Business Merchant Agreement

BUSINESS MERCHANT AGREEMENT

This Business Merchant Agreement ("Agreement") is entered into as of by and between Merchant Name: , located at , and Service Provider Name: , located at .

RECITALS

WHEREAS, Merchant operates a business that accepts payment by credit card, debit card, or other electronic payment methods and seeks merchant acquiring, transaction processing, settlement and related services; and

WHEREAS, Service Provider is duly licensed and equipped to provide payment processing, settlement, reconciliation and ancillary merchant services, and Merchant desires to engage Service Provider on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows.

SCOPE OF WORK

Service Provider will provide transaction authorization and settlement, settlement reporting, chargeback management, technical support, and other services expressly described in the Description of Services. Service Provider shall perform such services in a commercially reasonable manner and in compliance with applicable payment network rules and applicable law.

PAYMENT TERMS

Merchant shall pay Service Provider the fees described above for all card-present and card-not-present transactions processed on behalf of Merchant. Fees are exclusive of taxes and other government assessments, which shall be borne by Merchant unless required to be collected or withheld by Service Provider under law.

Late payments past the applicable settlement or billing date shall incur a late fee of and interest at the lesser of 1.5% per month or the maximum permitted by law. Merchant is responsible for chargebacks and associated fees as set forth in Service Provider's chargeback policy.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue through End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within thirty (30) days after written notice of the breach, or immediately if required by applicable law, payment network rule, or regulator.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by a party relating to its business, customers, pricing, transaction data, reconciliation records, software, or trade secrets. Each party shall keep confidential and shall not disclose Confidential Information of the other party except to employees, agents or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

The obligations under this Section do not apply to information that (a) is or becomes public through no breach of this Agreement; (b) was already in the receiving party's lawful possession; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law or by a payment network rule, provided that the receiving party provides prompt written notice to the disclosing party and cooperates to seek confidential treatment or protective order where lawful.

DATA SECURITY AND COMPLIANCE

Merchant shall comply with all applicable payment card industry data security standards (PCI DSS), applicable laws and card network rules. Merchant shall not store full magnetic stripe, track, or PIN data. Service Provider shall implement reasonable administrative, technical and physical safeguards to protect cardholder data while in its possession and shall notify Merchant of any security incident affecting Merchant data as soon as practicable.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Merchant shall indemnify, defend and hold harmless Service Provider and its affiliates from and against all losses, liabilities, claims and expenses (including reasonable attorneys' fees) arising from Merchant's breach of this Agreement, fraud, illegal transactions, or failure to comply with card network rules. Service Provider shall indemnify Merchant for losses caused by Service Provider's gross negligence or willful misconduct.

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability for direct damages shall be limited to the total fees paid or payable to Service Provider under this Agreement during the six (6) months prior to the event giving rise to the claim.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses provided above by certified mail, overnight courier, or email with confirmation of receipt where the recipient has consented to electronic delivery.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits executed by the parties, constitutes the entire agreement between Merchant and Service Provider with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver must be in a written instrument signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer to an affiliate. Any attempted assignment in violation of this Section is void.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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