Shamrok Master Terms

This Platform Services and Payment Processing Agreement (this “Agreement”) is entered into by and between Shamrok LLC, a Florida limited liability company (“Provider”), and the business identified in the signature block (“Client”). Provider and Client are each a “Party” and together the “Parties”.

Recitals

WHEREAS, Provider owns and operates a cloud-based business management platform for spas, salons, medical spas, barbershops, wellness studios, and similar service businesses, incorporating scheduling, point-of-sale, client relationship management, artificial intelligence voice and messaging agents, marketing automation, and integrated payment acceptance;

WHEREAS, Provider makes the core platform available to qualified businesses at no subscription charge, in consideration for such businesses designating Provider as their exclusive integrated payment acceptance channel;

WHEREAS, Client desires to access the Platform and to accept payments from its customers through the Payment Services, subject to the terms of this Agreement;

WHEREAS, Provider is not a bank, is not a money transmitter, and does not itself acquire or settle card transactions, but instead facilitates Client’s access to payment processing services rendered by one or more third-party payment processors;

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

How This Agreement Is Structured

This document is the Master Terms. It is not signed on its own. Client accepts it by executing the Shamrok Service Agreement (the “Cover Agreement”) or by clicking an acceptance control that references these Master Terms, and by accessing or using the Platform.

The Cover Agreement states the commercial terms specific to Client — the Locations enrolled, the Add-On Services selected, and the rates that apply. These Master Terms state everything else and apply to every client of the Platform.

These Master Terms are published at shamrok.com/legal/terms with a version number and a change log, and are incorporated into the Cover Agreement by reference. The version in force is the version identified in the Cover Agreement, as amended under Section 33.

1. Definitions

Capitalized terms have the meanings set forth below. Terms defined elsewhere in this Agreement have the meanings given where defined.

“Acceptable Use Policy” or “AUP” means the policy set forth in Section 22 and any successor policy published by Provider.

“Account” means Client’s account on the Platform, including all users, locations, and sub-accounts provisioned under it.

“Add-On Services” means any module, agent, feature set, or service that Provider designates as available for an additional fee, as identified in Exhibit A or in the then-current Provider price list.

“Agreement” means this Platform Services and Payment Processing Agreement, together with all Exhibits, Schedules, Order Forms, and policies incorporated by reference, each as amended from time to time in accordance with Section 33.

“AI Services” means any feature of the Platform that uses machine learning, large language models, generative artificial intelligence, automated speech recognition, or synthesized speech, including without limitation the voice agent, messaging agents, content generation agents, and any scoring, summarization, or recommendation output.

“Applicable Law” means all federal, state, and local statutes, regulations, ordinances, rules, and binding orders applicable to a Party’s performance under this Agreement, including consumer protection, privacy, telemarketing, recording-consent, payment card, anti-money-laundering, and sanctions laws.

“Card Network” means Visa, Mastercard, American Express, Discover, and any other payment card network, debit network, or payment method network through which Transactions are routed.

“Card Network Rules” means the bylaws, rules, regulations, operating regulations, procedures, and waivers issued by any Card Network, as amended from time to time.

“Chargeback” means any Transaction that is reversed, charged back, refunded, disputed, or otherwise not settled to Client, together with any associated fine, penalty, assessment, or fee imposed by a Card Network, Processor, or issuing bank.

“Client” means the entity identified in the signature block, together with each of its Locations enrolled under the Account.

“Client Customer” means an individual or entity that purchases goods or services from Client, books an appointment with Client, or otherwise transacts with Client through or in connection with the Platform.

“Client Customer Data” means Personal Data relating to Client Customers that is submitted to, collected by, or generated within the Platform, including contact records, appointment history, service notes, purchase history, communications, and call recordings.

“Client Data” means, collectively, Client Customer Data and any other data, records, content, or materials submitted to the Platform by or on behalf of Client.

“Core Platform” means the base functionality of the Platform that Provider makes available to Verified Clients without a subscription charge, as described in Section 4 and as the scope of that functionality is determined by Provider from time to time.

