Commercial Merchant Agreement Addendum

Commercial Merchant Agreement Addendum

This Addendum to the Commercial Merchant Agreement (the "Addendum") is made as of Effective Date: by and between Merchant Name: , an entity organized under the laws of with principal place of business at (hereinafter "Merchant"), and Processor Name: , an entity organized under the laws of with principal place of business at (hereinafter "Processor").

RECITALS

WHEREAS, Merchant and Processor entered into a Commercial Merchant Agreement dated (the "Agreement"); and

WHEREAS, the parties desire to modify certain terms of the Agreement as set forth in this Addendum to reflect updated operational, fee and compliance requirements; and

WHEREAS, the parties intend that this Addendum be incorporated into, and form part of, the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not otherwise defined in this Addendum shall have the meanings assigned to them in the Agreement. For purposes of this Addendum, the following definitions apply where applicable: "Card Brand" means any card network, scheme or brand accepted by Merchant; "PCI Requirements" means the Payment Card Industry Data Security Standard and any related rules applicable to the handling of payment card data.

2. AMENDMENT TO FEES AND CHARGES

The Agreement is amended such that Merchant shall pay Processor the following fees in lieu of any prior fee schedule: Processing Rate: ; Per-Transaction Fee: $ ; Monthly Service Fee: $ . All other fees not expressly replaced remain in full force and effect.

3. TERM; EFFECTIVE DATE

This Addendum shall be effective as of the Effective Date set forth above and shall continue for the remaining term of the Agreement unless earlier terminated in accordance with the Agreement or this Addendum. To the extent of any conflict between this Addendum and the Agreement, the terms of this Addendum shall prevail.

4. MERCHANT OBLIGATIONS

Merchant represents and warrants that it will: (a) comply with all Card Brand rules and PCI Requirements; (b) maintain accurate business and banking information on file with Processor; and (c) not engage in any high-risk or prohibited activities as defined in the Agreement. Merchant shall promptly notify Processor in writing of any material change to Merchant's business operations, ownership, or processing volumes.

5. PROCESSOR OBLIGATIONS

Processor shall provide transaction processing services in accordance with applicable industry standards and the Agreement, including settlement, chargeback handling and reporting. Processor shall maintain commercially reasonable security measures and shall notify Merchant within seven (7) business days of becoming aware of any security incident materially affecting Merchant data.

6. CONFIDENTIALITY

Each party shall hold in confidence and not disclose any Confidential Information of the other party except as required to perform its obligations under this Addendum or as required by law. "Confidential Information" includes non-public business, technical, and financial information, and cardholder data. The parties agree to restrict access to Confidential Information to employees, agents or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

7. INDEMNIFICATION

Merchant shall indemnify, defend and hold harmless Processor and its affiliates, officers and employees from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Merchant's breach of the Agreement, Merchant's failure to comply with Card Brand rules or PCI Requirements, or Merchant's improper business practices. Processor shall indemnify Merchant for Processor's gross negligence or willful misconduct in performing processing services under the Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnifiable claims under Section 7, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to direct damages not to exceed the lesser of (a) the fees paid or payable under the Agreement in the twelve (12) months preceding the event giving rise to the claim, or (b) $ .

9. TERMINATION

Either party may terminate this Addendum to the extent permitted by the Agreement. Termination of the Agreement shall automatically terminate this Addendum. Upon termination, Merchant shall remain liable for any charges or obligations incurred prior to the effective date of termination, including chargebacks and fees.

10. NOTICES

11. ATTACHMENTS; SCOPE

The following attachments, if checked, are incorporated into this Addendum and form part of the Agreement:

Schedule A — Fee Schedule
Schedule B — Processing Specifications
Other (describe below)

12. AMENDMENTS; WAIVER

Except as expressly modified herein, all terms of the Agreement remain unchanged and in full force. No amendment, modification or waiver of any provision of this Addendum shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to enforce any right shall not constitute a waiver of such right.

13. COUNTERPARTS

This Addendum may be executed in counterparts, each of which shall be considered an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding and enforceable.

14. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

15. ENTIRE AGREEMENT

This Addendum, together with the Agreement and any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating thereto.

16. SEVERABILITY

If any provision of this Addendum is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

CERTIFICATION

Each representative signing below certifies that he or she is authorized to execute this Addendum on behalf of the party for which they sign and that the information provided in this Addendum is true and correct to the best of their knowledge.

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