Merchant Services Contract

MERCHANT SERVICES CONTRACT

This Merchant Services Contract (the "Agreement") is made effective as of by and between Merchant: , DBA , with principal place of business at ; and Provider: , with principal place of business at .

RECITALS

WHEREAS, Merchant operates a business that accepts payment cards, electronic payments and related instruments for goods and services; and

WHEREAS, Provider is engaged in the business of providing merchant acquiring, payment processing, settlement and related services to enable Merchant to accept payment cards and electronic payments; and

WHEREAS, Merchant desires to obtain and Provider desires to provide merchant services on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the following meanings: "Card Network" means Visa, Mastercard, American Express, Discover or other card brand or network; "Chargeback" means a returned or reversed transaction pursuant to Card Network rules; "PCI Standards" means Payment Card Industry Data Security Standards and related card brand rules; "Transaction" means an authorization, purchase, refund, reversal or other card-present or card-not-present payment instruction processed for Merchant.

2. SERVICES

Provider shall provide merchant acquiring and payment processing services, which may include authorization, clearing, settlement, batching, chargeback handling, reporting and related technical support (collectively "Services"). Provider will establish or maintain a merchant account under Merchant's legal name and will process Transactions in accordance with this Agreement, card brand rules and applicable law.

Merchant authorizes Provider to act on Merchant's behalf with Card Networks, issuing banks and settlement agents as necessary to perform the Services and to obtain reversals, chargeback representments and other adjustments. Merchant shall cooperate and provide accurate information reasonably requested by Provider.

3. FEES AND SETTLEMENT

Merchant shall pay Provider fees as set forth below. Provider is authorized to deduct applicable fees, chargebacks, refunds, adjustments, reserves and other amounts due from Merchant's settled funds prior to settlement to Merchant.

Processing fee (percentage): % per Transaction; Per-Transaction fee: ; Monthly fee: ; Other fees (describe):

Settlement frequency: . Provider will use commercially reasonable efforts to remit net settled funds to Merchant in accordance with the settlement period, subject to holds, reserves and setoffs permitted under this Agreement.

4. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for an initial period of months, and thereafter shall automatically renew for successive periods of equal length unless either party provides written notice of non‑renewal at least days prior to the then-current expiration date.

Either party may terminate for material breach if such breach is not cured within days after written notice. Provider may immediately suspend Services or terminate without prior notice if required by Card Network rules, suspected fraud, or imminent risk of loss.

5. REPRESENTATIONS AND WARRANTIES

Merchant represents and warrants that (a) Merchant is duly organized and authorized to execute this Agreement; (b) Merchant's statements and documentation provided to Provider are true, complete and not misleading; (c) Merchant will comply with all Card Network rules, applicable laws and PCI Standards; (d) Transactions submitted are for bona fide sales or services rendered by Merchant and not unlawful activity.

Provider represents and warrants that it will perform the Services in a commercially reasonable manner, will maintain required registrations and relationships with acquiring banks and Card Networks, and will comply with applicable laws and Card Network rules in providing the Services.

6. DATA SECURITY; PCI COMPLIANCE

Merchant shall be primarily responsible for compliance with PCI Standards with respect to Merchant's systems and procedures. Merchant shall not store sensitive authentication data after authorization. Provider shall implement commercially reasonable technical and organizational measures to protect cardholder data in its possession and shall notify Merchant promptly of any confirmed data security breach affecting Merchant's cardholder data.

In the event of a breach attributable to Merchant's systems or failure to comply with PCI Standards, Merchant shall be responsible for fines, penalties, costs of forensic investigation, remediation and liabilities imposed by Card Networks or issuing banks.

7. CHARGEBACKS, RETURNS AND REFUNDS

Merchant shall be responsible for handling refunds and disputes. Provider may, in its discretion and consistent with Card Network rules, provisionally debit Merchant's account for Chargebacks, refunds, disputed amounts and related fees. Merchant must timely respond to Chargebacks and provide evidence requested by Provider; failure to do so may result in Merchant bearing ultimate liability.

8. RESERVES AND SETOFF

Provider may establish rolling reserves, holdbacks, or reserves of settled funds as reasonably necessary to cover Chargebacks, refunds, fines, penalties, or potential losses. Provider shall have a lien and right of setoff against Merchant's settled and unsettled funds for amounts owed under this Agreement.

9. INDEMNIFICATION

Merchant shall indemnify, defend and hold harmless Provider, its affiliates, officers and employees from and against any claim, loss, liability, cost or expense (including reasonable attorneys' fees) arising from Merchant's breach of this Agreement, violations of law, fraud, negligence or failure to comply with Card Network rules or PCI Standards. Provider shall indemnify Merchant for losses arising from Provider's gross negligence or willful misconduct in the performance of Services.

10. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct, or a party's indemnification obligations, neither party shall be liable to the other for incidental, consequential, punitive or special damages. Provider's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total processing fees paid by Merchant to Provider during the six (6) months preceding the event giving rise to the claim.

11. CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information disclosed by the other and shall not use or disclose such information except as necessary to perform obligations under this Agreement or as required by law. Confidential Information includes pricing, nonpublic business information, cardholder data and other information identified as confidential.

12. AUDIT AND RECORDS

Provider or its designees may audit Merchant's relevant books, records, and systems to confirm compliance with this Agreement, applicable laws and Card Network rules. Merchant shall retain records related to Transactions and provide access upon reasonable notice during regular business hours.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the applicable notice address above or to such other address as a party designates by notice. Notices shall be effective upon receipt.

14. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a merger, acquisition or sale of assets. Any permitted assignee shall assume all obligations of its assignor.

15. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

16. 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.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules and attachments executed by the parties, constitutes the entire agreement and supersedes all prior agreements and understandings relating to the subject matter. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18. FORCE MAJEURE; COUNTERPARTS

Neither party shall be liable for delays or failures due to causes beyond its reasonable control, including acts of God, labor disputes, governmental actions or interruptions of telecommunications. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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