automated clearinghouse payment network that the member organizations of Nacha control and manage.

“Acquirer Terms” means the terms that a Payment Method Acquirer has specified that apply to that Payment Method Acquirer’s services, located on or accessible from the Merchant Legal Page.

“Activity” means any action taken on or related to a Connected Account that a Merchant Connect Platform or a Connected Account initiates, submits or performs, either through the Merchant Technology or through the Merchant Connect Services, including communication regarding the Services as related to that Connected Account.

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

“Apps on Devices” means the application management and distribution service and developer tools provided by Merchant that enable you to utilize Merchant Apps.

“Asset Account” means the account in which funds are maintained to support the extension of credit in connection with the Merchant Issuing Programs, which is, depending on which Merchant Issuing Program you participate in, your Issuing top-up balance, your Acquiring Receivables balance (as defined in the applicable Issuing Bank Terms), or your Financial Account.

“Authorized Purpose” means the purpose approved by Merchant under Section 2.1 of the Merchant Financial Connections Terms for which you may collect, use, disclose and process Connections Data.

“Beneficiary” means a business entity (i.e., not a natural person) that is an intended beneficiary of a Retirement or Retirement Services.

“Beta” means “proof of concept,” “beta,” “pilot,” “invite only” or similar designation.

“Beta Service” means any Beta portion of the Services or Merchant Technology.

“Card” has the meaning given to it in the applicable Issuing Bank Terms.

“Card Authorized User” means an individual a Merchant Issuing Accountholder authorizes to use a Card to make Card Transactions on the Merchant Issuing Accountholder’s behalf (e.g., the Merchant Issuing Accountholder’s employee or representative).

“Card Authorized User Terms” means the terms governing a Card Authorized User’s use of a Card.

“Card Network” means a payment card network, including the network operated by each of Visa, Mastercard, American Express and Discover.

“Card Network Rules” means the Payment Method Rules published by a Card Network.

“Card Transaction” has the meaning given in the applicable Issuing Bank Terms.

“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.

“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.

“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.

“Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.

“Connected Account Agreement” means the agreement with Merchant that applies to Connected Accounts (except Payout Recipients), which is accessible on the Merchant Legal Page for the Connected Account's jurisdiction.

“Connected Account Data” means data about Connected Accounts and Activity, which may include Protected Data and Merchant Data.

“Connections End User” means an End User whose Connections Data you request to access, collect, use, and process in connection with the Merchant Financial Connections Services.

“Content” means all text, images, and other content that Merchant does not provide to you and that you upload, publish or use in connection with the Services.

“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.

“Credential Compromise” means an unauthorized access, disclosure or use of your Merchant Account credentials.

“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).

“Data Source” means an entity that provides financial account information to Merchant.

“Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers).

“Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).

“End User” has the meaning given in Merchant’s Privacy Policy.

“End User Rights” means the data privacy rights afforded to End Users under Law, including the CCPA and GDPR.

“Entry” has the meaning given to it in the Nacha Operating Rules.

“ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. Chapt. 18.

“Express Consent” means a Connections End User’s express, informed opt-in consent to your collection, use, disclosure, and processing of that Connections End User’s Connections Data for the Authorized Purpose.

“Express Consent UI” means the user interface, including the text and consent mechanism included on that user interface, through which you obtain Express Consents.

“FCRA” means Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. and Equal Credit Opportunity Act, 15 U.S.C. Section 1681, et seq.

“FDIC” means Federal Deposit Insurance Corporation.

“FDIC Insurance” means deposit insurance that covers certain types of accounts at FDIC-insured banks.

“Feedback” means ideas, suggestions, comments, observations and other input you provide to Merchant regarding Merchant services and the Merchant Technology.

“Fees” means the fees applicable to the Services.

“Financial Account” means the virtual prepaid access account that SPC or its Affiliates creates for a Merchant Treasury Accountholder as part of the Merchant Treasury Services.

“Financial Institution” has the meaning given in the GLBA.