“Effective Date” means the earlier of (a) the date Client accepts this Agreement, or (b) the date Client first accesses or uses the Platform, provided that Client’s entitlement to the Core Platform at no subscription charge does not commence until Verification is complete under Section 3.

“Loss” means any Chargeback, refund, reversal, adjustment, fine, penalty, assessment, forfeiture, negative balance, ACH return, failed debit, uncollected fee, network non-compliance charge, or other amount that Provider incurs, is charged, or becomes liable for, arising from or relating to Client’s Transactions, Client’s use of the Platform, or Client’s acts or omissions.

“Location” means a single physical business premises, or a single mobile or virtual operating unit, enrolled under the Account.

“Payment Services” means the payment acceptance, authorization, capture, settlement, payout, refund, and dispute-management functionality made available through the Platform, rendered by or through the Processor.

“Payout” means a transfer of settled funds from the Processor to Client’s designated bank account, net of Processing Fees, Reserves, offsets, and other amounts properly withheld under this Agreement.

“Personal Data” means information relating to an identified or identifiable natural person, as further defined by Applicable Law.

“Platform” means Provider’s hosted software application and associated services, including the Core Platform, all Add-On Services to which Client subscribes, all associated APIs, mobile applications, hardware firmware, documentation, and updates.

“Processing Fees” means the amounts payable by Client to Provider in respect of Transactions, as set forth in Exhibit A, as amended in accordance with Section 8.6.

“Processor” means Stripe, Inc. and its affiliates, or any successor or additional third-party payment processor engaged by Provider from time to time.

“Processor Agreement” means the Stripe Services Agreement, the Stripe Connected Account Agreement, and any other terms the Processor requires Client to accept, in each case as amended from time to time.

“Reserve” means funds withheld by Provider or the Processor pursuant to Section 11 to secure Client’s actual and contingent obligations under this Agreement.

“Restricted Business” means a business activity listed in Exhibit B or otherwise prohibited by the Processor, any Card Network, or Applicable Law.

“Third-Party Platform” means any software, service, API, integration, or system not owned or controlled by Provider that Client uses in connection with the Platform, including without limitation booking systems, calendars, accounting systems, telephony carriers, messaging providers, and marketing tools.

“Transaction” means any payment, authorization, sale, refund, void, or other financial event initiated through the Payment Services.

“Verification” means Provider’s and the Processor’s completion of business identity, ownership, licensing, and risk review with respect to Client, as described in Section 3 and Exhibit C.

“Verified Client” means a Client that has completed Verification and whose Account has been approved by Provider and the Processor and remains in good standing.

1.2 Construction. The words “include,” “includes,” and “including” are without limitation. “Or” is not exclusive. Headings are for convenience only. References to a Section or Exhibit are to a Section of, or an Exhibit to, this Agreement. The singular includes the plural and vice versa. Any reference to a document or policy “as amended” includes amendments made in accordance with this Agreement. No rule of construction resolving ambiguity against the drafting party applies to this Agreement.

2. Structure of the Commercial Arrangement

This Agreement establishes a bundled arrangement. Client should read this Section first, as it governs the economic substance of the relationship and informs the interpretation of every other Section.

The Core Bargain. Provider grants Client access to the Core Platform without a subscription charge. That grant is not a gift, a promotion, a trial, or a gratuity. It is bargained-for consideration, and the consideration Client provides in exchange is Client’s commitment under Section 6 to route all in-scope payment volume through the Payment Services for the duration of this Agreement.

Provider’s sole and entire economic return on the Core Platform is the Processing Fee margin earned on that volume. If Client ceases to route volume through the Payment Services, Provider receives nothing, and the no-charge grant fails of its essential purpose.

Accordingly, the remedies in Section 6.4 — including immediate reversion of the Core Platform to Provider’s then-current list subscription rate, retroactive to the first day of diversion — are agreed to be a reasonable and proportionate consequence of that failure, and not a penalty.

