Legal

Checkout do Brasil Instituição de Pagamento Ltda., a company incorporated and registered in Brazil with company number 35.379.930/0001-82, with its registered office at Rua Geraldo Flausino Gomes, No 61, room 102, Cidade Monções, São Paulo/SP, 10th floor of the Panambi Building. CEP: 04575-902.

Checkout do Brasil Instituição de Pagamento Ltda. is authorised by the Central Bank of Brazil ("BCB") as a payment institution entitled to issue electronic money and provide payment services.

It is a principal member of Visa Inc. and MasterCard Worldwide.

In addition to the representations and warranties outlined in Section 9.3, the Company represents and warrants to Checkout.com at all times during the term of the Agreement that:

1. it is not a consumer;
2. it is not a natural person;
3. it is not an individual entrepreneur or microentrepreneur and is not registered with the Brazil Board of Trade as such;
4. it has an annual turnover or annual balance sheet that exceeds 360,000 Brazilian Reais per year; and
5. none of its officers or representatives are subject to any sanctions imposed by a relevant Regulatory Authority.

The Company acknowledges and agrees that it is making a promise of assignment (promessa de cessão) of all present and future Settlement amounts arising from credit card Transactions (“Promise of Assignment”) and that Checkout.com may register a lien or priority interest over such Settlement amounts with any entity authorized by the BCB to register receivables from Payment Schemes (“Registration Entity”), using this mechanism.

For this purpose, the Company irrevocably authorizes Checkout.com to:

1. access its Receivables Schedule (Agenda de Recebíveis), including amounts processed by third party acquirers;
2. negotiate, register, confirm and formalize the Promise of Assignment with any Registration Entity;
3. submit information relating to the Promise of Assignment for such registration; and
4. take all necessary steps on the Company’s behalf to give full effect to the Promise of Assignment.

The Company further acknowledges and agrees that:

1. it will provide reasonable assistance and execute any documents required to facilitate the registration;
2. the Settlement amounts subject to the Promise of Assignment are free from prior assignment, encumbrance, or lien;
3. it will not assign, transfer or otherwise encumber the receivables arising from the Transactions for the benefit of any third party (including as collateral for obligations to financial institutions), or change the designated bank account where it receives the Settlement funds to, without Checkout’s prior consent; and
4. it will indemnify Checkout.com for any Losses arising from any breach of the obligations set out in this section.

The Company agrees that Checkout.com may use its rights outlined in Article 8 of BCB Resolution No. 264/2022 by creating a Reserve Account and using the funds therein, as described in the Agreement.

Any dispute or claim arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of Brazil and the courts of the city of São Paulo, State of São Paulo will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement.

Late payment will incur a one-time penalty of 2% on the overdue amount, plus interest at 1% per month (pro-rata) from the due date until full payment.

Please contact complaints@checkout.com. Relevant information on complaints is accessible here. If the Company is not satisfied having followed Checkout.com’s complaints procedure here, it may submit the complaint to the BCB via the Citizens Registration Demand System (Sistema de Registro de Demandas do Cidadão (RDR)).

Checkout LLC, a Delaware limited liability company with its registered office at 251 Little Falls Drive, Wilmington, DE 19808, United States of America

Checkout LLC also works with Pathward, National Association and Cross River Bank (each the “Bank” as applicable), with Pathward being a national bank having its principal offices at 5501 S. Broadband Lane, Sioux Falls, SD 57108, and with Cross River Bank having its principal offices at 2115 Linwood Avenue, Fort Lee, New Jersey 07024. Each Bank is a principal member of Visa U.S.A. Inc. and Mastercard International Inc. Payment Schemes and shall make available certain regulated services enabling it to acquire certain Transactions and facilitate Outward Payments (the “Banking Services”).

If Cross River Bank does not provide Banking Services to the Company, provisions that apply to the Banking Services provided by Cross River Bank will not apply.

Additionally, Checkout.com provides certain money transmission services through Checkout LLC’s Group company, Checkout US, Inc. (NMLS ID: 1791692), which is licensed or authorized to provide money transmission services in one or more U.S. jurisdictions (“Money Transmitters”). If the Company receives money transmission services, the Company’s use of these services is governed by Checkout US, Inc.’s Terms and Conditions, available here: https://www.checkout.com/legal/country-terms.

By executing or otherwise accepting the terms of the Agreement, the Company acknowledges and agrees that it is entering into, and becoming a party to, separate and distinct agreements, each of which will constitute this “Agreement,” as applicable: (1) an agreement between the Company, on the one hand, and Checkout LLC and Cross River Bank, on the other hand; (2) an agreement between the Company, on the one hand, and Checkout LLC and Pathward, National Association, on the other hand; and (3) an agreement between Company, on the one hand, and Checkout.com MALPB, on the other hand.

All payments made with respect to Checkout LLC’s products and services are processed and disbursed by regulated financial institutions. Checkout LLC works with the Bank to carry out this Agreement.

Checkout LLC will not directly perform any services involving money transmission in the United States.

For more information about Checkout.com’s licenses, please visit https://www.checkout.com/legal/ckous.

Where the applicable Bank is a party to this Agreement, the Bank provides with respect to the Banking Services provided by the Bank, as noted above. Notwithstanding the foregoing, any right or duty allocated to Checkout.com in this Agreement may be exercised or performed by the Bank, as the context requires (as may be determined between Checkout.com and Bank in their sole discretion).

The Bank does not perform the services which are provided by the Money Transmitters, as applicable to the Company.

The Bank maintains all rights under this Agreement as a Party, and as between Checkout.com and itself, Bank has ultimate authority to make determinations about how it provides its Banking Services.

The Bank (a) is the only entity approved to extend acceptance of VISA products directly to the Company; (b) must be a principal (signor) to this Agreement; (c) facilitates settlement to the Company; and (d) holds reserve accounts and FBO Accounts. All Settlement, Outward Payments, and other fund transfers will be handled exclusively by the Bank, at the direction and instruction of Checkout.com. The Bank has no obligation to check, verify, or review Checkout.com’s instructions. Any payment amounts received from or on behalf of Company in connection with the services sponsored by Bank shall be maintained in a custodial settlement account held by Bank. The Bank’s responsibilities under this Agreement are limited solely to the sponsorship and settlement of Transactions and Outward Payments submitted in accordance with this Agreement and the Payment Method Rules, and Bank will not have any obligation or liability of any nature in connection with any services of any kind provided by Checkout.com or its affiliates or third party service providers. Except for the Bank’s specific responsibilities described herein, Checkout is solely responsible for the Services.

To the extent permitted by Applicable Law, if Checkout LLC or any of its Group actually or constructively receives payment on the Company’s behalf, the Company appoints Checkout LLC and its Group as the Company’s agent for the limited purpose of accepting such payments on the Company’s behalf. The Company agrees that the agent’s actual or constructive receipt of a payment on behalf of the Company constitutes receipt of the payment by the Company and extinguishes the obligation of the payer regardless of whether the agent remits such funds to the Company. For purposes of clarity, to the degree any payment is deemed to be actually or constructively received by Checkout LLC or any of its Group, upon transfer of payment to Checkout LLC on behalf of the Company, the Company acknowledges and agrees that the Bank has provided the payment to Company and has satisfied its settlement obligations under Payment Method Rules. The Bank does not hold, and is not responsible for, the funds once transferred to Checkout LLC. The agent will be liable to the Company for any corresponding amounts the agent receives as the Company’s agent, which are owed to the Company. The Company agrees there is no risk of loss to the Company’s customer if the agent fails to remit the customer’s payment to the Company.

