Business MOTO Document

BUSINESS MOTO DOCUMENT

This Business MOTO Document (the "Agreement") is entered into Effective Date: by and between the parties identified below for the provision and acceptance of mail-order and telephone-order payment processing services (MOTO).

Parties

Merchant Identifier (MID):    Entity Type: Corporation LLC Individual/Sole Proprietor

Recitals

WHEREAS, Provider is engaged in the business of providing payment card processing services, including acceptance and settlement of card-not-present transactions initiated by mail or telephone (MOTO); and

WHEREAS, Merchant desires to obtain from Provider certain MOTO processing services and Provider is willing to provide such services subject to the terms and conditions set forth in this Agreement; and

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

Scope of Work

Provider shall provide Merchant with MOTO payment acceptance, authorization routing, settlement, reporting, and dispute support as described below. Services shall include fraud screening parameters agreed by the parties, daily batch settlement to the Merchant's designated account subject to holdback and reserve requirements, and access to transaction reporting. Any ancillary services (e.g., recurring billing setup, tokenization) shall be set forth in the Scope of Work description below.

Payment Terms

Fees for the Services shall consist of interchange pass-through plus a processing fee and any monthly or per-transaction fees as set forth below. Merchant authorizes Provider to deduct fees from settlement proceeds.

Provider may withhold funds or establish a rolling reserve to cover anticipated chargebacks and indemnity obligations where risk indicators justify such actions. Merchant will be notified in writing of reserve terms and release schedule.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach that remains uncured thirty (30) days after written notice specifying the breach. Provider may suspend services immediately upon discovery of fraud, suspected fraudulent activity, violation of payment network rules, or where required by an acquiring bank or card brand. Termination shall not relieve Merchant of payment obligations incurred prior to termination.

Confidentiality

Each party shall maintain as confidential all non-public business, technical, and financial information disclosed by the other party in connection with this Agreement. Confidential information shall not include information that is publicly available without breach of this Agreement or required to be disclosed by law or regulatory authority, provided the disclosing party is given prompt notice where permitted. Confidentiality obligations shall survive termination of this Agreement for a period of years.

Compliance and Security

Merchant shall at all times comply with applicable card brand rules, payment network standards, and maintain compliance with the Payment Card Industry Data Security Standard (PCI DSS) to the extent applicable to Merchant's business and processing model. Merchant agrees to implement recommended fraud mitigation measures and to cooperate with Provider in any investigations related to unauthorized transactions or data compromise.

Merchant represents and warrants that it will not store full cardholder magnetic stripe data, card verification values (CVV/CVC), or other prohibited data elements in violation of card brand rules.

Indemnification

Merchant shall indemnify, defend and hold Provider harmless from and against any and all claims, losses, liabilities, fines, and expenses (including reasonable attorneys' fees) arising from Merchant's breach of this Agreement, negligence, willful misconduct, violations of card network rules, or fraudulent activity. Provider's indemnification obligations, if any, shall be limited to claims arising from Provider's gross negligence or willful misconduct.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws provisions. Claims arising under this Agreement shall be resolved by binding arbitration if the parties mutually agree in writing; otherwise, exclusive jurisdiction shall lie in the state or federal courts located in the governing state.

Entire Agreement; Amendments

This Agreement, together with any written schedules, exhibits, and addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the United States mail, or one (1) business day after delivery to a national overnight courier.

Execution

The persons executing this Agreement on behalf of the parties represent and warrant that they are duly authorized to execute this Agreement and to bind the party on whose behalf they sign.

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