Business PSP Document

BUSINESS PSP AGREEMENT

This Business PSP Agreement (the Agreement) is entered into as of by and between:

Provider Name:    Entity Type: Corporation LLC Other

Provider Address:

Client Name:    Entity Type: Corporation LLC Other

Client Address:

RECITALS

WHEREAS, Provider operates as a payment service provider offering payment processing, settlement, fraud monitoring, and related services to merchants and business customers; and

WHEREAS, Client desires to engage Provider to perform payment service processing and related support in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for Provider to comply with applicable card network rules, payment card industry data security standards and applicable law in the performance of services hereunder.

SCOPE OF WORK

Provider shall provide the services described above, including but not limited to transaction authorization, settlement facilitation, reconciliation reports, merchant onboarding support, and dispute and chargeback handling consistent with card network rules and applicable law.

PAYMENT TERMS

Fees: Client shall pay Provider the fees set forth below. Fee schedule:

Payment Schedule: Provider will invoice Client . Unless otherwise specified in writing, amounts invoiced are due within days of invoice date.

Late Payment: Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition to interest, Provider may suspend services for accounts with unpaid balances after days' written notice.

TERM AND TERMINATION

Term: The term of this Agreement begins on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within days after written notice of the breach. Termination does not relieve Client of payment obligations for services rendered prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure, including transaction data, pricing, merchant lists, technical designs, security measures and business plans.

Obligations: Receiving party shall (a) maintain Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) restrict access to Confidential Information to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was rightfully known by the receiving party prior to disclosure, is independently developed without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party without restriction.

Remedies and Survival: The parties acknowledge that breach of confidentiality may cause irreparable harm and monetary damages may be inadequate; therefore, injunctive relief is an available remedy in addition to any other remedies. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

DATA SECURITY AND COMPLIANCE

Provider shall implement and maintain commercially reasonable administrative, technical and physical safeguards designed to protect payment data and confidential information. Provider agrees to maintain compliance with applicable payment card industry standards and to notify Client without unreasonable delay upon discovery of a security breach affecting Client data. Provider's breach notification shall include reasonable detail regarding the nature of the incident and the corrective measures undertaken.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement. The indemnified party will give prompt written notice of any claim and permit the indemnifying party to control the defense and settlement of such claim, provided that the indemnifying party may not settle any claim that admits fault or imposes injunctive relief without the indemnified party's consent (which shall not be unreasonably withheld).

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable for special, exemplary, incidental, consequential or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement in the preceding twelve (12) months.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits and appendices executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization.

Notices: All notices required or permitted shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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