In addition to any other rights of set-off granted under this Agreement, the Company authorises Checkout.com to deduct from any Acquired Funds, all or any part of the Company’s or Additional Company’s liability to Checkout.com or any Checkout.com Group Company, including any liability arising under any other agreement, unless otherwise prohibited by Applicable Law or Payment Method Rules.

The Company represents and warrants the following:

1. That it will not use, or allow any third party to use, Checkout.com’s services for personal, family, or household purposes.
2. That it will not knowingly submit any Transaction that is illegal or that the Company should have known was illegal, or that the Company knows or should have known to be either fraudulent or not otherwise authorized.

These include the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and the California Consumer Privacy Act, Cal. Civ. Code § 1798 et seq. (“CCPA”) (each as amended and replaced from time to time).

support@checkout.com.

A day other than a Saturday, Sunday, or a federal holiday or holidays recognized by the Federal Reserve Bank and American National Bank Holiday Schedule.

Rate payable in respect of late payment of Checkout.com’s Fees which shall be 3% above the Bank of England base rate as publicly available on the Bank of England’s website.

Any dispute or claim arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of the state of New York, except to the extent governed by U.S. Federal Law. The state and federal courts located in New York have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

In the U.S., the Payment Method Rules include:

Visa Core Rules and Visa Product and Service Rules at

https://www.visa.com/en-us/support/visa-rules;

Mastercard Rules at https://www.mastercard.com/us/en/business/support/rules.html;

Discover Rules; and

The National Automated Clearing House Association (“NACHA”) Operating Rules and Operating Guidelines (“NACHA Rules”).

The Company will honour all properly presented cards as directed by the Payment Scheme Rules. If the Company fails to comply with the Payment Scheme Rules or the Bank and Checkout.com’s procedures, such failure may subject the Company to withholdings or delays in settlement or the Bank’s refusal to process payments.

The Company acknowledges and agrees that the Payment Schemes prohibit the following:

1. Resubmission of a transaction that has been previously disputed and returned to the Company.
2. Knowingly submitting a fraudulent or unauthorized transaction.
3. Submitting transactions that are knowingly intended to hide the true source and nature of the transaction by layering them through what appear as low risk, but in fact are prohibited goods or services (i.e. Transaction laundering).

Unauthorized storage, processing or transmission of payment data through non-approved software and processes, and the failure to enforce data security requirements.

The Bank transmits all Outward Payments initiated in the United States or its territories from an FBO Account, to a debit card account or bank account (where applicable). Checkout.com sends instructions about Outward Payments to the Bank, but it does not possess or control any funds. However, a Money Transmitter may receive and transmit funds in the course of the transfer of funds from the FBO Account to the recipient of the Outward Payment. The Company must provide accurate payment information to Checkout.com because the Bank will follow the Company’s instructions as provided to Checkout.com even if those instructions have errors. The Bank has no obligation to check, verify, or review such instructions, and may rely on all instructions communicated to it by Checkout.com without further inquiry into the accuracy, completeness, authenticity or validity of such instructions. The Company agrees to provide all information reasonably requested by Checkout.com and the Bank to satisfy regulatory requirements in connection with any payments the Company requests.

The Company must not make Outward Payments in connection with any business line in the Declined Lines of Business Policy, and will not process any Transactions under the section “Activities Requiring Approval” without Checkout.com’s approval. The Company must not without Checkout.com’s prior approval process any transactions that have an international origin or destination.

The Bank may terminate this Agreement by giving one (1) month prior notice or immediately in accordance with the General Terms, it being understood that Bank has the right to enforce any right granted to Checkout.com.

The Company will establish and maintain a depository bank account at the Bank or at another financial institution agreed to by Checkout.com and the Bank during the term of this Agreement and for at least one hundred and eighty (180) days after this Agreement is terminated.

The Company must provide all information regarding the Company’s bank account to Checkout.com and at least 30 days’ prior written notice of any change in the account information.

To receive Checkout.com’s services, the Company must authorise Checkout.com and the Bank to debit and credit the Company’s bank account through ACH transactions, wire transfers, or any other means to deposit or withdraw, as appropriate, amounts due under this Agreement.

The Company represents and warrants that any such bank account is held at a U.S. financial institution, denominated in U.S. dollars, that the Company owns and is authorized to use for all purposes contemplated by this Agreement, and that the bank account is usable solely for commercial and business purposes, and not for personal, family or household purposes.

The Company authorises Checkout.com or the Bank to initiate ACH credit entries to the Company's depository bank account for Settlements or other amounts payable under this Agreement, and, where necessary, ACH debit entries and other adjustments to reverse or correct ACH credit entries made in error. The Company agrees that it is bound by the NACHA Rules to the extent applicable to such ACH entries.

If the Company accepts or sends ACH payments, the Company can initiate credit and debit entries by means of the ACH network, pursuant to the NACHA Rules. By accepting ACH payments or by directing the Bank, upon direction of Checkout.com, to initiate ACH transactions to and from the Company’s depository bank account, the Company agrees to be bound by the NACHA Rules. Capitalised terms used in this Section but not otherwise defined in this Agreement will have the meaning given in the NACHA Rules.

The Company authorises the Bank to send or receive ACH transfers that the Company originates, based upon instructions received from the Company and communicated by Checkout.com. Company agrees that Checkout.com and the Bank may rely on all instructions communicated by Company without further inquiry into the accuracy, completeness, authenticity or validity of such instructions. The Company will promptly complete and deliver to Checkout.com all forms and documents required to initiate ACH entries, including an ACH authorization form and a W-9 form. The Company agrees that it is the Originator of each transaction the Company originates, initiates or requests, and is responsible for providing accurate information necessary for the Bank to effectuate ACH transactions. The Company further agrees that it will assume all applicable responsibilities and liabilities under the NACHA Rules as an Originator, including obtaining all authorizations from the Receiver, and making all representations and warranties of an Originator. If Checkout.com permits the Company to submit transactions on behalf of a third party who acts as the Originator, the Company will be a Nested Third Party Sender under the NACHA Rules. The Company will assume all applicable responsibilities and liabilities under the NACHA Rules as a Nested Third Party Sender, including entering into an origination agreement, the form of which is approved by Checkout.com and Bank, with the third-party Originator that complies with the NACHA Rules, obtaining all authorizations from the Originator and ensuring the Originator obtains all authorizations from the Receiver. The Company may not submit ACH transactions on behalf of another third-party without Checkout.com’s prior, written authorization.

The Company cannot refuse or block, or instruct the Company’s bank to refuse or block, any ACH transaction initiated by Checkout.com or its designated representative.

If the Company sends ACH transactions, the Company must fund, no later than the last business day prior to initiating the first ACH transaction, a minimum balance, to be credited by the Bank to the FBO Account of at least 3% of the Company’s expected ACH payment volume for the Company’s first month of ACH transactions, and at all times thereafter, maintain a minimum balance of at least 3% of the Company’s prior monthly ACH payment volume (“Minimum Balance”). The Company must maintain the Minimum Balance at all times. The Minimum Balance is in addition to any reserves that Checkout.com may require pursuant to this Agreement.

The Company waives all claims against the Bank and Checkout.com for failure of service due to insufficient funds comprising the Minimum Balance.

The Company understands that all payments made with Checkout.com’s products or services are processed and disbursed solely by the Bank, based upon instructions from Checkout.com. Checkout.com may instruct the Bank to disburse funds through a Checkout.com Group company. To the extent that Checkout.com processes any instructions from the Company, it does so as the Company’s appointed agent for receiving and disbursing funds on the Company’s behalf.