2.1 Three Components. The arrangement comprises: (a) a no-charge license to the Core Platform, conditioned on Verification and on continued compliance with Section 6; (b) optional Add-On Services available at the fees stated in Exhibit A; and (c) Payment Services, which are mandatory and are priced at the rates stated in Exhibit A.

2.2 No Independent Value Attributed. The Parties agree that no separate monetary value is attributed to the Core Platform license, and Client shall not assert in any proceeding that the Core Platform license constitutes an unconditional or perpetual right, a gift, or a course of dealing giving rise to any expectation of continued no-charge access independent of Section 6.

2.3 Order of Precedence. In the event of conflict, the following order controls: (i) a written amendment signed by both Parties; (ii) the Cover Agreement or Order Form executed by Client; (iii) the Exhibits to these Master Terms; (iv) the body of these Master Terms; (v) any policy incorporated by reference. Notwithstanding the foregoing, the Processor Agreement governs the relationship between Client and the Processor, and nothing in this Agreement modifies it.

3. Eligibility, Business Verification, and Onboarding

3.1 Verification Required. Access to the Core Platform at no subscription charge is available only to Verified Clients. Provider may permit provisional access to a limited or sandboxed environment pending Verification, but such access confers no entitlement, may be withdrawn at any time without notice, and does not constitute approval.

3.2 Verification Requirements. Client shall provide, and shall cause its beneficial owners and control persons to provide, the information and documentation set forth in Exhibit C, including at minimum:

• legal entity name, jurisdiction and date of formation, and entity type;
• federal Employer Identification Number or, for a sole proprietor, Social Security Number;
• registered and physical business addresses, and the address of each Location;
• the identity, date of birth, residential address, and government-issued identification of each individual who directly or indirectly owns twenty-five percent (25%) or more of Client, and of at least one control person;
• all professional, occupational, cosmetology, medical, or facility licenses required to lawfully perform the services Client offers, and, where services are performed under medical direction, the identity of the supervising licensed practitioner;
• bank account details for Payouts, in the legal name of Client;
• a description of Client’s business, services, average ticket, expected monthly volume, refund policy, and cancellation policy; and
• such additional information as Provider or the Processor may reasonably request at any time, whether at onboarding or thereafter.

3.3 Know Your Customer and Sanctions. Client acknowledges that Provider and the Processor are subject to know-your-customer, know-your-business, anti-money-laundering, and economic sanctions obligations. Client represents that neither it nor any of its beneficial owners, control persons, or affiliates is (a) listed on any sanctions list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any comparable authority, (b) organized or resident in a comprehensively sanctioned jurisdiction, or (c) owned or controlled by any such person. Client shall notify Provider within two (2) business days of any change that would render this representation untrue.

3.4 Ongoing Accuracy. Client shall keep all Verification information current and shall notify Provider in writing within five (5) business days of any change to its legal name, entity structure, ownership above the 25% threshold, control persons, business model, service mix, licensure status, physical Locations, bank account, or expected processing volume. Provider may re-verify Client at any time and may suspend the Account pending completion of re-verification.

3.5 Right to Refuse or Revoke. Provider may decline to verify, may revoke Verification, and may suspend or terminate the Account, in each case in Provider’s sole discretion and with or without cause, where Provider or the Processor determines that (a) Verification information is incomplete, inaccurate, or unverifiable; (b) Client is or may be a Restricted Business; (c) Client presents elevated credit, fraud, regulatory, reputational, or Chargeback risk; (d) the Processor declines to approve or continue Client’s connected account; or (e) continued service would violate Applicable Law or Card Network Rules. Provider has no obligation to disclose the basis for such a determination where disclosure is prohibited or where Provider reasonably believes disclosure would compromise fraud or risk controls.

3.6 Onboarding Obligations of Client. Client shall cooperate promptly and in good faith with onboarding, including providing service menus, pricing, staff rosters, hours, policies, historical client records for import where applicable, telephony configuration access, credentials or authorizations for any Third-Party Platform to be integrated, and timely responses to Provider’s requests. Client acknowledges that Provider’s onboarding timelines are contingent on Client’s cooperation and that Provider is not responsible for delay caused by Client or by any third party under Client’s control.

