Legal ISO Agreement

LEGAL ISO AGREEMENT

This Independent Sales Organization Agreement (the Agreement) is made as of by and between Independent Sales Organization: , entity type Corporation LLC Partnership , organized under the laws of , and Processor/Acquirer: , organized under the laws of (each a Party and together the Parties).

RECITALS

WHEREAS, Processor operates a card acquiring and payment processing platform and maintains agreements with card brands and sponsoring banks under which merchants may accept payment cards; and

WHEREAS, ISO wishes to solicit, onboard and resell Processor's payment processing services to merchants and to provide associated merchant servicing and support pursuant to the terms of this Agreement; and

WHEREAS, Processor is willing to appoint ISO to market and refer merchants to Processor under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. APPOINTMENT; SCOPE

1.1 Appointment. Processor hereby appoints ISO, and ISO accepts appointment, as a non-exclusive independent sales organization authorized to solicit merchant relationships for Processor's payment services in the Territory. ISO shall not represent itself as an agent of Processor for purposes other than those expressly set forth in this Agreement.

1.2 Authority. ISO shall have no authority to amend, modify or waive any term of Processor's merchant agreements, to bind Processor to any obligation, or to incur any liability on behalf of Processor, except to the extent expressly authorized in writing by Processor.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for years, unless earlier terminated in accordance with Section 11. Thereafter this Agreement shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

3. DUTIES OF ISO

3.1 Solicitation and Onboarding. ISO shall use commercially reasonable efforts to solicit merchants, submit complete and accurate merchant applications, collect required documentation, and assist Processor in merchant onboarding in accordance with Processor's policies and applicable card brand rules.

3.2 Training and Conduct. ISO shall ensure that its employees and agents acting on ISO's behalf are trained in Processor's procedures and shall conduct all solicitation and sales activities in a professional manner and in compliance with applicable laws and card network operating regulations.

4. FEES, COMMISSIONS AND PAYMENT

4.1 Commission. Processor shall pay ISO commissions in accordance with the Commission Schedule attached as Exhibit A. Commission rate(s) as applied to qualifying merchant processing volume shall be percent (or as otherwise set forth in writing).

4.2 Payment Terms. Commissions due to ISO shall be calculated in accordance with Processor's standard reconciliation procedures and paid within days following the end of the month in which processing volume is settled, subject to offsets for chargebacks, refunds, fines, adjustments or recoveries.

5. MERCHANT AGREEMENTS; RESPONSIBILITIES

5.1 Merchant Agreements. All merchants solicited by ISO shall execute Processor's standard merchant agreement. ISO shall not alter, supplement or represent any different terms to merchants unless expressly authorized in writing by Processor.

5.2 Merchant Support. ISO shall provide first-line support to its merchants and shall cooperate fully with Processor in fraud mitigation, investigations, and regulatory inquiries. ISO shall promptly notify Processor of any merchant risk indicators, suspected fraud, or material merchant breaches.

6. COMPLIANCE WITH LAWS; CARD BRAND RULES

6.1 Compliance. Each Party shall comply with all applicable laws, regulations and card brand operating rules, including but not limited to anti-money laundering laws, sanctions, and payment card industry standards. ISO shall immediately cease any activity that Processor reasonably determines to be non-compliant.

7. CONFIDENTIALITY

7.1 Confidential Information. "Confidential Information" means all non-public business, technical and financial information disclosed by one Party to the other in connection with this Agreement. Confidential Information shall not include information that is or becomes publicly available through no breach by the receiving Party.

7.2 Non-Disclosure. Each Party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as necessary to perform obligations under this Agreement or as required by law, provided the receiving Party gives prompt notice to the disclosing Party of any compelled disclosure.

8. DATA SECURITY; BREACH NOTIFICATION

8.1 Security Standards. ISO shall comply with all applicable Payment Card Industry Data Security Standards (PCI DSS) and Processor's security requirements. ISO shall implement and maintain reasonable administrative, technical and physical safeguards to protect cardholder data.

8.2 Breach Notification. In the event of a security breach affecting cardholder data or other material unauthorized disclosure, ISO shall notify Processor in writing within days of discovery and shall cooperate with Processor and card brands in remediation and investigation.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each Party represents and warrants that (a) it is duly organized and in good standing under the laws of its jurisdiction; (b) it has full corporate power and authority to execute and perform this Agreement; and (c) the execution and delivery of this Agreement has been duly authorized.

9.2 ISO Representations. ISO represents that it shall perform services in compliance with applicable laws and card brand rules and that all information provided to Processor concerning merchants and sales activity shall be true, complete and accurate.

10. INDEMNIFICATION

10.1 Indemnity by ISO. ISO shall indemnify, defend and hold Processor, its affiliates and their respective officers, directors and employees harmless from and against any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from ISO's negligence, willful misconduct, breach of this Agreement, misrepresentations to merchants, or ISO's failure to comply with applicable law or card brand rules.

10.2 Indemnity by Processor. Processor shall indemnify ISO against third-party claims arising from Processor's gross negligence, willful misconduct, or material breach of the merchant processing services provided by Processor, subject to the limitations set forth in this Agreement.

11. LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnification obligations, or a Party's willful misconduct, neither Party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of each Party for direct damages shall not exceed the greater of (a) the commissions paid or payable to ISO in the twelve (12) months preceding the claim, or (b) .

12. INSURANCE

ISO shall maintain at its expense commercial general liability insurance, cyber liability/ privacy liability insurance and errors & omissions insurance with minimum limits of per occurrence and shall provide certificates of insurance upon Processor's reasonable request.

13. TERMINATION

13.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice specifying the breach.

13.2 Immediate Termination. Processor may immediately suspend or terminate ISO's rights under this Agreement upon notice if ISO's actions create a material risk of fines, sanctions, chargebacks, or reputational harm to Processor or its bank sponsors.

14. NOTICES

All notices shall be in writing and delivered by nationally recognized overnight courier, certified mail (return receipt requested), or by hand to the addresses below or to such other address as a Party designates by notice delivered in accordance with this Section.

15. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that Processor may assign this Agreement to an affiliate or successor without ISO's consent provided such assignee assumes Processor's obligations hereunder.

16. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

17. 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.

18. ENTIRE AGREEMENT

This Agreement, together with any exhibits and 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, proposals, or representations, whether written or oral.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain 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, business and other purposes of the invalid provision.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures.

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