Checkout.com, the Bank and the Payment Schemes have the right to audit the Company to ensure compliance with this Agreement and the NACHA Rules. Checkout.com and the Bank may terminate or suspend this Agreement for breach of the NACHA Rules.

The Bank is released and discharged of all rights or claims made by the Company against the Bank in connection with the ACH services provided by Checkout.com.

A For-Benefit-Of Account (“FBO Account”) is an umbrella custodial account that holds and pools various funds “for the benefit of” one or more beneficiaries, of which Company is one. In general, the Bank is the custodian of the FBO Account for the funds held for the benefit of the beneficial owner(s) of the funds. There may be circumstances in which a Money Transmitter holds funds for the Company’s benefit, in Checkout.com’s discretion. Checkout.com maintains a ledger that records the interest of each beneficial owner of funds in the FBO Account, and the Company agrees that Checkout.com may rely on this ledger to determine the Company’s interest or beneficial ownership of funds in the FBO Account, but the FBO Account is owned and controlled by the Bank, upon direction of Checkout.com acting as the agent of the Company. Checkout.com does not own or possess the FBO Account or any of the Company’s funds held therein. The FBO Account is not a savings account.

Based on instructions provided by Checkout.com on the Company’s behalf, the Bank deposits the Company’s funds from acquiring transactions (net of any returns, Chargebacks, reversals, reserve or additional collateral requirements) into the FBO Account. Likewise, if the Company uses Outward Payments, payments are made from the FBO Account. However, if the Company receives money transmission services from Checkout US, Inc., a Money Transmitter may complete payment to the Company from the FBO Account to the Company, as set forth in the Company’s agreement with Checkout US, Inc. The Company must ensure that there are sufficient funds in the FBO Account to carry out instructions the Company gives to Checkout.com for the Bank to conduct Outward Payments, including sufficient funds to cover all transfers, expenses, and the Payment Scheme related fees. In the event the Company does not have sufficient funds, Checkout.com may, or may direct the Bank to refuse to process any Outward Payment.

Company must be the legal and beneficial owner of any funds deposited into the FBO Account. Company is not authorized to deposit or direct any funds to the FBO Account that are legally or beneficially owned by any third party. Company hereby authorizes Checkout.com to debit and credit funds to and from the FBO Account in the amount of any Outward Payments.

The FBO Account is not an account within the meaning of Regulation E or the Electronic Fund Transfer Act, thus transfers to and from the FBO Accounts are not subject to the limitation of liability or error resolution procedures required under Regulation E.

The Company agrees to promptly provide Checkout.com with records necessary to assure Checkout.com, regulators, and the Payment Schemes that Checkout.com’s and the Company’s activities comply with the Bank rules, these terms, Applicable Law, and Payment Scheme Rules. If the Company uses a service provider to facilitate the Company’s compliance with this Agreement, this service provider must also provide records demonstrating compliance. The records that Checkout.com may request include those about the Company’s business, like financial status and creditworthiness, products/services, processing arrangements, shareholders (and ultimate beneficial owners), addresses, and sales. Checkout.com may request documents about transactions, customer data, customer on-boarding, explanations about suspicious or unusual activity, records about or from service providers that will have access to cardholder data, PCI DSS compliance, shipping details (if relevant), invoices for the products/services the Company delivers, and contact with the Company’s customers. In addition, Checkout.com may monitor transactions, verify provided information with third party sources, or share information with regulators or Payment Schemes to fulfil Checkout.com’s legal and contractual obligations. The Company’s responsibilities include:

1. Ensuring compliance with cardholder data security, transmission, disclosure and storage requirements, including maintaining the confidentiality of cardholder data and complying with the Payment Schemes’ data security programs requirements, including but not necessarily limited to PCI DSS.
2. Maintaining fraud and Chargebacks levels below thresholds established by Checkout.com, the Bank or a Payment Scheme.
3. Reviewing and understanding this Agreement.
4. Complying with Payment Scheme Rules
5. Not using a ‘merchant servicer’, as that term is defined by Visa, unless approved by the Bank and Checkout.com.

If Checkout.com has agreed to process Recurring Payments for the Company, the Company must keep recurring payment authorization records for at least three years after the last recurring payment. The Company may not process a Recurring Payment after the Company has received notice from Checkout.com (including the Bank) indicating that the Company may not accept such a Recurring Payment.

The Company must not submit a transaction that does not result from the sale of goods or services by the Company to its customer.

If the Company is undergoing a forensic investigation at the time the agreement is signed, the Company must fully cooperate with the investigation until completed.

The Company is responsible for the Company’s employees’ actions. The Company is also responsible for demonstrating the Company’s compliance with this agreement and the Company’s employees’ and agents’ compliance with this agreement and the Payment Scheme Rules and their related requirements to the extent applicable.

The Company may be permitted to use Payment Scheme names, trademarks, logos and other similar marks for limited purposes. The Company acknowledges and agrees that such marks belong to the Payment Scheme and may only be used in accordance with the Payment Scheme Rules. Notwithstanding anything to the contrary contained in this agreement, the Company will not use, display or reproduce the Bank’s name, trademarks, logos, or other similar marks without the express prior written approval of the Bank.

The Company represents and warrants that the Company has all permits, licenses, registrations, consents, non-objections, and authorizations necessary to conduct the Company’s business and provide the goods and services for which the Company accepts payments, in the jurisdictions where the Company conducts the Company’s business or provides goods and services.

Checkout.com and the Bank may process, and settle transactions the Company submits based on the information the Company provides Checkout.com. Neither Checkout.com nor the Bank are responsible for any Losses or delays resulting from the Company’s provision of inaccurate, incomplete, or untimely information.

The Company must promptly notify Checkout.com if the Company fails to receive any Settlement owed to the Company or if there are any changes to the Company’s bank accounts. Transfer of Settlement funds may be delayed or misdirected if the Company provides inaccurate information about, or fails to notify Checkout.com of changes to, the Company’s bank accounts. Neither Checkout.com nor the Bank are responsible for Settlement errors that arise if the Company provides inaccurate information about, or fails to immediately notify Checkout.com of any changes to the bank account or any errors.

This section is applicable only in respect of Transactions sponsored by Cross River Bank.

If the Company is seeking registration with the Bank as a payment facilitator, as that term is defined by the Payment Schemes, or intends to register as a marketplace, as defined by the Payment Scheme Rules, this section applies to the Company. To the extent a conflict arises between the terms of this section and other sections of this Agreement, the terms of this section will apply solely to the extent of the conflict. The Bank reserves the right to refuse services to any payment facilitator or marketplace in its sole discretion, and to terminate, or require the Company to terminate, any agreement with a Sponsored Merchant due to, fraudulent actions, , or otherwise upon request by a Payment Scheme.

If the Company intends to provide services as a payment facilitator, the Company must register with the Payment Schemes as a payment facilitator or such other category of service provider as otherwise required by any of the Payment Schemes as a condition of providing services to other merchants, and the Company’s ability to operate as a payment facilitator is subject to approval of Bank, and appropriate registration under the applicable Payment Scheme(s). The Company agrees to promptly provide to the Bank and Checkout.com all such information and assistance as the Bank or Checkout.com requests for the purpose of obtaining, maintaining, or renewing any such registration(s), including any actions which the Bank is itself required to undertake with the Payment Schemes, from time to time.