3.7 Deemed Activation. If Client has not completed onboarding within fourteen (14) calendar days after the Effective Date, then effective at 12:00 a.m. Eastern Time on the fifteenth (15th) day: (a) all subscribed Add-On Services are deemed activated and fully delivered for billing purposes, whether or not configured; (b) any acceptance, testing, or evaluation window commences and runs from that date; (c) Provider’s included onboarding and configuration assistance closes; and (d) any further onboarding, configuration, migration, or data-import work requested by Client is chargeable at Provider’s then-current professional services rate. Nothing in this Section pauses, tolls, extends, or suspends any billing obligation.

3.8 No Pause for Cooperation Failures. Client’s obligation to pay all fees accrues from the Effective Date and is not contingent on Client’s completion of onboarding, Client’s internal readiness, staff training, availability of Client personnel, the status of any Third-Party Platform, or Client’s actual use of the Platform. No credit, refund, extension, or offset is available on account of any of the foregoing.

4. Core Platform — Grant, Scope, and Limits

4.1 Grant. Subject to Client’s continuing compliance with this Agreement, Provider grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Core Platform during the Term, solely for Client’s internal business operations at its enrolled Locations.

4.2 No Subscription Charge; Not a Trial. No subscription fee is charged for the Core Platform while Client remains a Verified Client in compliance with Section 6. The Core Platform is not a free trial and no trial period applies; the arrangement is a continuing bundled arrangement as described in Section 2.

4.3 Scope Determined by Provider. Provider determines in its sole discretion which features constitute the Core Platform and which constitute Add-On Services, and may reclassify, add, modify, deprecate, or remove features at any time. Provider will use commercially reasonable efforts to give thirty (30) days’ advance notice before materially reducing Core Platform functionality that Client is actively using, except where a change is required by Applicable Law, Card Network Rules, the Processor, a security incident, or a third-party licensor.

4.4 Usage Limits. Provider may establish and enforce reasonable usage limits on the Core Platform, including limits on the number of users, Locations, records, API calls, storage, message volume, AI agent minutes or tokens, and support requests. Provider will publish then-current limits in the Platform or documentation. Usage exceeding published limits may be throttled, suspended, or converted to a chargeable Add-On Service on notice.

4.5 No Service Level Commitment for Core Platform. The Core Platform is provided without any service level agreement, uptime commitment, response time commitment, or credit remedy. Any service level commitments apply only to Add-On Services for which Provider has expressly agreed to them in an Order Form.

4.6 Reservation of Right to Charge. Provider may introduce, or reinstate, a subscription charge for the Core Platform upon not less than sixty (60) days’ written notice to Client. If Provider does so, Client may terminate this Agreement without penalty by giving written notice before the effective date of the new charge, in which case Client’s obligations under Sections 10, 11, 12, and 30 nevertheless survive. Continued use after the effective date constitutes acceptance of the new charge.

4.7 Suspension Where Payment Volume Ceases. Provider may suspend or terminate no-charge access to the Core Platform if Client processes no Transactions for sixty (60) consecutive days, or if Client’s processed volume falls to a level at which, in Provider’s reasonable judgment, the Processing Fee margin does not cover Provider’s cost of providing the Core Platform to Client. Provider will give Client not less than fifteen (15) days’ notice and an opportunity to resume volume or to elect a paid subscription.

4.8 Restrictions. Client shall not, and shall not permit any person to: (a) resell, sublicense, rent, lease, timeshare, or provide the Platform to any third party as a service bureau; (b) use the Platform to build, train, or benchmark a competing product or model; (c) reverse engineer, decompile, or disassemble the Platform, except to the extent that restriction is unenforceable under Applicable Law; (d) circumvent or attempt to circumvent usage limits, access controls, or metering; (e) access the Platform by automated means other than through documented APIs; (f) remove or obscure proprietary notices; (g) conduct penetration testing, vulnerability scanning, or load testing without Provider’s prior written consent; or (h) use the Platform on behalf of any business other than Client and its enrolled Locations.

