retailcloud Customer Payments Terms of Service

These Customer Payments Terms of Service (the “Payment Terms") govern Customer’s use of payment-related services, managed payment processing, transaction routing, settlement support, reserves, equipment or sponsorship subsidy recovery, and related platform services provided by retailcloud Ventures Inc., a Delaware corporation located at 2702 Clayton Rd Ste 200, Concord, CA 94519 (“retailcloud"). These Payment Terms are incorporated into and form part of the Agreement between retailcloud and Customer. Customer accepts these Payment Terms by signing or accepting an Order Form that incorporates them, electronically accepting them, enabling or using Payment Services, submitting payment-processing information, or continuing to use Payment Services after notice of updated terms.

A. Structure, Definitions, and Acceptance

A1. Key Definitions

“Agreement" means the applicable retailcloud master services agreement, platform terms, subscription terms, Order Form, statement of work, these Payment Terms, and any incorporated policies or documents governing Customer’s use of retailcloud products or services.

“Customer" means the merchant, venue, club, operator, concessionaire, retailer, organization, or other business entity using retailcloud products or services and enabling Payment Services.

“Early Termination Recovery Amount” means the amount specified in the applicable Order Form payable by Customer upon certain termination-related events to reimburse retailcloud for unrecovered costs and commercial investments.

“Order Form" means the retailcloud order form, payment pricing schedule, proposal, statement of work, online checkout, or other written ordering document accepted by Customer that describes the applicable Payment Services, fees, pricing model, term, equipment, reserves, or other commercial terms.

“Payment Processor" means Stripe, Adyen, or any other payment processor, acquiring bank, sponsor bank, payment facilitator, gateway, card network, payment method provider, terminal provider, or related financial services provider used or enabled by retailcloud.

“Payment Services" means payment acceptance, processing, routing, authorization, capture, settlement support, payouts, refunds, disputes, chargebacks, reserves, transaction monitoring, reporting, payment-method enablement, merchant onboarding, payment terminals, and related services made available through retailcloud, whether branded as retailcloud payments, FanVista payments, managed payments, platform payments, or otherwise.

“Payout" means any transfer, settlement, disbursement, credit, or payment of Transaction proceeds to Customer or for Customer’s benefit.

“Processor Terms" means the applicable Payment Processor terms, connected-account agreements, platform terms, sponsor-bank terms, restricted-business rules, prohibited-business rules, payment-method rules, card-network rules, NACHA rules, and other legal or operating rules applicable to the Payment Services.

“Reserve" means any reserve, rolling reserve, fixed reserve, termination reserve, holdback, delayed funding amount, risk hold, refund hold, or similar security arrangement established in connection with Customer’s Payment Services.

“retailcloud Fees" means the markup, platform fees, monthly minimums, equipment fees, chargeback fees, refund fees, returned-payment fees, and other fees charged by retailcloud as stated in the applicable Order Form or Agreement.

“Pass-Through Costs" means interchange, dues, assessments, network fees, processor fees, sponsor-bank fees, gateway fees, payment-method fees, regulatory charges, taxes, and other third-party costs assessed, charged, deducted, or passed through in connection with Customer’s Transactions.

“Services” means the products, software, platform services, payment services, support services, hardware, integrations, and related services provided by retailcloud.

“Transactions" means all payment transactions processed, attempted, refunded, disputed, reversed, charged back, settled, routed, reported, or submitted through the Payment Services.

A2. Incorporated Terms and Order of Precedence

These Payment Terms supplement the applicable Order Form and the Agreement. If there is a conflict, the order of precedence is: (1) the applicable Order Form for commercial terms expressly stated in the Order Form; (2) these Payment Terms for payment-related matters; (3) the retailcloud platform or master services terms; and (4) other incorporated policies or documentation, unless a document expressly states a different order of precedence.

