Merchant Agreement

MERCHANT AGREEMENT

This Merchant Agreement ("Agreement") is entered into as of by and between Merchant Name: with principal place of business at , and Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Merchant operates an e-commerce and/or point-of-sale business and desires to engage Provider to facilitate payment processing, transaction routing, and related merchant services on the terms set forth herein.

WHEREAS, Provider is duly authorized and capable of providing payment processing services, settlement, risk management, and technical integration services and is willing to provide such services to Merchant pursuant to this Agreement.

SCOPE OF SERVICES

Provider shall provide merchant acquiring and payment processing services including, but not limited to, transaction authorization, clearing and settlement, chargeback handling, reporting, and technical integration necessary for Merchant to accept card-based and electronic payments in accordance with this Agreement.

PAYMENT TERMS

Fees and charges payable by Merchant to Provider shall include processing fees, transaction fees, and any other charges expressly set forth in this Agreement. Provider is authorized to deduct fees from settlement amounts in accordance with the terms below.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date or until terminated by either party upon the required notice.

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach. Provider may suspend processing immediately if Merchant presents elevated risk of fraud, violates card brand rules, or otherwise jeopardizes settlement or chargeback exposure.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement, including business terms, technical materials, pricing, financial and customer information ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was in the receiving party's possession prior to disclosure by the disclosing party, or (c) is rightfully obtained from a third party without restriction. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

COMPLIANCE, SECURITY AND REPRESENTATIONS

Merchant represents and warrants that its business and transactions comply with applicable law and card brand rules. Merchant shall maintain required security standards including applicable payment card industry standards and shall cooperate with Provider in any security reviews or remediation. Provider shall perform services in compliance with applicable laws and industry standards but does not guarantee settlement of transactions not compliant with card brand rules.

CHARGEBACKS, RESERVES AND INDEMNIFICATION

Merchant shall be responsible for chargebacks, refunds, and disputes arising from its transactions. Provider may establish reserves, holds, and chargeback procedures in its reasonable discretion to cover potential liabilities. Merchant shall indemnify and hold harmless Provider, its affiliates and agents from and against any losses, claims, damages, fines, and expenses arising from Merchant's breach of this Agreement, fraudulent activity, or failure to comply with applicable law.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, special, punitive, or consequential damages, and Provider's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Merchant to Provider in the twelve (12) months preceding the claim.

RECORDS, AUDIT RIGHTS

Merchant shall retain records necessary to substantiate transactions and compliance with this Agreement for a period of and shall provide such records to Provider upon reasonable request for audit or investigation purposes.

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 disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, and accepted onboarding documentation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer or affiliate in connection with an acquisition or change of control. Severability: If any provision is held unenforceable, the remainder will remain in full force and effect. Waiver: Failure to enforce any right is not a waiver.

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