5. Add-On Services

5.1 Subscription. Client may subscribe to Add-On Services through the Platform, an Order Form, or written confirmation. Each Add-On Service is billed at the rate stated in Exhibit A or the applicable Order Form, per Location unless otherwise stated, in advance, on a recurring monthly basis.

5.2 Automatic Renewal. EACH ADD-ON SERVICE SUBSCRIPTION RENEWS AUTOMATICALLY FOR SUCCESSIVE MONTHLY PERIODS UNTIL CANCELLED IN ACCORDANCE WITH SECTION 29. CLIENT AUTHORIZES PROVIDER TO CHARGE CLIENT’S DESIGNATED PAYMENT METHOD, OR TO DEDUCT FROM CLIENT’S SETTLEMENT FUNDS, ON EACH RENEWAL DATE WITHOUT FURTHER NOTICE.

5.3 Billing Commencement. Billing for each Add-On Service commences on the earlier of the date the Add-On Service is provisioned or the date of Deemed Activation under Section 3.7, and is not contingent on Client’s configuration, adoption, training, or actual use.

5.4 Fees Non-Refundable. ALL FEES ARE EARNED WHEN CHARGED AND ARE NON-REFUNDABLE IN WHOLE AND IN PART. NO REFUNDS, CREDITS, PRORATIONS, OR MONEY-BACK GUARANTEES ARE OFFERED FOR ANY REASON, INCLUDING PARTIAL PERIODS, NON-USE, DISSATISFACTION, EARLY TERMINATION, OR SUSPENSION ARISING FROM CLIENT’S BREACH. This provision does not limit any refund expressly required by Applicable Law.

5.5 Collection Method. Provider may collect fees by (a) charging a payment method on file; (b) deducting from Client’s settlement funds before Payout; (c) initiating an ACH debit against Client’s designated bank account; or (d) invoicing. Client hereby authorizes each of the foregoing and shall maintain at least one valid payment method and one valid bank account on file at all times.

5.6 Failed Payment. If any charge fails, Provider may retry, may debit any other payment method or bank account on file, may offset against settlement funds, and may suspend the Account. Amounts unpaid for ten (10) days after they become due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, and Client shall reimburse Provider for all costs of collection, including reasonable attorneys’ fees, court costs, and collection agency fees.

5.7 Taxes. All fees are exclusive of taxes. Client is responsible for all sales, use, excise, gross receipts, communications, value-added, and similar taxes and surcharges arising from this Agreement, other than taxes on Provider’s net income. Where Provider is required to collect such taxes, Provider will add them to the amounts charged. Client is solely responsible for determining, collecting, reporting, and remitting all taxes arising from Client’s own sales to Client Customers.

6. Exclusive Payment Processing Commitment

Critical Term. This Section is the consideration for the no-charge Core Platform license. Client should read it carefully. Breach of this Section triggers retroactive subscription charges under Section 6.4.

6.1 Commitment. During the Term, Client shall process all In-Scope Transactions exclusively through the Payment Services. Client shall not enable, maintain, or use any alternative electronic payment acceptance method at any enrolled Location for In-Scope Transactions, whether integrated with the Platform or operated alongside it.

6.2 In-Scope Transactions. “In-Scope Transactions” means all payments by Client Customers for services, treatments, packages, memberships, gift cards, deposits, cancellation and no-show fees, retail products, and gratuities, in each case at or in connection with an enrolled Location or an online booking channel operated by or for Client, whether card-present, card-not-present, keyed, stored-on-file, recurring, or initiated through any booking, checkout, invoice, or payment link.