Customer agrees that the applicable Processor Terms are incorporated into these Payment Terms to the extent applicable. If Stripe is used, Customer agrees to the applicable Stripe Connected Account Agreement, Stripe Services Agreement, Stripe Connect terms, and related Stripe terms. Customer may not use Payment Services until Customer has accepted all applicable Processor Terms and completed all required onboarding, identity, business, tax, bank-account, compliance, and verification requirements.

retailcloud may require Customer to accept these Payment Terms through an affirmative electronic acceptance flow before enabling Payment Services and may require Customer to complete Payment Processor onboarding through live links to the applicable processor or connected-account terms.

Customer agrees that retailcloud may create and retain electronic records of Customer’s acceptance of these Payment Terms, the applicable Order Form, Processor Terms, and other incorporated terms, including the accepting user, name, title, email address, company, timestamp, IP address, account or venue ID, version of terms accepted, and linked documents presented. Customer agrees that such electronic records may be used to evidence acceptance, notice, authorization, and the terms in effect for Customer’s Payment Services.

A3. Customer as Merchant of Record

Unless retailcloud expressly agrees otherwise in a signed writing, Customer is the merchant of record for Transactions conducted through Customer’s account. Customer is responsible for the goods and services sold; pricing; taxes; receipts; refunds; returns; fulfillment; customer service; chargebacks; disputes; compliance with law; and all obligations owed to cardholders, guests, fans, sponsors, vendors, payment networks, processors, banks, regulators, and other third parties.

retailcloud is not the seller of Customer’s goods or services and does not assume Customer’s merchant, tax, fulfillment, refund, consumer-protection, licensing, or regulatory obligations.

A4. retailcloud Role and Limited Authorization

Customer authorizes retailcloud to act as Customer’s platform provider, technology provider, and limited agent solely to submit operational, Transaction, settlement, account, reporting, refund, dispute, and payment-related instructions and data to Payment Processors, sponsor banks, payment networks, service providers, and other third parties as necessary to provide the Payment Services.

This authorization does not make retailcloud responsible for Customer’s underlying merchant obligations, and retailcloud does not assume any duty to monitor, investigate, resolve, contest, or pay Customer’s disputes, chargebacks, refunds, taxes, or customer obligations except as expressly stated in the Agreement.

retailcloud does not undertake to store sensitive authentication data, card verification values, magnetic-stripe data, PIN data, or other restricted payment data except to the extent expressly supported by retailcloud, permitted by applicable payment rules, and handled through approved processor or PCI-compliant systems.

B. Payment Account, Processing, Fees, and Funds

B1. Eligibility, Underwriting, and Ongoing Review

Customer’s access to Payment Services is subject to approval, underwriting, identity verification, sanctions screening, bank approval, processor approval, payment-network approval, and ongoing risk review. retailcloud, its Payment Processors, sponsor banks, or payment partners may request information about Customer, its beneficial owners, bank accounts, business model, tax status, products, services, events, locations, chargeback history, processing volume, financial condition, and operations.

Customer must provide complete, accurate, and current information. retailcloud may suspend onboarding, delay settlement, impose processing limits, require or increase a Reserve, suspend or terminate Payment Services, or decline to process Transactions if Customer fails to provide requested information or if retailcloud determines that Customer presents unacceptable legal, credit, fraud, operational, reputational, or payment risk.

B2. Payment Processing Relationship and Payment Methods

Payment processing may be provided by one or more third-party Payment Processors or through a bring-your-own-processor arrangement supported by retailcloud. Customer acknowledges that approval by retailcloud does not guarantee approval by any Payment Processor, sponsor bank, network, gateway, or payment method provider.

Where Customer uses Stripe Connect, Stripe Express, or another connected-account model, Customer’s processing relationship may be directly with the Payment Processor, with retailcloud acting as platform provider and submitting information or instructions as authorized by Customer.

Customer must comply with all payment-method rules applicable to Customer’s Transactions. Customer may not submit Transactions that are illegal, unauthorized, fraudulent, deceptive, improperly described, not supported by a bona fide sale, or outside Customer’s approved business model. retailcloud may block, hold, reverse, refund, suspend, or decline Transactions, settlement, Payouts, or payment methods where required by law, Processor Terms, risk controls, suspected fraud, excessive disputes, negative balances, prohibited activity, or Customer’s breach of the Agreement.