The Company represents and warrants that all information the Company provides to the Bank and Checkout.com is complete and accurate, and covenants that the Company will inform the Bank and Checkout.com immediately upon becoming aware that any such information is inaccurate or incomplete, and upon the occurrence of any event which causes information the Company provided to the Bank or Checkout.com in connection with registration or renewal to be inaccurate or incomplete. Checkout.com or the Bank may terminate this Agreement immediately if the Company’s registration with a Payment Scheme is terminated, suspended, restricted or denied.

The Company must conduct due diligence of and enter into a written agreement with each of the merchants to which the Company provides services (“Sub Merchant”) prior to providing them services, and maintain such written agreement for as long as the Company provides services to the Sub Merchant, and for such period of time thereafter as required by Bank or Payment Scheme Rules. The Company shall also comply with the guidelines available at https://www.checkout.com/legal/unregulated-platform-aup or as otherwise notified by Checkout.com to the Company. The Company’s Sub Merchant agreement will contain all content, rights, and obligations that are required by Payment Scheme Rules and Applicable Law. The Company’s due diligence must comply with the Payment Scheme Rules, and Applicable Law. Where a regulated third party provider (other than the Bank) will settle funds to the Company's Sub Merchants, the regulated third party provider may perform due diligence of the Sub Merchants.

The Company:

• Is liable for all acts and omissions of each Sub Merchant, as well as all cardholder disputes, and other cardholder and customer service-related issues and Losses arising from the activities of the Company’s Sub Merchants;
• Is responsible and financially liable for each transaction processed on behalf of the Sub Merchant, or for any disputed transaction or credit;
• Must ensure Sub Merchants comply with the Payment Scheme Rules;
• Must not transfer or attempt to transfer the Company’s financial liability by asking or requiring cardholders to waive their dispute rights;
• Must not permit a Sub Merchant to transfer or attempt to transfer its financial liability by asking or requiring cardholders to waive their dispute rights;
• Must not deposit transactions on behalf of another merchant service provider and/or payment facilitator;
• Must not contract with a Sub Merchant, whose contract to accept transactions was terminated or suspended at the direction of a Payment Scheme or a government agency;
• Must provide the names of principals and their country of domicile for each Sub Merchant, and any other information Checkout.com may request to verify the identity of the Sub Merchant and its principals, to Checkout.com, the Bank or a Payment Scheme upon request;
• Must provide transaction reports to Checkout.com, the Bank or Payment Scheme upon request;
• Must ensure that Sub Merchants comply with the Payment Card Industry Data Security Standard (PCI DSS) and the Payment Application Data Security Standard (PA-DSS); and

Represents and warrants that the Company has all permits, licenses, registrations, consents, non-objections, and authorizations necessary to conduct business as a payment facilitator or marketplace, as applicable in the jurisdictions where the Company conducts the Company’s business or provides services.

Additionally, if the Company successfully registers and provides services as a payment facilitator, in the event that a prospective Sub Merchant’s annual volume exceeds the processing threshold established by the applicable Payment Schemes, the Company must notify the Bank and Checkout.com of the same, and the payment facilitator must require that such Sub Merchant enter into a direct agreement with the Bank and Checkout.com before processing any transactions as set out at in the Cross River Bank Acquirer Terms (“Direct Agreement” as found on the following link: https://www.checkout.com/legal/cross-river-bank-acquirer-terms). If an existing Sub Merchant that has an existing agreement with the Company subsequently reaches such processing threshold as established by the applicable Payment Scheme, the payment facilitator must require that such Sub Merchant enter into a Direct Agreement to continue processing any transactions. The Company must separately track by Payment Scheme both the volume and amount of transactions processed for (i) each Sub Merchant individually; and (ii) the amount for all Sub Merchants collectively to ensure compliance with the Payment Scheme Rules.

If the Company intends to provide services as a marketplace, as defined by the Visa Core Rules and Visa Product & Service Rules, the Company’s ability to operate as a marketplace is subject to approval and appropriate registration under such rules. Additionally the Company:

• may only deposit transactions only on behalf of retailers of goods and services that use the Company’s website or application and have executed a contract with the Company.
• is required to receive settlement of transactions on behalf of the Company’s retailers (as defined by Visa).
• The Company’s agreement with retailers must (1) confirm that the Bank may prohibit individual retailers from participating in the Visa system and to immediately stop depositing Transactions for any good cause or upon a Payment Scheme request, (2) require that the retailer comply with Applicable Law and Payment Scheme Rules, (3).
• represents and warrants that the Company has all permits, licenses, registrations, consents, non-objections, and authorizations necessary to conduct business as a marketplace, as applicable in the jurisdictions where the Company conducts the Company’s business or provides services.
• Must ensure that all Transactions are legal in the country of the Company and the retailer.
• Is liable for all acts, omissions, cardholder disputes, and other cardholder customer service-related issues caused by the Company’s retailers.
• Is responsible and liable for each Transaction processed on behalf of a retailer.
• Must not transfer or attempt to transfer, or permit the retailer to transfer or attempt to transfer, its financial liability by asking or requiring cardholders to waive their dispute rights

Must not knowingly contract with a retailer whose contract accept Transactions was terminated at the direction of Visa or a government agency.

The Bank is not subject to and will have no liability to the Company under the California Consumer Privacy Act.

The Company will indemnify Checkout.com and the Bank for any Losses related to any third party intellectual property right infringement claim brought against Checkout.com or the Bank in connection with the services provided to the Company.

The Bank’s only obligation to the Company is to perform the applicable Banking Services in accordance with this Agreement. The Company cannot otherwise recover damages from the Bank for any reason. The Company agrees to waive all claims against the Bank for actions taken by Checkout.com, the Company, or parties transacting with the Company, or for any other entity other than Bank. If this limitation is deemed not to be fully enforceable, then the Bank’s maximum total liability to the Company under this Agreement will be limited to the amount of Fees (net of third party fees such as interchange and Payment Method fees) that the Company has paid to Checkout.com in the month immediately preceding the event which gave rise to the claim.

The Company must comply with Applicable Law, the Bank rules, Payment Scheme Rules (including Mastercard’s Site Data Protection Program), as well as with the guidance, requirements, and standards of PCI SCC (such as PCI DSS) to protect customer data and prevent data misuse by the Company’s employees, service providers, or third parties. The Company must also notify Checkout.com immediately upon discovering any loss of cardholder data. Checkout.com may seek reimbursement from the Company if the Company’s failure to safeguard data causes Checkout.com any expense reasonably related to the loss of cardholder data.

The receiving party will provide only such Confidential Information that is legally required to be disclosed under Applicable Law, or by or to any Regulatory Authority or Payment Method, and will use reasonable efforts to obtain assurances that such Confidential Information will be treated confidentially.

If a reserve account is established, the Bank will hold that reserve account for the Company’s benefit and the Company grants to the Bank a first priority security interest and lien upon the Company’s right, title and interest to the reserve account. Upon request by the Bank, the Company will complete and sign any necessary filings to perfect this security interest and give the Bank all the rights afforded under the Uniform Commercial Code, any other law that applies to the account and in equity. The Company will cure any shortfall in the reserve within one (1) Business Day. If the Company is insolvent, the funds held in the reserve account will be available for the purposes of the insolvency process only after the reserve period and only for amounts due to Checkout.com that were exchanged for new value.

Any early termination fee charged by Checkout.com will not exceed the maximum amount set out by Applicable Law and will not be imposed where prohibited by law. If the Company is located in Maryland, this Agreement may be terminated without the assessment of any fines, penalties, or liquidated damages.