6.3 Permitted Exclusions. The following are outside the scope of Section 6.1: (a) cash and paper check tendered in person; (b) payments Client Customers make directly to an independent practitioner who is not Client’s employee or agent and who rents space from Client under a bona fide booth-rental arrangement, provided that Client does not receive any portion of such payment; (c) insurance reimbursements and third-party payer remittances; (d) payments Client is required by Applicable Law or by a pre-existing written contract disclosed to Provider in writing before the Effective Date to accept through a specified channel; and (e) any payment method that Provider does not support and has declined to support after written request from Client. Client bears the burden of establishing that a Transaction falls within an exclusion.

6.4 Consequences of Diversion. If Client processes an In-Scope Transaction outside the Payment Services, then without limiting any other remedy: (a) Provider may, on written notice, convert Client’s Core Platform license to a paid subscription at Provider’s then-current list rate per Location, effective retroactively to the first day of the calendar month in which the first diverted Transaction occurred; (b) all such retroactive subscription charges become immediately due and may be collected by any method authorized in Section 5.5; (c) Provider may suspend the Account under Section 29.3; and (d) Provider may terminate this Agreement for cause under Section 29.4. Client agrees these consequences are a reasonable measure of the value Client received and not a penalty.

6.5 Audit and Reconciliation. Provider may compare booking, appointment, and point-of-sale records within the Platform against processed Transaction volume to identify apparent diversion. If Provider identifies a material discrepancy, Provider may request, and Client shall provide within ten (10) business days, merchant statements, processor reports, or general ledger extracts sufficient to reconcile the discrepancy for the periods in question. Client’s failure to provide such records within the stated period creates a rebuttable presumption that the unreconciled volume was diverted In-Scope Transactions.

6.6 Anti-Circumvention. Client shall not (a) route Transactions through an affiliate, related entity, or individual practitioner for the purpose of avoiding Section 6.1; (b) understate volume during Verification; (c) split a single Client Customer purchase across the Payment Services and another channel to reduce Processing Fees; (d) direct Client Customers to peer-to-peer payment applications for In-Scope Transactions; or (e) represent to any Client Customer that payment through the Payment Services is unavailable when it is available.

6.7 Survival of Data Rights. Client’s rights under Section 18 (Client Data and Portability) are not conditioned on Client’s compliance with this Section 6, and Provider shall not withhold Client Data as a remedy for breach of this Section.

7. Payment Services — General

7.1 Provider Is Not a Bank. CLIENT ACKNOWLEDGES THAT PROVIDER IS NOT A BANK, IS NOT A MONEY TRANSMITTER, IS NOT A MONEY SERVICES BUSINESS, AND IS NOT AN ACQUIRER. Provider does not hold Client funds on deposit, does not extend credit, and does not itself authorize or settle Card Network transactions. Provider facilitates Client’s access to payment processing rendered by the Processor and by the Processor’s sponsoring financial institutions.

7.2 Processor Agreement Required. As a condition of the Payment Services, Client shall enter into and remain in compliance with the Processor Agreement directly with the Processor. Client acknowledges that (a) the Processor Agreement is a separate contract between Client and the Processor; (b) Provider is not a party to it and cannot waive, modify, or interpret it; (c) the Processor may suspend, restrict, or terminate Client’s connected account in accordance with its own terms and without Provider’s consent; and (d) in the event of conflict between this Agreement and the Processor Agreement with respect to the Processor’s rights and obligations, the Processor Agreement controls.

7.3 Provider as Platform. Client acknowledges that Provider is configured with the Processor as the platform of record and, in that capacity, may be designated as the party liable to the Processor for fees, Chargebacks, and Losses arising from Client’s Transactions. Nothing in that designation shifts economic responsibility from Client to Provider, and Sections 10, 11, and 12 govern as between the Parties.

7.4 Authorizations. Client irrevocably authorizes Provider and the Processor, and appoints each as Client’s limited agent for the purpose, to: (a) receive, hold, and settle funds owed to Client arising from Transactions; (b) deduct Processing Fees, subscription fees, Losses, Reserves, and any other amounts owed under this Agreement from settlement funds before Payout; (c) initiate credits and debits to Client’s designated bank account, and to correct erroneous credits and debits; (d) submit refunds and reversals at Client’s instruction; and (e) obtain consumer reports, business credit reports, and other risk information about Client and its beneficial owners and control persons at onboarding and periodically thereafter.