B3. Fees and Pass-Through Costs

Customer must pay all retailcloud Fees and Pass-Through Costs stated in or permitted by the applicable Order Form, pricing schedule, payment schedule, checkout acceptance flow, or other fee disclosure.

If Customer is priced on an interchange-plus, IC++, pass-through, blended, managed-payments, or other pricing model, Customer is responsible for all applicable Pass-Through Costs and retailcloud fees. The Order Form should state the applicable commercial pricing, including markup, platform fees, monthly minimums, chargeback fees, refund fees, ACH or returned-payment fees, hardware fees, reserve terms, and any other retailcloud-controlled fees.

Pass-Through Costs may change without advance notice to retailcloud and may be passed through to Customer when imposed or when retailcloud is notified of the change, whether or not separately itemized before the effective date. Material changes to retailcloud-controlled fees are governed by Section D2.

B4. Settlement, Payouts, and Setoff

Settlement timing, Payout availability, cutoff times, funding method, holdbacks, and settlement currency are subject to Processor Terms, sponsor-bank requirements, card-network rules, payment-method rules, risk review, fraud review, reserve requirements, refund activity, dispute activity, chargeback activity, account status, and compliance requirements. Any stated settlement or Payout timing is an estimate unless expressly guaranteed in a signed Order Form.

retailcloud may offset, recoup, debit, hold, delay, withhold, or apply settlement amounts, Payouts, Reserve amounts, or other amounts owed to Customer against retailcloud Fees, Pass-Through Costs, chargebacks, refunds, reversals, disputes, negative balances, taxes, equipment amounts, sponsorship recovery amounts, Early Termination Recovery Amounts, collection costs, and other amounts owed by Customer under the Agreement.

B5. Refunds, Reversals, Chargebacks, ACH Returns, and Disputes

Customer is solely responsible for all refunds, reversals, chargebacks, retrieval requests, cardholder disputes, payment-method disputes, ACH returns, fraud claims, unauthorized-transaction claims, negative balances, fines, penalties, and related fees, regardless of whether the Transaction was authorized, settled, fulfilled, or processed through retailcloud.

retailcloud may assist with dispute handling, documentation submission, automated dispute programs, refund workflows, or operational workflows, but such assistance is an administrative convenience only and does not create any duty to investigate, defend, contest, appeal, resolve, or pay Customer’s disputes. retailcloud does not guarantee that any dispute, chargeback, or retrieval request will be won or reversed.

Customer authorizes retailcloud, its Payment Processors, and payment partners to debit, offset, recoup, withhold, or apply funds from settlement, Payouts, Customer’s bank account, Reserves, or other amounts owed to Customer to satisfy refunds, reversals, chargebacks, disputes, ACH returns, negative balances, fees, fines, and related liabilities.

B6. Transaction Monitoring, Risk Controls, and Reserves

retailcloud may monitor Transaction activity, dispute rates, refund rates, settlement activity, processing volume, chargeback activity, fraud indicators, compliance indicators, customer complaints, and risk signals. retailcloud may impose limits, holds, rolling reserves, fixed reserves, delayed settlement, enhanced review, documentation requirements, transaction review, refund limitations, or suspension where retailcloud determines such controls are appropriate.

Upon suspension, termination, non-renewal, material breach, elevated risk, excessive disputes, unusual processing activity, insolvency risk, processor requirement, sponsor-bank requirement, or any other risk event, retailcloud may establish or increase a Reserve. The Reserve may be funded by withholding settlement or Payouts, debiting Customer’s bank account where authorized, applying amounts owed to Customer, retaining amounts already held, or requiring a direct payment by Customer.

Unless retailcloud determines that a longer period is reasonably necessary, retailcloud will release any remaining Reserve balance one hundred eighty (180) days after termination or the last processed Transaction, whichever is later, after deducting all amounts owed by Customer. retailcloud may extend the Reserve period if there are unresolved chargebacks, refunds, disputes, negative balances, legal claims, processor claims, sponsor-bank claims, tax claims, fines, penalties, fraud concerns, insolvency proceedings, or other unresolved liabilities.