If, and for so long as, the Company is in contract with Checkout.com MALPB, a Georgia corporation holding a Merchant Acquirer Limited Purpose Bank charter (“Checkout.com MALPB”), then the Company directs, acknowledges, and agrees that, with respect to all Transactions acquired pursuant to this Agreement, Settlement will be received on the Company’s behalf by Checkout.com MALPB and/or its Group companies. The Company expressly authorizes each Bank to direct or transfer all the settled Transactions that it receives from the Payment Methods, less any amounts deducted under the applicable agreement, to Checkout.com MALPB and/its Group companies for this purpose. To the extent Checkout.com MALPB receives any such funds from Bank, upon the transfer of the funds to Checkout.com MALPB on behalf of the Company, the Company acknowledges and agrees that the Bank has provided Settlement and all payments to Company and has satisfied all of its settlement obligations under Payment Method Rules. The Bank does not hold, and is not responsible for, the funds once transferred to Checkout.com MALPB. The Company may request the subsequent transfer by Checkout.com MALPB of Settlement due to the Company from Checkout.com MALPB to the Company’s nominated external bank account (which must be in its name), with the Company being responsible and liable for its bank charges or any third-party bank charges levied in connection with the receipt of such Settlement in accordance with Section 11 of the Acquiring Service Terms.

Where the Company uses the Stablecoin Settlement Service, Cross River Bank will transfer Settlement funds in fiat currency on behalf of the Company and pursuant to the Company’s instructions from the FBO Account to an account designated by the Stablecoin Payout Provider for the benefit of the Company. Cross River Bank does not perform any services performed by the Stablecoin Payout Provider. Cross River Bank’s obligations with respect to the Stablecoin Settlement Service are complete upon transfer of such fiat funds to the account designated by the Stablecoin Payout Provider for the benefit of the Company. Cross River Bank does not convert, hold custody of, or transfer any Digital Assets as a component of the Stablecoin Settlement Service.

This section applies only in respect of Transactions sponsored by Cross River Bank.

Where the Company uses the Acceleration Service, it receives Acquired Funds earlier than would otherwise apply under the Standard Availability Speed. The Company’s use of the Acceleration Service does not constitute a borrowing by the Company from Checkout.com, and the making available of those Acquired Funds does not constitute a loan or an extension of credit to the Company.

The Liability section of the Acceleration Service Terms will be replaced as follows: “Nothing in these Acceleration Services terms will otherwise limit or affect Checkout.com’s rights or the Company’s obligations under the Agreement as to any Acquired Funds made available using the Acceleration Services in relation to Chargebacks, Refunds, fraud, or a breach of the Acquiring Service Terms or these Acceleration Service Terms. Checkout.com assumes the sole risk that Acquired Funds made available using the Acceleration Services are not cleared by the applicable Payment Method for any other reason.”

Checkout LLC, a Delaware limited liability company with its registered office at 251 Little Falls Drive, Wilmington, DE 19808, United States of America

Checkout LLC also works with Cross River Bank (the “Bank”), a New Jersey state-chartered bank having its principal offices at 2115 Linwood Avenue, Fort Lee, New Jersey 07024, and a principal member of Visa U.S.A. Inc. and Mastercard International, Inc. to make available certain services described in this Agreement. The regulated money transfer and account-based services provided as part of the settlement transactions, the Outbound Payments services and the receipt of alternative payments into the FBO Account are provided by the Bank (“Banking Services”).

If Cross River Bank does not provide Banking Services to the Company, provisions that apply to the Banking Services provided by Cross River Bank will not apply.

Additionally, Checkout.com provides certain money transmission services through Checkout LLC’s Group company, Checkout US, Inc. (NMLS ID: 1791692), which is licensed or authorized to provide money transmission services in one or more U.S. jurisdictions (“Money Transmitters”). If the Company receives money transmission services, the Company’s use of these services is governed by Checkout US, Inc.’s Terms and Conditions here: https://www.checkout.com/legal/country-terms.

All payments made with respect to Checkout LLC’s products and services are processed and disbursed by regulated financial institutions. Checkout LLC works with the Bank to carry out this Agreement.

Checkout LLC will not directly perform any services involving money transmission in the United States.

For more information about Checkout.com’s licenses, please visit https://www.checkout.com/legal/ckous.

Where the Bank is a party to this Agreement, the Bank provides Banking Services, as noted above. Notwithstanding the forgoing any right or duty allocated to Checkout.com in this Agreement may be exercised or performed by the Bank, as the context requires (as may be determined between Checkout.com and Bank in their sole discretion) and all references to “Checkout.com” are to be interpreted as including or specifically referencing the Bank.

The Bank does not perform the services which are provided by the Money Transmitters, as applicable to the Company.

The Bank maintains all rights under this Agreement as a Party, and as between Checkout.com and itself, Bank has ultimate authority to make determinations about how it provides its Banking Services.

The Bank (a) is the only entity approved to extend acceptance of VISA products directly to the Company; (b) must be a principal (signor) to this Agreement; (c) facilitates settlement to the Company; and (d) holds reserve accounts and FBO Accounts. All Settlement, Outward Payments, and other fund transfers will be handled exclusively by the Bank, at the direction and instruction of Checkout.com. The Bank has no obligation to check, verify, or review Checkout.com’s instructions. Any payment amounts received from or on behalf of Company in connection with the services sponsored by Bank shall be maintained in a custodial settlement account held by Bank. The Bank’s responsibilities under this Agreement are limited solely to the sponsorship and settlement of Transactions and Outward Payments submitted in accordance with this Agreement and the Payment Method Rules, and Bank will not have any obligation or liability of any nature in connection with any services of any kind provided by Checkout.com or its affiliates or third party service providers. Except for the Bank’s specific responsibilities described herein, Checkout is solely responsible for the Services.

To the extent permitted by Applicable Law, if Checkout LLC or any of its Group actually or constructively receives payment on the Company’s behalf, the Company appoints Checkout LLC and its Group as the Company’s agent for the limited purpose of accepting such payments on the Company’s behalf. The Company agrees that the agent’s actual or constructive receipt of a payment on behalf of the Company constitutes receipt of the payment by the Company and extinguishes the obligation of the payer regardless of whether the agent remits such funds to the Company. The agent will be liable to the Company for any corresponding amounts the agent receives as the Company’s agent, which are owed to the Company. The Company agrees there is no risk of loss to the Company’s customer if the agent fails to remit the customer’s payment to the Company.

The Company represents and warrants that it will not use, or allow any third party to use, Checkout.com’s services for personal, family, or household purposes.

These include the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and the California Consumer Privacy Act, Cal. Civ. Code § 1798 et seq. (“CCPA”) (each as amended and replaced from time to time).

support@checkout.com.

A day other than a Saturday, Sunday, or a public holiday or any other day on which banks are obligated to close for business in New Jersey.

3% above the Bank of England base rate as publicly available on the Bank of England’s website.

Any dispute or claim arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of the state of New York, except to the extent governed by U.S. Federal Law. The state and federal courts located in New York have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

The Payment Methods specifically include NACHA, Fed-Wire, any of the ATM networks (e.g., Cirrus, Allpoint) and any updates or amendments to the foregoing.

In the U.S., the Payment Method Rules include:

Visa Core Rules and Visa Product and Service Rules at

https://www.visa.com/en-us/support/visa-rules;

Mastercard Rules at

https://www.mastercard.com/us/en/business/support/rules.html;

Discover Rules; and

The National Automated Clearing House Association (“NACHA”) Operating Rules and Operating Guidelines (“NACHA Rules”).