7.5 No Guarantee of Approval, Authorization, or Continuity. Provider does not guarantee that any particular Transaction will be authorized, that any particular payment method will be supported, that any particular Client Customer’s card will be accepted, or that the Payment Services will be available without interruption. Authorization decisions are made by issuing banks and Card Networks, not by Provider.

7.6 Hardware. Card readers, terminals, and related hardware are sold or leased separately under Provider’s then-current hardware terms. Hardware is warranted only to the extent of the manufacturer’s warranty, which Provider passes through to the extent permitted. Client shall keep hardware physically secure, shall not tamper with or attempt to open it, and shall notify Provider within twenty-four (24) hours of any suspected tampering, loss, or theft.

8. Processing Fees

8.1 Rates. Client shall pay the Processing Fees set forth in Exhibit A for each Transaction. Processing Fees are inclusive of all interchange, assessments, Card Network fees, and Processor fees applicable to standard domestic Transactions, and are exclusive of the pass-through charges identified in Section 8.3.

8.2 Deduction at Settlement. Processing Fees are deducted from settlement funds before Payout. Client authorizes such deduction and waives any requirement of separate invoicing for Processing Fees.

8.3 Pass-Through and Incidental Charges. The following are charged in addition to the Processing Fees, at cost or at the rates stated in Exhibit A: (a) surcharges for internationally issued cards and for currency conversion; (b) surcharges for manually keyed Transactions; (c) dispute and Chargeback handling fees; (d) instant or expedited Payout fees, where Client elects them; (e) ACH return and failed-debit fees; (f) Card Network fines, assessments, and non-compliance charges attributable to Client; and (g) any new fee, assessment, or charge imposed on Provider by a Card Network, the Processor, or a regulator that is attributable to Client’s Transactions.

8.4 No Fee Reversal on Refund. If Client refunds a Transaction, Processing Fees on the original Transaction are not returned to Client. Provider may also charge a refund handling fee as stated in Exhibit A.

8.5 Effective Rate Varies. Client acknowledges that the fixed per-Transaction component of the Processing Fees causes the effective percentage rate to vary with ticket size, and that no representation is made regarding Client’s blended effective rate.

8.6 Changes to Processing Fees. Provider may amend Exhibit A upon thirty (30) days’ written notice to Client, provided that Provider may amend Exhibit A immediately and without advance notice to the extent necessary to pass through (a) an increase in interchange, assessments, or Card Network fees; (b) a change imposed by the Processor; or (c) a change required by Applicable Law. Client’s continued processing of Transactions after the effective date of an amendment constitutes acceptance. If Client objects to a discretionary amendment under the first clause of this Section, Client’s exclusive remedy is to terminate under Section 29.2 before the effective date.

8.7 Volume-Based Adjustment. Provider may, in its discretion, offer reduced Processing Fees based on volume, tenure, or Add-On Service adoption. Any such adjustment is a discretionary accommodation, is not a course of dealing, and may be withdrawn on thirty (30) days’ notice.

8.8 Statements. Provider will make Transaction-level and fee-level reporting available within the Platform. Client shall review its statements promptly. Client waives any claim relating to a fee, deduction, or Payout amount not disputed in writing within sixty (60) days after the statement date on which it first appears, except to the extent a longer period is required by Applicable Law.

9. Settlement and Payouts

9.1 Payout Schedule. Settled funds, net of Processing Fees, Reserves, offsets, and other amounts properly withheld, are paid out to Client’s designated bank account on the schedule established in the Platform, which is ordinarily a rolling schedule following the Processor’s standard settlement timing for new accounts. Provider may set, and may change, the Payout frequency in its discretion.

9.2 No Interest; No Trust. Client is not entitled to interest or earnings on funds held in transit, in Reserve, or otherwise pending Payout. Such funds are not held in trust for Client and do not constitute a deposit. To the extent any funds are held by the Processor, they are held subject to the Processor Agreement.