Customer is not entitled to interest, earnings, or other compensation on any Reserve, holdback, withheld amount, retained amount, or delayed Payout amount except to the extent expressly required by applicable law. The Reserve is not a limit on Customer’s liability, and Customer remains liable for all amounts owed whether or not the Reserve is sufficient.

B7. Negative Balances, Failed Debits, NSF Fees, and Collections

Customer is responsible for all negative balances arising from Transactions, fees, refunds, disputes, chargebacks, reversals, Payout errors, processor adjustments, bank debits, fines, penalties, assessments, or other payment-related liabilities. Customer must immediately repay any negative balance upon request.

Customer must maintain a valid designated bank account and sufficient available funds to satisfy all amounts owed under the Agreement. If any debit, withdrawal, payment, offset, recoupment, or collection attempt by retailcloud or a Payment Processor is rejected, returned, reversed, dishonored, disputed, or fails for any reason not caused by retailcloud, including insufficient funds, account closure, incorrect account information, stop payment, revoked authorization, bank rejection, payment reversal, payment dispute, or unauthorized-return claim, Customer remains immediately liable for the full unpaid amount.

Customer must reimburse retailcloud for all returned-payment fees, NSF fees, bank fees, processor fees, network fees, collection costs, reasonable attorneys’ fees, arbitration costs, court costs, collection-agency fees, applicable interest, and other costs or losses arising from any failed, rejected, returned, reversed, dishonored, or disputed payment. retailcloud may suspend Payment Services, suspend Payouts, establish or increase Reserves, require prepayment, require a replacement bank account, disable refund functionality, restrict processing, or pursue collection until all unpaid amounts and related costs are fully satisfied. Customer may not revoke payment authorization while actual or potential payment liabilities remain outstanding.

B8. Security Interest; ACH Authorization; Guarantees

To secure all present and future obligations owed by Customer to retailcloud and its affiliates, Payment Processors, sponsor banks, and payment partners, including retailcloud Fees, Pass-Through Costs, chargebacks, refunds, reversals, disputes, negative balances, Reserves, equipment obligations, sponsorship recovery obligations, Early Termination Recovery Amounts, indemnity obligations, and other payment liabilities, Customer grants retailcloud a continuing security interest in and lien on Transaction proceeds, settlement amounts, Payouts, Reserve amounts, payment rights, accounts receivable, payment intangibles, general intangibles, identifiable proceeds, and other collateral arising from or relating to Customer’s use of Payment Services, to the maximum extent permitted by law.

With respect to funds in Customer’s designated bank account, the security interest applies only to identifiable proceeds of Transactions and Payment Services to the extent such interest may be created, attached, perfected, or enforced under applicable law, and nothing in these Payment Terms implies that retailcloud has control of Customer’s deposit account unless retailcloud has obtained control under applicable law.

Customer authorizes retailcloud to file UCC financing statements or other notices describing the collateral and to take actions reasonably necessary to perfect, continue, enforce, or realize upon the security interest. Customer agrees to cooperate with retailcloud in executing documents or providing information reasonably requested to perfect or enforce retailcloud’s rights.

Customer authorizes retailcloud, its Payment Processors, payment partners, and authorized service providers to initiate ACH debits, credits, reversals, and adjustments to any bank account designated by Customer for settlement or payment purposes to collect amounts owed under the Agreement. This authorization survives suspension, termination, or expiration of the Agreement until all obligations have been satisfied in full.

retailcloud may require a personal, parent-company, affiliate, owner, principal, or other third-party guarantee as a condition of onboarding, continued processing, increased processing limits, reserve release, subsidized equipment, sponsorship payments, advance-sale processing, delayed-fulfillment processing, or continued access to Payment Services.

B9. Equipment, Sponsorship, Subsidy Recovery, and Early Termination Recovery

If retailcloud provides discounted, subsidized, financed, leased, loaned, bundled, or no-upfront-cost equipment, hardware, payment devices, printers, tablets, implementation services, sponsorship support, marketing support, or other economic support in reliance on Customer’s expected processing volume, subscription term, sponsorship commitment, event schedule, revenue share, or continued use of the Services, Customer agrees that early termination, material breach, non-use, reduced use, diversion of processing, non-payment, or termination for cause may cause retailcloud to incur unrecovered costs.

