Professional Merchant Services Agreement

PROFESSIONAL MERCHANT SERVICES AGREEMENT

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

RECITALS

WHEREAS, Provider is engaged in the business of providing payment processing, settlement, acquiring and related merchant services, including point-of-sale, card-not-present and electronic payment processing (collectively, the "Services"); and

WHEREAS, Merchant operates one or more retail or online sales locations and desires to engage Provider to process payment transactions on Merchant's behalf pursuant to the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, operation and use of the Services.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Acquirer" means the financial institution or processor that sponsors Merchant on card networks; "Chargeback" means a retroactive reversal of a transaction; "Cardholder Data" means cardholder name, primary account number, expiration date, service code, magnetic stripe data and other information as defined by card brand rules and applicable law; and "Processing Location(s)" means the address(es) at which Merchant accepts payments, as specified in Merchant's onboarding materials or updated pursuant to Section 12.

2. SERVICES

Provider shall provide the Services described in this Agreement and any Statement of Work attached hereto or otherwise agreed in writing, including transaction authorization, settlement, reporting and any applicable terminals, point-of-sale software, gateway connectivity and technical support. Merchant authorizes Provider to submit Merchant's transactions to the card networks and to the Acquirer for settlement. Merchant's assigned Merchant ID is and Processing Location(s): .

3. MERCHANT OBLIGATIONS

Merchant shall: (a) provide accurate business and banking information; (b) maintain compliance with card brand rules, applicable law and Provider's policies; (c) ensure that transactions submitted are bona fide, properly authorized and supported by required documentation; and (d) cooperate with Provider in the investigation of fraud, Chargebacks or network disputes. Merchant's deposit account for settlements is:

4. FEES, PRICING AND SETTLEMENT

Merchant shall pay Provider the fees and charges set forth in the Fee Schedule. Fees may include interchange, assessment, processing fees, authorization fees, monthly minimums, statement fees and equipment rental. Merchant's initial processing rate and fees are: and monthly fee .

Provider will deposit net settlement funds to Merchant's deposit account after deduction of applicable fees, reserves and Chargebacks, subject to customary settlement timing. Provider may withhold funds, establish reserves or setoff amounts where reasonably necessary to cover potential Chargebacks, fines, penalties or losses relating to Merchant's activity.

5. CHARGEBACKS, RETURNS AND DISPUTES

Merchant is responsible for all Chargebacks and disputes arising from Merchant's transactions. Merchant shall respond to Chargebacks within the timeframes required by card brand and Acquirer rules and supply documentation requested by Provider. Provider may charge Merchant for Chargeback handling and recovery costs. Merchant acknowledges that failure to timely respond may result in liability, fines or termination.

6. DATA SECURITY AND PCI COMPLIANCE

Merchant shall implement and maintain security measures to protect Cardholder Data and comply with the Payment Card Industry Data Security Standard (PCI DSS) and applicable card brand rules. Merchant shall not store sensitive authentication data after authorization. Provider shall implement commercially reasonable security measures for systems it controls, and Merchant shall promptly notify Provider of any security incidents. Merchant attests to current PCI compliance status: Merchant attests compliance

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power to enter into this Agreement, that execution and performance will not violate any law or agreement, and that it will perform its obligations in good faith and in accordance with industry standards. Merchant further represents that transactions submitted will not involve prohibited businesses or activities as defined by Provider.

8. INDEMNIFICATION

Merchant shall indemnify, defend and hold harmless Provider and its affiliates, officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Merchant's breach of this Agreement, Merchant's business activities, fraudulent or negligent acts, or Merchant's failure to comply with card brand rules or applicable law. Provider shall indemnify Merchant to the extent directly caused by Provider's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY MERCHANT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose the other party's Confidential Information except as necessary to perform this Agreement or as required by law. "Confidential Information" includes pricing, fees, business terms, Cardholder Data and non-public business information. Confidentiality obligations survive termination for a period of three (3) years, except for Cardholder Data and other information subject to longer legal retention.

11. COMPLIANCE WITH LAWS AND CARD BRANDS

Merchant shall comply with all applicable federal, state and local laws, rules and regulations and all card brand and Acquirer rules governing payment processing. Provider may take reasonable actions, including suspension of Services, to ensure compliance or to protect Provider or the card networks from risk.

12. AUDIT, RECORDS AND REPORTING

Provider shall furnish Merchant with periodic reports of transactions and settlements. Upon reasonable notice, Merchant shall permit Provider and its auditors to inspect records reasonably related to the Services and Merchant's compliance. Merchant shall maintain transaction records and supporting documentation for a minimum of two (2) years or longer if required by law or card brand rules.

13. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for an initial term of months and shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either party may terminate for material breach upon thirty (30) days' written notice if the breach remains uncured. Provider may terminate immediately for cause, including excessive Chargebacks, fraud, or violation of card brand rules.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation (as permitted by Provider's internal policies).

15. AMENDMENTS, WAIVER, COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure by either party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

17. GOVERNING LAW

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

18. ENTIRE AGREEMENT

This Agreement, including any attachments or Statements of Work 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 and communications, whether written or oral, relating thereto.

19. MISCELLANEOUS PROVISIONS

Any sums due under this Agreement that are not timely paid shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If either party incurs costs in enforcing this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. The parties are independent contractors and nothing herein creates a partnership, joint venture or agency relationship.

SIGNATURES

The parties, through their authorized representatives, have executed this Agreement as of the Effective Date set forth above.

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