The Company will honour all properly presented cards as directed by the Payment Method Rules. If the Company fails to comply with the Payment Method Rules or the Bank’s and Checkout.com’s procedures, such failure may subject the Company to withholdings or delays in settlement or the Bank’s refusal to process payments.

The Bank transmits all Outward Payments initiated in the United States or its territories from an FBO Account, to a debit card account or bank account via a debit network or ACH network. Checkout.com sends instructions about Outward Payments to the Bank, but it does not possess or control any funds. However, a Money Transmitter may receive and transmit funds in the course of the transfer of funds from the FBO Account to the recipient of the Outward Payment. The Company must provide accurate payment information to Checkout.com because the Bank will follow the Company’s instructions as provided to Checkout.com even if those instructions have errors. The Company agrees to provide all information reasonably requested by Checkout.com and the Bank to satisfy regulatory requirements in connection with any payments the Company requests.

The Company must not make Outward Payments in connection with any business line in the Declined Lines of Business Policy. The Company must not process any transactions that have an international origin or destination.

The Bank may terminate this Agreement by giving one (1) month prior notice or immediately in accordance with the General Terms.

The Company will establish and maintain a depository bank account at the Bank or at another financial institution agreed to by Checkout.com and the Bank during the term of this Agreement and for at least one hundred and eighty (180) days after this Agreement is terminated.

The Company must provide all information regarding the Company’s bank account to Checkout.com and at least 30 days’ prior written notice of any change in the account information.

To receive Checkout.com’s services, the Company must authorise Checkout.com and the Bank to debit and credit the Company’s bank account through ACH transactions, wire transfers, or any other means to deposit or withdraw, as appropriate, amounts due under this Agreement.

The Company represents and warrants that any such bank account is held at a U.S. financial institution, denominated in U.S. dollars, that the Company owns and is authorized to use for all purposes contemplated by this Agreement, and that the bank account is usable solely for commercial and business purposes, and not for personal, family or household purposes.

The Company authorizes Checkout.com or the Bank to initiate ACH credit entries to the Company's depository bank account for Settlements or other amounts payable under this Agreement, and, where necessary, ACH debit entries and other adjustments to reverse or correct ACH credit entries made in error. The Company agrees that it is bound by the NACHA Rules to the extent applicable to such ACH entries.

The Bank is a third-party beneficiary of, but not a party to, any ACH agreement between Checkout.com and the Company or the Company and the Company’s customers, or any Sub Merchant agreement, as applicable.

If the Company accepts or sends ACH payments, the Company can initiate credit and debit entries by means of the ACH network, pursuant to the NACHA Rules. By accepting ACH payments or by directing Checkout.com to initiate ACH transactions to and from the Company’s depository bank account, the Company agrees to be bound by the NACHA Rules. Capitalised terms used in this Section but not otherwise defined in this Agreement will have the meaning given in the NACHA Rules.

The Company authorises Checkout.com to submit ACH transfers that the Company originates, on the Company’s behalf. The Company will promptly complete and deliver to Checkout.com all forms and documents required to initiate ACH entries, including an ACH authorization form and a W-9 form. The Company agrees that it is the Originator of each transaction the Company originates, initiates or requests, and is responsible for providing accurate information necessary for the Bank to effectuate ACH transactions. The Company further agrees that it will assume all applicable responsibilities and liabilities under the NACHA Rules as an Originator, including obtaining all authorizations from the Receiver, and making all representations and warranties of an Originator. If Checkout.com permits the Company to submit transactions on behalf of a third party who acts as the Originator, the Company will be a Nested Third Party Sender under the NACHA Rules. The Company will assume all applicable responsibilities and liabilities under the NACHA Rules as a Nested Third Party Sender, including entering into an origination agreement with the third-party Originator that complies with the NACHA Rules, obtaining all authorizations from the Originator and ensuring the Originator obtains all authorizations from the Receiver. The Company may not submit ACH transactions on behalf of another Nested Third Party Sender without Checkout.com’s prior, written authorization.

The Company cannot refuse or block, or instruct the Company’s bank to refuse or block, any ACH transaction initiated by Checkout.com or its designated representative.

If the Company accepts ACH transactions, the Company must fund, no later than the last business day prior to initiating the first ACH transaction, a minimum balance, to be credited by the Bank to the FBO Account or the Company’s reserve account of at least 3% of the Company’s expected ACH payment volume for the Company’s first month of ACH transactions, and at all times thereafter, maintain a minimum balance of at least 3% of the Company’s prior monthly ACH payment volume (“Minimum Balance”). The Company must maintain the Minimum Balance at all times. The Minimum Balance is in addition to any reserves that Checkout.com may require pursuant to this Agreement.

The Company waives all claims against the Bank and Checkout.com for failure of service due to insufficient funds comprising the Minimum Balance.

The Company understands that all payments made with Checkout.com’s products or services are processed and disbursed solely by the Bank. Checkout.com may instruct the Bank to disburse funds through a Checkout.com Group company. To the extent that Checkout.com processes any instructions from the Company, it does so as the Company’s appointed agent for receiving and disbursing funds on the Company’s behalf.

Checkout.com and the Bank have the right to audit the Company to ensure compliance with this Agreement and the NACHA Rules. Checkout.com and the Bank may terminate or suspend this Agreement for breach of the NACHA Rules.

The Bank is released and discharged of all rights or claims made by the Company against the Bank in connection with the ACH services provided by Checkout.com.

The Bank provides wire transfer services to allow money to be wired to other financial institutions from the FBO Account through the Federal Reserve Communications System or through a similar wire transfer system that is used primarily for fund transfers between financial institutions or between businesses to any financial institution in the United States.

The Bank is authorized to follow the instructions entered and transactions initiated by the Company according to the Company’s payment order instructions. The Company understands that the wire transfer services are not designed to detect errors in the transmission or content of communications or wires initiated by the Company. The Company bears sole responsibility for detecting and preventing such errors. If the wire transfer has incorrect identifying information, the Company agrees to compensate Checkout.com or the Bank for any loss and expense as a result of executing or attempting to execute the wire transfer services based on the information provided by the Company.

Unless otherwise approved in writing by Checkout.com and the Bank, only wires that are less than US $1,000,000.00 may be transmitted from the FBO Account. Checkout.com will provide the Company with 10 business days’ prior written notice, or such shorter notice as may be required by Checkout.com or the Bank of any changes to the wire limits. Checkout.com and the Bank, in their sole discretion, will set the wire limit for the Company. The wire limits do not apply to any Settlement from the Bank to the Company.

The FBO Account will accept funds settled from payments made using the following Card types: (i) Visa prepaid debit, Visa signature debit, Visa credit (as applicable Rules may allow), (ii) MasterCard prepaid debit, MasterCard signature debit, MasterCard credit (as applicable Rules may allow), and (iii) upon notice from the Bank: Discover Network prepaid debit, Discover Network signature debit, Discover Credit (as applicable Rules may allow), and American Express.

To add or limit the payment methods the Company accepts, the Company will submit an amendment to the Merchant Application, and Checkout.com will implement the change if permitted by the Payment Method Rules and approved by the Bank.

The Company’s FBO Account will also accept funds from payments made via ACH transaction.