Customer must pay the Early Termination Recovery Amount specified in the applicable Order Form. If the Order Form does not specify an Early Termination Recovery Amount or formula, retailcloud may recover only amounts otherwise owed under the Agreement, including unpaid fees, chargebacks, refunds, negative balances, unreturned equipment value stated in the Order Form, and other actual amounts due.

The Order Form should state any equipment value, sponsorship amount, subsidy amount, credit, amortization schedule, recovery formula, and other commercial assumptions applicable to Customer. Early Termination Recovery Amounts are intended to recover retailcloud’s unrecovered commercial investment and are not intended as a penalty.

C. Customer Operating Obligations

C1. Accurate Information; Business Changes; Insolvency

Customer must maintain accurate legal, business, owner, tax, banking, settlement, billing, contact, location, event, and operational information. Customer must promptly update retailcloud regarding any material changes and must provide requested documentation for underwriting, risk review, compliance, tax, dispute, or operational purposes.

Customer must provide retailcloud with at least thirty (30) days’ prior written notice of any material change to Customer’s business, including any change in legal name, trade name, ownership, control, tax identification information, business address, business model, goods or services sold, fulfillment model, event operations, payment acceptance practices, risk profile, or banking information.

Customer must notify retailcloud within three (3) business days after becoming aware of any bankruptcy filing, assignment for the benefit of creditors, receivership, insolvency proceeding, liquidation, dissolution, material asset sale, cessation of business, inability to pay debts as they become due, or similar event. Customer must identify retailcloud as a creditor to the extent Customer owes or may owe any amounts to retailcloud.

C2. Compliance, Prohibited Activity, Taxes, and Customer Claims

Customer is responsible for complying with all laws, regulations, licenses, permits, rules, and industry requirements applicable to Customer’s business, products, services, events, locations, employees, contractors, customers, payment acceptance, taxes, refunds, privacy, data security, advertising, promotions, sponsorships, and consumer interactions.

Customer may not use the Services for illegal, deceptive, fraudulent, high-risk, unauthorized, or prohibited Transactions, or for any business, product, service, Transaction, or activity prohibited by retailcloud, its Payment Processors, sponsor banks, payment networks, or applicable law. retailcloud may update prohibited-use rules from time to time and may suspend or terminate Services for prohibited activity.

Customer is responsible for determining, collecting, reporting, and remitting all taxes, duties, levies, fees, surcharges, and governmental charges arising from Customer’s sale of goods or services, including sales tax, use tax, VAT, GST, admissions tax, amusement tax, ticketing-related tax, alcohol or food tax, and similar obligations. retailcloud is not responsible for Customer’s tax classification, tax rates, tax exemptions, tax reporting, or tax remittance unless expressly agreed in a signed writing.

C3. Data, Privacy, Security, PCI, and Fraud Controls

Customer is responsible for collecting, using, storing, and disclosing customer, fan, employee, payment, and Transaction data in compliance with applicable law and Customer’s own privacy obligations. Customer must maintain commercially reasonable security controls, protect credentials, limit user access, and promptly notify retailcloud of any suspected unauthorized access, compromise, or misuse involving the Services.

Customer must comply with all applicable PCI DSS requirements, card-network security rules, Processor Terms, and reasonable security instructions provided by retailcloud or the applicable Payment Processor. Customer may not store sensitive authentication data, card verification values, magnetic-stripe data, PIN data, or other restricted payment data except as permitted by applicable payment rules and approved by retailcloud or the applicable Payment Processor.

Customer is responsible for configuring, maintaining, and following reasonable fraud-prevention, refund-control, access-control, and transaction-monitoring procedures for its business. Fraud-screening tools, risk settings, authorization controls, AVS, CVV checks, device controls, velocity controls, refund permissions, user permissions, and other measures may reduce risk but do not guarantee that Transactions will be valid, authorized, collectible, non-fraudulent, or free from dispute, chargeback, reversal, or loss. retailcloud may require additional fraud controls, refund controls, processing limits, Reserves, payout delays, manual review procedures, or other risk controls as a condition of continued Payment Services.