“Financial Partner” means a third party or an Affiliate of Merchant that provides financial services and with which Merchant or its Affiliate interacts to provide the Services.

“Financial Services Terms” means (a) the rules and terms a Financial Partner specifies that apply to that entity’s services; and (b) the PCI Standards.

“Force Majeure Event” means an event beyond the control of Merchant or its Affiliates, including a strike or other labor dispute; labor shortage, stoppage or slowdown; supply chain disruption; embargo or blockade; telecommunication breakdown; power outage or shortage; inadequate transportation service; inability or delay in obtaining adequate supplies; weather; earthquake; fire; flood; act of God; riot; civil disorder; civil or government calamity; epidemic; pandemic; state or national health crisis; war; invasion; hostility (whether war is declared or not); terrorism threat or act; Law; or act of a Governmental Authority.

“GLBA” means Gramm-Leach Bliley Act, 15 U.S.C. Sections 6802-6809.

“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Merchant or you, as applicable.

“High-Risk Jurisdiction” means any jurisdiction or administrative region that Merchant has deemed to be of particularly high risk, as identified on the Merchant Restricted Business List.

“High-Risk Person” means any individual or entity that Merchant has deemed to be of particularly high risk, as identified on the Merchant Restricted Business List.

“Hold” means a restriction on the availability of funds in a Financial Account that Merchant or its Affiliate places as a result of delayed funds availability, Legal Process or other reason.

“ID Image” means an image of an individual submitted through the Merchant Identity Services, including an image captured from an individual’s identification document.

“Insolvency Proceeding” means the occurrence of any of the following (or any analogous procedure or step):

(a) as defined by Law, you are unable (or deemed to be unable) to pay your debts;

(b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings;

(c) you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganization);

(d) you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets;

(e) you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law;

(f) a moratorium is agreed or declared with respect to all or part of your debts;

(g) you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts;

(h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;

(i) a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed in respect of the whole or any part of your assets;

(j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;

(k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or

(l) where any User Group Entity or shareholder of a User Group Entity is subject to any of the events listed in this definition.

“IP Claim” means a Claim made against you by a third party alleging that the Merchant Technology, Services or a Merchant Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts.

“IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by Merchant.

“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.

“IRS” means Internal Revenue Service.

“IRS Code” means Internal Revenue Code, 26 U.S.C. Title 26.

“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.

“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.

“Mark” means a trademark, service mark, design mark, logo or stylized script.

“Nacha” means the National Automated Clearinghouse Association.

“Nacha Operating Rules” means the rules Nacha publishes that govern automated clearing house transactions on the ACH Network, located at www.nachaoperatingrulesonline.org.

“Originator” has the meaning given to it in the Nacha Operating Rules.

“Payment Account Details” means the Payment Method account details for a Customer that the PCI Standards require to be protected, which may include the Customer’s name, and with respect to credit and debit cards, the Customer’s account number, card expiration date, and card verification value or similar security code.

“Payment Method” means a payment method that Merchant accepts as part of the Merchant Payments Services (e.g., a Visa credit card, Klarna).

“Payment Method Acquirer” means an entity that a Payment Method Provider has authorized to (a) sponsor or submit Transactions at the request of merchants to the Payment Method Provider for authorization and clearing; and (b) receive and remit settlement funds for authorized and cleared Transactions.

“Payment Method Provider” means the provider of a Payment Method (e.g., Visa Inc., Klarna Bank AB).

“Payment Method Rules” means the guidelines, bylaws, rules and regulations a Payment Method Provider imposes that describe how a Payment Method may be accepted and used.

“Payout Delay” means a delay to the Payout Schedule caused by (a) the unavailability of a Financial Partner, Governmental Authority, telecommunications provider or internet service provider; (b) incorrect information, such as a bank account number, provided to Merchant; (c) your equipment, software, or other technology; or (d) a Force Majeure Event.

“Payout Recipient” means a third-party recipient to which Merchant enables you to make payouts via the Merchant Connect Services.