A For-Benefit-Of Account (“FBO Account”) is an umbrella custodial account that holds and pools various funds “for the benefit of” one or more beneficiaries, of which Company is one. In general, the Bank is the custodian of the FBO Account for the funds held for the benefit of the beneficial owner(s) of the funds. There may be circumstances in which a Money Transmitter holds funds for the Company’s benefit, in Checkout.com’s discretion. Checkout.com maintains a ledger that records the interest of each beneficial owner of funds in the FBO Account, and the Company agrees that Checkout.com may rely on this ledger to determine the Company’s interest or beneficial ownership of funds in the FBO Account, but the FBO Account is owned and controlled by the Bank, and Checkout.com does not own, possess, or control the FBO Account or any of the Company’s funds held therein. The FBO Account is not a savings account.

Based on instructions provided by Checkout.com on the Company’s behalf, the Bank deposits the Company’s funds from acquiring transactions (net of any returns, Chargebacks, reversals, reserve or additional collateral requirements) into the FBO Account. Likewise, if the Company uses Outward Payments, payments are made from the FBO Account. However, if the Company receives money transmission services from Checkout US, Inc., a Money Transmitter may complete payment to the Company from the FBO Account to the Company, as set forth in the Company’s agreement with Checkout US, Inc. The Company must ensure that there are sufficient funds in the FBO Account to carry out instructions the Company gives to Checkout.com for the Bank to conduct Outward Payments, including sufficient funds to cover all transfers, expenses, and the Bank and Payment Scheme related fees.

The FBO Account is not an account within the meaning of Regulation E or the Electronic Fund Transfer Act, thus transfers to and from the FBO Accounts are not subject to the limitation of liability or error resolution procedures required under Regulation E.

The Company agrees to promptly provide Checkout.com with records necessary to assure Checkout.com, regulators, and the Payment Schemes that Checkout.com’s and the Company’s activities comply with the Bank rules, these terms, Applicable Law, and Payment Method Rules. If the Company uses a service provider to facilitate the Company’s compliance with this Agreement, this service provider must also provide records demonstrating compliance. The records that we may request include those about the Company’s business, like financial status and creditworthiness, products/services, processing arrangements, shareholders (and ultimate beneficial owners), addresses, and sales. We may request documents about transactions, customer data, customer on-boarding, explanations about suspicious or unusual activity, records about or from service providers that will have access to cardholder data, PCI DSS compliance, shipping details (if relevant), invoices for the products/services the Company deliver, and contact with the Company’s customers. In addition, we may monitor transactions, verify provided information with third party sources, or share information with regulators or Payment Schemes to fulfil Checkout.com’s legal and contractual obligations. The Company’s responsibilities include:

1. Ensuring compliance with cardholder data security, transmission, disclosure and storage requirements, including maintaining the confidentiality of cardholder data and complying with the Payment Schemes’ data security programs requirements.
2. Maintaining fraud and Chargebacks levels below thresholds established by Checkout.com, the Bank or a Payment Scheme.
3. Reviewing and understanding this Agreement.
4. Complying with Payment Method Rules.
5. Not using a ‘merchant servicer’, as that term is defined by Visa, unless approved by the Bank and Checkout.com.

If we have agreed to process Recurring Payments for the Company, the Company must keep recurring payment authorization records for at least three years after the last recurring payment. The Company may not process a Recurring Payment after the Company has received notice from Checkout.com (including the Bank) indicating that the Company may not accept such a Recurring Payment.

The Company must not submit a transaction that does not result from an act between the customer and the person selling goods or services.

If the Company is undergoing a forensic investigation at the time the agreement is signed, the Company must fully cooperate with the investigation until completed.

The Company is responsible for the Company’s employees’ actions. The Company is also responsible for demonstrating the Company’s compliance with this agreement and the Company’s employees’ and agents’ compliance with the Payment Method Rules and their related requirements to the extent applicable.

The Company may be permitted to use Payment Scheme names, trademarks, logos and other similar marks for limited purposes. The Company acknowledges and agrees that such marks belong to the Payment Method and may only be used in accordance with the Payment Method Rules.

The Company represent and warrant that the Company have all permits, licenses, registrations, consents, non-objections, and authorizations necessary to conduct the Company’s business and provide the goods and services for which the Company accept payments, in the jurisdictions where the Company conduct the Company’s business or provide goods and services.

Checkout.com and the Bank may process, and settle transactions the Company submits based on the information the Company provides Checkout.com. Neither Checkout.com nor the Bank are responsible for any losses or delays resulting from the Company’s provision of inaccurate, incomplete, or untimely information.

The Company must promptly notify Checkout.com if the Company fails to receive any Settlement owed to the Company or if there are any changes to the Company’s bank accounts. Transfer of Settlement funds may be delayed or misdirected if the Company provides inaccurate information about, or fails to notify Checkout.com of changes to, the Company’s bank accounts. Neither Checkout.com nor the Bank are responsible for Settlement errors that arise if the Company provides inaccurate information about, or fails to immediately notify Checkout.com of any changes to the bank account or any errors.

If the Company is seeking registration with the Bank as a payment facilitator, as that term is defined by the Payment Schemes, or intend to register as a marketplace, as defined by the Visa Core Rules and Visa Product & Service Rules, this section applies to the Company. To the extent a conflict arises between the terms of this section and other sections of this Agreement, the terms of this section will apply solely to the extent of the conflict. The Bank reserves the right to refuse services to any payment facilitator or marketplace in its sole discretion.

If the Company intends to provide services as a payment facilitator, the Company must register with the Payment Schemes as a payment facilitator or such other category of service provider as otherwise required by any of the Payment Schemes as a condition of providing services to other merchants, and the Company’s ability to operate as a payment facilitator is subject to approval and appropriate registration under the applicable Payment Scheme(s). The Company agrees to promptly provide to the Bank and Checkout.com all such information and assistance as the Bank or Checkout.com requests for the purpose of obtaining, maintaining, or renewing any such registration(s), including any actions which the Bank is itself required to undertake with the Payment Schemes, from time to time.

The Company represents and warrants that all information the Company provides to the Bank and Checkout.com is complete and accurate, and covenants that the Company will inform the Bank and Checkout.com immediately upon becoming aware that any such information is inaccurate or incomplete, and upon the occurrence of any event which causes information the Company provided to the Bank or Checkout.com in connection with registration or renewal to be inaccurate or incomplete. Checkout.com or the Bank may terminate this Agreement immediately if the Company’s registration with a Payment Scheme is terminated, suspended, restricted or denied.

The Company must conduct due diligence of and enter into a written agreement with each of the merchants to which the Company provides services (“Sub Merchant”) prior to providing them services, and maintain such written agreement for as long as the Company provides services to the Sub Merchant. The Company’s Sub Merchant agreement will contain all content, rights, and obligations that are required by Payment Method Rules and Applicable Law. The Company’s due diligence must comply with the Payment Method Rules and Applicable Law. Where a regulated third party provider (other than the Bank) will settle funds to the Company's Sub Merchants, the regulated third party provider may perform due diligence of the Sub Merchants.