C4. Hardware, Operational Environment, Third-Party Services, and Confidentiality

Customer is responsible for maintaining its operational environment, including internet connectivity, local network configuration, power, supported devices, payment terminals, tablets, printers, scanners, stands, fulfillment stations, staff training, menus, inventory data, tax configuration, payment settings, and event configuration. retailcloud is not responsible for failures caused by unsupported hardware, third-party systems, local network issues, staff error, configuration error, power failure, or Customer’s failure to follow implementation or operating instructions.

The Services may interoperate with third-party services, including Payment Processors, gateways, banks, networks, tax providers, ecommerce platforms, ticketing systems, loyalty providers, SMS providers, email providers, wallet providers, fulfillment systems, and other integrations. retailcloud is not responsible for third-party services, third-party outages, third-party fees, third-party data, third-party security, or third-party terms, except to the extent expressly stated in a signed writing.

Customer must protect non-public information disclosed by retailcloud, including pricing, platform architecture, technical documentation, implementation materials, security information, business processes, product roadmaps, commercial terms, and other confidential information. Customer may use retailcloud confidential information only to use the Services and perform under the Agreement.

D. Suspension, Liability, and General Legal Terms

D1. Suspension, Termination, and Processor Actions

retailcloud may suspend or terminate Payment Services, delay settlement, disable payment methods, block Transactions, impose limits, or require additional information immediately upon notice or without prior notice where retailcloud determines that action is necessary or appropriate due to risk, suspected fraud, legal requirements, Processor Terms, processor or bank requirements, network rules, prohibited activity, unpaid amounts, excessive disputes, negative balances, insolvency risk, security concerns, Customer breach, or reputational risk.

Customer acknowledges that Payment Processors, banks, card networks, payment method providers, regulators, or other third parties may decline Transactions, delay Payouts, impose Reserves, require additional information, suspend accounts, terminate accounts, disable payment methods, restrict processing, reverse funds, or impose fines, penalties, or assessments. retailcloud is not liable for such actions or omissions. Customer remains responsible for obligations and losses related to Customer’s Transactions, account, business, or breach of applicable requirements.

Termination of Payment Services does not terminate Customer’s payment obligations, chargeback obligations, refund obligations, negative-balance obligations, Reserve obligations, security obligations, indemnification obligations, or Early Termination Recovery obligations.

D2. Electronic Notices; Changes to Terms; Fee Changes; Acceptance Records

Customer agrees that the Agreement, Payment Terms, Order Forms, incorporated terms, notices, disclosures, consents, authorizations, amendments, statements, tax forms, reserve notices, termination notices, fee-change notices, and other communications may be provided electronically. Customer consents to receive notices by email, posting within the retailcloud administrative portal or dashboard, posting within the Services, or other electronic delivery method reasonably used by retailcloud. Customer is responsible for maintaining current account, business, legal, tax, billing, and contact information.

retailcloud may update these Payment Terms from time to time by providing electronic notice, posting updated terms, or presenting updated terms through the Services. The notice will state the effective date of the updated terms. Customer’s continued use of Payment Services after the effective date constitutes acceptance of the updated Payment Terms.

Unless a shorter period is required by law, a Payment Processor, sponsor bank, payment network, regulator, card-network rule, payment-method rule, risk requirement, fraud concern, or compliance requirement, retailcloud will provide at least thirty (30) days’ prior notice for material changes to retailcloud-controlled fees or changes that materially increase Customer’s payment-related obligations.

Changes to Pass-Through Costs, including network fees, interchange, assessments, processor fees, sponsor-bank fees, payment-method fees, taxes, regulatory charges, or other amounts not controlled by retailcloud, may be passed through to Customer when imposed or when retailcloud is notified of the change and may not be subject to the thirty (30) day notice period.

retailcloud may require Customer to affirmatively accept updated Payment Terms before continuing to use Payment Services. If Customer does not accept updated Payment Terms when required, retailcloud may suspend or terminate Payment Services. retailcloud may maintain electronic records of acceptance, notice, and authorization, including the accepting user, name, title, email address, company, timestamp, IP address, account or venue ID, version of terms accepted, and documents or links presented. Customer agrees that such electronic records may be used to establish acceptance of these Payment Terms, incorporated terms, Order Forms, Processor Terms, and updates.

