Payment Processing Website Payments

PAYMENT PROCESSING WEBSITE PAYMENTS AGREEMENT

This Payment Processing Website Payments Agreement ("Agreement") is made and entered into as of Effective Date: by and between Merchant Name: and Processor Name: .

WHEREAS

WHEREAS, Merchant operates an online business that accepts payments through its website and requires services to accept, transmit and settle card and electronic payments; and

WHEREAS, Processor is duly authorized and capable of providing secure payment processing services, including authorization, capture, settlement and reporting, and has systems and controls reasonably designed to comply with applicable payment industry rules and standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Processor will provide website payment processing services to Merchant.

SCOPE OF WORK

Processor will provide electronic payment acceptance services for transactions initiated through Merchant's website, including transaction authorization, capture, settlement, chargeback handling procedures, reporting, and access to transaction records as described below. Processor will integrate with Merchant's website using mutually agreed technical specifications and will use commercially reasonable efforts to make the integration available in production following testing and acceptance.

PAYMENT TERMS

Merchant shall pay Processor fees for services as set forth below. Fees are exclusive of taxes and levies; Merchant shall be responsible for all such taxes unless required to be withheld by law.

Any amount not paid when due shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, a late charge of will apply for each delinquent invoice.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Processor may suspend services immediately upon notice to Merchant if Processor reasonably believes suspension is necessary to prevent fraud, mitigate loss, comply with card brand rules, or address risks to payment ecosystems.

Upon termination, Processor shall remit any undisputed funds due to Merchant in accordance with the settlement schedule, less applicable fees, reserves, chargebacks and adjustments. Merchant shall pay all outstanding fees and reimburse Processor for chargebacks and liabilities attributable to Merchant's acts or omissions.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence Confidential Information of the other party (the "Discloser") and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement or as required by law. "Confidential Information" includes non-public business information, technical data, pricing, and customer data, including cardholder data. Confidentiality obligations do not apply to information that is publicly known through no fault of Recipient, independently developed without use of Discloser's Confidential Information, or rightfully received from a third party without restriction.

Recipient shall implement reasonable administrative, technical and physical safeguards to protect Discloser's Confidential Information and, with respect to Payment Card Industry (PCI) data, shall maintain controls consistent with applicable payment card brand requirements.

DATA SECURITY; PCI COMPLIANCE

Processor represents that it maintains reasonable security measures and practices designed to comply with applicable payment card industry standards. Merchant shall comply with its own obligations under PCI standards and shall not store full cardholder data on Merchant-controlled systems unless Merchant is fully PCI compliant. Processor shall notify Merchant of any confirmed security incident materially affecting Merchant data and shall cooperate in good faith with Merchant's reasonable incident response efforts.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Merchant shall indemnify, defend and hold Processor harmless from and against any third-party claims arising from Merchant's products, services, business practices, or breaches of this Agreement, including chargebacks, fines and penalties imposed by card brands resulting from Merchant's noncompliance. Processor shall indemnify Merchant for liabilities arising from Processor's gross negligence or willful misconduct in performing services.

Except for willful misconduct or a party's indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the fees paid by Merchant to Processor under this Agreement in the six (6) months preceding the claim. In no event shall either party be liable for consequential, incidental, or punitive damages.

NOTICES

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement (including any exhibits and attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Processor may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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