The Company:

• Is liable for all acts and omissions of each Sub Merchant, as well as all cardholder disputes, and other cardholder and customer service-related issues and losses arising from the activities of the Company’s Sub Merchants;
• Is responsible and financially liable for each transaction processed on behalf of the Sub Merchant, or for any disputed transaction or credit;
• Must ensure Sub Merchants comply with the Payment Method Rules;
• Must not transfer or attempt to transfer the Company’s financial liability by asking or requiring cardholders to waive their dispute rights;
• Must not permit a Sub Merchant to transfer or attempt to transfer its financial liability by asking or requiring cardholders to waive their dispute rights;
• Must not deposit transactions on behalf of another merchant service provider and/or payment facilitator;
• Must not contract with a Sub Merchant, whose contract to accept transactions was terminated or suspended at the direction of a Payment Scheme or a government agency;
• Must provide the names of principals and their country of domicile for each Sub Merchant, and any other information Checkout.com may request to verify the identity of the Sub Merchant and its principals, to Checkout.com, the Bank or a Payment Scheme upon request;
• Must provide transaction reports to Checkout.com, the Bank or Payment Scheme upon request;
• Must ensure that Sub Merchants comply with the Payment Card Industry Data Security Standard (PCI DSS) and the Payment Application Data Security Standard (PA-DSS); and
• Represents and warrants that the Company has all permits, licenses, registrations, consents, non-objections, and authorizations necessary to conduct business as a payment facilitator or marketplace, as applicable in the jurisdictions where the Company conducts the Company’s business or provides services.

Additionally, if the Company successfully registers and provides services as a payment facilitator, in the event that a prospective Sub Merchant’s annual volume exceeds the processing threshold established by the applicable Payment Schemes, the Company must notify the Bank and Checkout.com of the same, and the payment facilitator must require that such Sub Merchant enter into a direct agreement with the Bank and Checkout.com before processing any transactions as set out at in the Cross River Bank Acquirer Terms (“Direct Agreement” as found on the following link: https://www.checkout.com/legal/cross-river-bank-acquirer-terms). If an existing Sub Merchant that has an existing agreement with the Company subsequently reaches such processing threshold as established by the applicable Payment Scheme, the payment facilitator must require that such Sub Merchant enter into a Direct Agreement to continue processing any transactions. The Company must separately track by Payment Scheme both the volume and amount of transactions processed for (i) each Sub Merchant individually; and (ii) the amount for all Sub Merchants collectively to ensure compliance with the Payment Method Rules.

If the Company intends to provide services as a marketplace, as defined by the Visa Core Rules and Visa Product & Service Rules, the Company’s ability to operate as a marketplace is subject to approval and appropriate registration under such rules. Additionally the Company:

1. may only deposit transactions only on behalf of retailers of goods and services that use the Company’s website or application.
2. is required to receive settlement of transactions on behalf of the Company’s retailers (as defined by Visa).
3. The Company’s agreement with retailers must confirm that the Bank may prohibit individual retailers from participating in the Visa system.
4. represents and warrants that the Company has all permits, licenses, registrations, consents, non-objections, and authorizations necessary to conduct business as a marketplace, as applicable in the jurisdictions where the Company conducts the Company’s business or provides services.

The Bank is not subject to and will have no liability to the Company under the California Consumer Privacy Act.

The Company will indemnify Checkout.com and the Bank for any Losses related to any third party intellectual property right infringement claim brought against Checkout.com or the Bank in connection with the services provided to the Company.

The Bank’s only obligation to the Company is to perform the applicable Banking Services in accordance with this Agreement. The Company cannot otherwise recover damages from the Bank for any reason. The Company agrees to waive all claims against the Bank for actions taken by Checkout.com, the Company, or parties transacting with the Company. If this limitation is deemed not to be fully enforceable, then the Bank’s maximum total liability to the Company under this Agreement will be limited to the amount of Fees (net of third party fees such as interchange and Payment Method fees) that the Company has paid to Checkout.com in the month immediately preceding the event which gave rise to the claim.

The Company must comply with Applicable Law, the Bank rules, Payment Method Rules (including Mastercard’s Site Data Protection Program), as well as with the guidance, requirements, and standards of PCI SCC (such as PCI DSS) to protect customer data and prevent data misuse by the Company’s employees, service providers, or third parties. The Company must also notify Checkout.com immediately upon discovering any loss of cardholder data. We may seek reimbursement from the Company if the Company’s failure to safeguard data causes Checkout.com any expense reasonably related to the loss of cardholder data.

The receiving party will provide only such Confidential Information that is legally required to be disclosed under Applicable Law, or by or to any Regulatory Authority of Payment Method, and will use reasonable efforts to obtain assurances that such Confidential Information will be treated confidentially.

If a reserve account is established, the Bank will hold that reserve account for the Company’s benefit and the Company grants to the Bank a first priority security interest and lien upon the Company’s right, title and interest to the reserve account. Upon request by the Bank, the Company will complete and sign any necessary filings to perfect this security interest and give the Bank all the rights afforded under the Uniform Commercial Code, any other law that applies to the account and in equity. The Company will cure any shortfall in the reserve within one (1) Business Day. If the Company is insolvent, the funds held in the reserve account will be available for the purposes of the insolvency process only after the reserve period and only for amounts due to Checkout.com that were exchanged for new value.

Any early termination fee will not exceed the maximum amount set out by Applicable Law and will not be imposed where prohibited by law. If the Company is located in Maryland, this Agreement may be terminated without the assessment of any fines, penalties, or liquidated damages.

If, and for so long as, the Company is in contract with Checkout.com MALPB, a Georgia corporation holding a Merchant Acquirer Limited Purpose Bank charter (“Checkout.com MALPB”), then the Company directs, acknowledges, and agrees that, with respect to all Transactions acquired pursuant to this Agreement, Settlement will be received on the Company’s behalf by Checkout.com MALPB and/or its Group companies. The Company expressly authorizes each Bank to direct or transfer all the settled Transactions that it receives from the Payment Methods, less any amounts deducted under the applicable agreement, to Checkout.com MALPB and/its Group companies for this purpose. To the extent Checkout.com MALPB receives any such funds from Bank, upon the transfer of the funds to Checkout.com MALPB on behalf of the Company, the Company acknowledges and agrees that the Bank has provided Settlement and all payments to Company and has satisfied all of its settlement obligations under Payment Method Rules. The Bank does not hold, and is not responsible for, the funds once transferred to Checkout.com MALPB. The Company may request the subsequent transfer by Checkout.com MALPB of Settlement due to the Company from Checkout.com MALPB to the Company’s nominated external bank account (which must be in its name), with the Company being responsible and liable for its bank charges or any third-party bank charges levied in connection with the receipt of such Settlement in accordance with Section 11 of the Acquiring Service Terms.

Where the Company uses the Stablecoin Settlement Service, Cross River Bank will transfer Settlement funds in fiat currency on behalf of the Company and pursuant to the Company’s instructions from the FBO Account to an account designated by the Stablecoin Payout Provider for the benefit of the Company. Cross River Bank does not perform any services performed by the Stablecoin Payout Provider. Cross River Bank’s obligations with respect to the Stablecoin Settlement Service are complete upon transfer of such fiat funds to the account designated by the Stablecoin Payout Provider for the benefit of the Company. Cross River Bank does not convert, hold custody of, or transfer any Digital Assets as a component of the Stablecoin Settlement Service.

Where the Company uses the Acceleration Service, it receives Acquired Funds earlier than would otherwise apply under the Standard Availability Speed and is not borrowing money from Checkout.com. Any Acquired Funds made available through the Acceleration Service are not loans or extensions of credit.

The Liability section of the Acceleration Service Terms will be replaced as follows: “Nothing in these Acceleration Services terms will otherwise limit or affect Checkout.com’s rights or the Company’s obligations under the Agreement as to any Acquired Funds made available using the Acceleration Services in relation to Chargebacks, Refunds, fraud, or a breach of the Acquiring Service Terms or these Acceleration Service Terms. Checkout.com assumes the sole risk that Acquired Funds made available using the Acceleration Services are not cleared by the applicable Payment Method for any other reason.”