D3. Indemnification and Limitation of Liability

Customer will indemnify, defend, and hold harmless retailcloud, its affiliates, officers, directors, employees, agents, Payment Processors, sponsor banks, payment partners, and service providers from and against any claims, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to: Customer’s goods or services; Customer’s Transactions; refunds, chargebacks, disputes, reversals, ACH returns, or negative balances; Customer’s breach of the Agreement; Customer’s violation of law or payment rules; Customer’s tax obligations; Customer’s data practices; Customer’s fraud, negligence, or willful misconduct; or any claim by Customer’s customers, fans, guests, sponsors, vendors, employees, contractors, or other third parties.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RETAILCLOUD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, LOST-PROFIT, LOST-REVENUE, LOST-SAVINGS, LOST-GOODWILL, LOST-DATA, BUSINESS-INTERRUPTION, COVER, SUBSTITUTE-SERVICE, OR SIMILAR DAMAGES, EVEN IF RETAILCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RETAILCLOUD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO RETAILCLOUD FOR THE AFFECTED SERVICES DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, EXCLUDING AMOUNTS PAID TO PROCESSORS, BANKS, NETWORKS, OR THIRD PARTIES AND EXCLUDING PASS-THROUGH COSTS, INTERCHANGE, ASSESSMENTS, TAXES, CHARGEBACKS, REFUNDS, REVERSALS, DISPUTES, NEGATIVE BALANCES, RESERVES, AND PAYMENT LIABILITIES.

Nothing in this section limits Customer’s obligation to pay fees, chargebacks, refunds, reversals, disputes, negative balances, Reserves, Early Termination Recovery Amounts, equipment recovery amounts, sponsorship recovery amounts, taxes, indemnity obligations, or other payment-related liabilities.

D4. No Warranties and Force Majeure

THE SERVICES, PAYMENT SERVICES, PLATFORM SERVICES, HARDWARE, SOFTWARE, INTEGRATIONS, REPORTING, DATA EXPORTS, SUPPORT, AND ALL RELATED SERVICES ARE PROVIDED “AS IS" AND “AS AVAILABLE," EXCEPT TO THE EXTENT EXPRESSLY STATED OTHERWISE IN AN APPLICABLE ORDER FORM OR WRITTEN AGREEMENT SIGNED BY RETAILCLOUD.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RETAILCLOUD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, SECURITY, COMPATIBILITY, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.

RETAILCLOUD DOES NOT WARRANT THAT TRANSACTIONS WILL BE AUTHORIZED, THAT PAYMENT NETWORKS OR THIRD-PARTY PROCESSORS WILL BE AVAILABLE, THAT THIRD-PARTY SERVICES WILL OPERATE WITHOUT INTERRUPTION, THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE SERVICES WILL PREVENT FRAUD, CHARGEBACKS, REFUNDS, DISPUTES, UNAUTHORIZED TRANSACTIONS, NETWORK FAILURES, HARDWARE FAILURES, OR OPERATIONAL LOSSES.

retailcloud will not be liable for any delay, failure, interruption, degradation, or non-performance caused by events beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, supply-chain disruption, power failure, telecommunications failure, internet or hosting failure, payment-network failure, processor or sponsor-bank failure, card-network action, governmental action, changes in law, cyberattack, denial-of-service attack, third-party service failure, hardware unavailability, or similar events. Force majeure does not excuse Customer’s obligation to pay fees or satisfy payment-related liabilities.

D5. Dispute Resolution; Arbitration; Class Action Waiver

Except for claims that may be brought in small claims court, claims for temporary or preliminary injunctive relief, or actions to create, perfect, enforce, or realize upon any security interest, lien, setoff, recoupment, Reserve, or payment collection right, any dispute, claim, or controversy arising out of or relating to the Agreement, the Payment Services, any Order Form, Transactions, Payouts, Reserves, fees, chargebacks, refunds, failed debits, negative balances, equipment recovery, sponsorship recovery, or the relationship between Customer and retailcloud will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, unless the parties agree in writing to another arbitration provider or procedure.

