Business ISO Agreement

BUSINESS ISO AGREEMENT

This Business ISO Agreement ("Agreement") is entered into as of by and between:

Principal Name:    Principal Address:

ISO Name:    ISO Address:

RECITALS

WHEREAS, Principal is engaged in the business of providing payment processing services and related products and desires to engage ISO to solicit merchants and facilitate enrollment of merchants for the Principal's services pursuant to the terms set forth herein;

WHEREAS, ISO represents that it has the expertise, personnel, and facilities to market, solicit and support merchant accounts, and ISO desires to market and resell Principal's services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the appointment and authorization of ISO to solicit merchants for Principal under the terms and conditions of this Agreement.

SCOPE OF WORK

ISO shall solicit, enroll and provide first-line support to merchants for the Principal's payment processing services. ISO's specific responsibilities include merchant solicitation, collection of merchant documentation, facilitation of underwriting submissions, merchant onboarding assistance, and limited ongoing merchant support as further described below and in any exhibits attached to this Agreement.

PAYMENT TERMS

Compensation to ISO shall be calculated and paid in accordance with the following terms. Principal shall pay ISO the fees set forth below for merchants enrolled and accepted by Principal in each settlement period.

All payments are subject to reconciliation and adjustment for chargebacks, refunds, and other merchant liabilities. Principal may set off any amounts owed by ISO against payments owing to ISO upon notice to ISO.

TERM AND TERMINATION

Term: This Agreement commences on and, unless earlier terminated as permitted herein, shall continue through .

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination for insolvency, fraud, or regulatory action affecting the ability to perform may be immediate without cure.

Effect of Termination: Upon termination, ISO shall cease all solicitations and return all confidential materials. Principal shall pay ISO amounts due for services rendered through the effective date of termination subject to offsets for chargebacks and other liabilities.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully known to the recipient prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information except to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, receiving party shall return or destroy Confidential Information. The parties acknowledge that monetary damages may be insufficient and that injunctive relief may be appropriate to prevent further breaches.

COMPLIANCE; REPRESENTATIONS

ISO represents and warrants that it will comply with all applicable laws, card network rules, anti-money laundering and sanctions requirements, and Principal's reasonable policies and procedures related to merchant onboarding and transaction processing. ISO shall not make representations or promises to merchants inconsistent with Principal's programs.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense.

LIMITATION OF LIABILITY

Except for indemnification obligations and breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, special, incidental, punitive or lost profit damages. Aggregate direct damages shall be limited to the greater of (i) amounts paid or payable to ISO in the twelve (12) months preceding the event giving rise to the claim or (ii) $50,000.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute shall be in the state or federal courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as either party may specify in writing.

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or employer-employee relationship. ISO shall not bind Principal without prior written consent.

Assignment: Neither party may assign this Agreement except with the prior written consent of the other, except that Principal may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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