“Payout Schedule” means the schedule available in the Merchant Dashboard that shows the number of business days following the Transaction date that it takes for Merchant to initiate transfer of Transaction settlement funds to a User Bank Account.

“PCI-DSS” means the Payment Card Industry Data Security Standards.

“PCI Standards” means PCI-DSS and Payment Application Data Security Standard (PA-DSS), including successor standards (if any).

“Personal Data” means any information relating to an identifiable natural person that is Processed in connection with the Services, and includes “personal data” as defined under EU Regulation (EU) 2016/679 (General Data Protection Regulation) and “personal information” as defined under the CCPA.

“Platform Services” means the products and services that Platform Users receive from a Merchant Connect Platform, regardless of whether fees are charged (e.g., web development, customer support or hosting services).

“Platform User” means, where you are acting as a Merchant Connect Platform, a user of your platform.

“Principal Owner” means, with respect to a legal entity, an individual who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, owns at least 25% of the equity interests of the legal entity.

“Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.

“Refund” means an instruction you initiate to provide a full or partial return of funds to a Customer for a processed Transaction.

“Representative” means an individual submitting your application for a Merchant Account.

“Reserve” means funds described as such by Merchant, which Merchant holds as security against liabilities you incur under this Agreement.

“Restricted Business” means any category of business or business practice for which a Service cannot be used, as identified on the Merchant Restricted Business List (located on the Merchant Website) for the applicable Service and jurisdiction of your Merchant Account.

“Reversal” means the reversal of the settlement of funds for a Transaction.

“Selfie Verification” means the verification of an ID Image using biometric identifiers and facial recognition technology.

“Service” means a service Merchant (or its Affiliate, as applicable) makes available to you under this Agreement.

“Services Terms” means terms in this Agreement that apply to particular Merchant services.

“Merchant Account” means your Merchant account.

“Merchant API” means all instances of the Merchant application programming interfaces, including all endpoints that enable Merchant users to use Merchant services.

“Merchant Dashboard” means the interactive user interface through which a Merchant user may view information about and manage a Merchant account.

“Merchant Data” means data that you obtain via the Services, including (a) information relating to Merchant API interactions via the Merchant Technology; (b) information Merchant uses for security or fraud prevention; and (c) all aggregated information Merchant generates from the Services.

“Merchant Issuing Account” means the account an Issuing Bank maintains for a Merchant Issuing Accountholder, and each subaccount to that account.

“Merchant Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the Merchant Parties.

“Merchant Parties” means Merchant, Merchant Affiliates, and the directors, employees and agents of each.

“Merchant Payments Services” means the Services that enable you to accept and refund Customer payments, perform related financial transactions, and manage Customer disputes.

“Merchant Technology” means all hardware, software (including software in the Merchant SDKs), application programming interfaces (including the Merchant API), user interfaces (including the Merchant Dashboard), and other technology that Merchant uses to provide and make available the Merchant services.

“Merchant Website” means merchant.app.

“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.

“Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services.

“Transaction” means a Payment Method transaction request initiated via the Merchant Technology through which Merchant is directed to capture funds for or from a payer’s associated account with respect to a payment from a Customer to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request.

“Update” means a modification, feature enhancement or update to the Services or Merchant Technology that requires you to take some action, which may include changing your implementation of the Services or Merchant Technology.

“User Bank Account” means a bank or other financial institution account you identify.

“User Compliance Information” means information about you that Merchant requires to comply with Law, and Governmental Authority and Financial Partner requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your Merchant Account.

“User Financial Information” means (a) information about you that Merchant requires to assess your business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable Merchant to calculate your risk of loss; and (c) all other information Merchant requests to assess your risk and ability to perform your obligations under this Agreement.

“User Group” means (a) you; (b) any entity or individual that Merchant reasonably determines is associated with you; and (c) each of your and their Affiliates; that has entered into an agreement with Merchant (or an Affiliate of Merchant) under which Merchant or its Affiliate provides services.

“User Group Entity” means an individual or entity that is part of the User Group (including you).

“User Information” means User Compliance Information and User Financial Information.

“User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.