The arbitration will be conducted in English by a single arbitrator. The seat and venue of arbitration will be Delaware, unless retailcloud elects to conduct the arbitration remotely or by written submissions where permitted by the applicable rules. The arbitrator may award any relief available in court, subject to the limitations, exclusions, payment obligations, security-interest rights, setoff rights, and liability limits in the Agreement.

Customer and retailcloud agree that disputes will be resolved only on an individual basis. Customer and retailcloud waive any right to participate in a class action, class arbitration, collective action, representative action, private attorney general action, or consolidated proceeding, to the maximum extent permitted by law. The arbitrator may not consolidate claims of more than one customer or preside over any class, collective, consolidated, or representative proceeding unless retailcloud expressly agrees in writing.

Nothing in this Section limits retailcloud’s right to suspend Payment Services, hold or apply Reserves, offset, recoup, debit authorized accounts, file financing statements, enforce security interests, pursue collection, or seek temporary or preliminary injunctive relief in a court of competent jurisdiction. Judgment on any arbitration award may be entered in any court having jurisdiction.

D6. Governing Law; Venue; Security Interest Carve-Out

Except as expressly provided below, the Agreement and any dispute, claim, or controversy arising out of or relating to the Agreement, the Services, the Payment Services, any Order Form, or the relationship between Customer and retailcloud will be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Subject to Section D5 and any mandatory dispute-resolution provision in the Agreement, the parties agree that the state and federal courts located in Delaware will have exclusive jurisdiction and venue over any court proceeding arising out of or relating to the Agreement, including any proceeding for temporary or preliminary injunctive relief, enforcement of an arbitration award, or enforcement of any security interest, setoff, recoupment, Reserve, or payment collection right. Each party consents to personal jurisdiction in those courts.

Notwithstanding the foregoing, the creation, attachment, perfection, effect of perfection or non-perfection, priority, enforcement, and realization upon any security interest, lien, collateral assignment, or other secured rights granted to retailcloud will be governed by the law applicable under the Uniform Commercial Code or other applicable secured-transactions law, including the law of the jurisdiction where the debtor is located or where the relevant collateral, deposit account, securities account, or other collateral is located or maintained, as applicable.

Customer waives any objection to jurisdiction or venue, including any objection based on forum non conveniens, improper venue, or lack of personal jurisdiction, to the maximum extent permitted by law.

D7. Severability; Assignment; Entire Agreement; Updates; Survival

If any provision of the Agreement is held invalid, illegal, unenforceable, void, voidable, or overbroad, that provision will be enforced, interpreted, modified, narrowed, or reformed to the maximum extent permitted by law while preserving, to the greatest extent possible, the parties’ original commercial intent, and the remaining provisions will remain in full force and effect.

Customer may not assign, delegate, transfer, or sublicense the Agreement, any Order Form, or any rights or obligations under the Agreement without retailcloud’s prior written consent. retailcloud may assign or transfer the Agreement, in whole or in part, to an affiliate, successor, acquirer, financing source, payment partner, portfolio purchaser, or in connection with a merger, sale, reorganization, financing, or transfer of all or substantially all of its relevant assets or business.

The Agreement, including the applicable Order Form, these Payment Terms, and incorporated terms, constitutes the entire agreement between Customer and retailcloud regarding the Services and supersedes all prior or contemporaneous understandings, proposals, representations, and agreements regarding the same subject matter. Updates to these Payment Terms, fee changes, electronic notices, and acceptance records are governed by Section D2.

Any provision that by its nature should survive termination or expiration of the Agreement will survive, including provisions relating to fees, payment obligations, chargebacks, refunds, reversals, disputes, ACH returns, negative balances, Reserves, setoff, recoupment, security interests, collateral, Early Termination Recovery Amounts, equipment subsidy recovery, sponsorship recovery, taxes, audits, confidentiality, data rights, disclaimers, limitation of liability, indemnification, governing law, venue, dispute resolution, arbitration, class-action waiver, notices, and Customer’s payment-related obligations.