9.3 Delay, Suspension, and Withholding. Provider may delay, suspend, reduce, or withhold any Payout, in whole or in part, and may extend settlement timing, where Provider reasonably believes that (a) a Transaction is or may be fraudulent, unauthorized, or in violation of Applicable Law or Card Network Rules; (b) Client’s Chargeback rate, refund rate, or dispute rate exceeds thresholds set by Provider, the Processor, or any Card Network; (c) Client’s actual business, volume, ticket size, or service mix differs materially from what Client represented during Verification; (d) Client has ceased operations, is insolvent, has filed or had filed against it a bankruptcy or receivership proceeding, or has assigned assets for the benefit of creditors; (e) Client has sold or discontinued a material portion of its business or has undergone a change of control not disclosed under Section 34.2; (f) Client has an outstanding obligation to Provider; (g) Client has failed to deliver goods or services for which Client Customers have prepaid; or (h) the Processor or a Card Network has directed such action. Provider will notify Client of a withholding under this Section unless prohibited from doing so.

9.4 Prepaid Liability. Client acknowledges that gift cards, prepaid packages, series, memberships, and deposits create a liability to Client Customers that may become a Chargeback exposure to Provider if Client fails to deliver. Provider may impose or increase a Reserve, or may limit the sale of such instruments through the Platform, in proportion to Client’s outstanding unredeemed balance. Client shall maintain accurate records of outstanding unredeemed balances and shall report them to Provider upon request. Client is solely responsible for compliance with all escheat, unclaimed property, expiration, and disclosure laws applicable to gift cards and prepaid instruments.

9.5 Bank Account. Client shall maintain a designated bank account in Client’s legal name at a financial institution located in the United States capable of receiving ACH credits and accepting ACH debits. Client shall not instruct its bank to block debits initiated by Provider or the Processor. Client shall give at least five (5) business days’ notice before changing the designated account and acknowledges that Payouts may be delayed pending verification of a new account.

9.6 Erroneous Payments. If Provider or the Processor credits Client in error, Client shall promptly return the amount on demand, and Provider may recover it by debit, offset, or deduction from settlement funds without notice. Client shall not spend, encumber, or otherwise dispose of funds Client knows or reasonably should know were credited in error.

10. Chargebacks, Refunds, and Losses

Critical Term. Client bears the full economic risk of every Chargeback and every Loss arising from Client’s Transactions, without limitation and without regard to fault. Provider’s liability cap in Section 27 does not apply to Client’s obligations under this Section.

10.1 Client Bears All Losses. Client is fully and unconditionally liable for all Losses. Client shall reimburse Provider for every Loss, in the full amount of the Loss, immediately upon the Loss being incurred, regardless of (a) whether Client was at fault; (b) whether the underlying goods or services were delivered; (c) whether Client contests the Chargeback; (d) whether the Chargeback is later reversed; (e) the passage of time since the Transaction; or (f) whether this Agreement has terminated.

10.2 Collection of Losses. Provider may recover Losses by any one or more of the following, in any order and without prior notice: deduction from settlement funds; application of the Reserve; ACH debit against any bank account Client has on file; charge against any payment method Client has on file; offset against any amount Provider owes Client under this or any other agreement; invoice payable on receipt; or referral to collections. Client’s obligation is not contingent on Provider first exhausting any particular remedy.

10.3 Negative Balance. If Losses and fees exceed Client’s available settlement funds and Reserve, Client’s account carries a negative balance, which is immediately due and payable without demand. Provider may suspend the Account, may cease processing, and may apply all subsequent settlement funds to the negative balance before any Payout. A negative balance outstanding for ten (10) days bears interest at the rate stated in Section 5.6.

10.4 Dispute Representment. Provider will make dispute notifications available to Client through the Platform and will submit Client’s response to the Processor. Client is solely responsible for compiling and submitting compelling evidence within the deadline shown, which is set by the Card Networks and is not extendable by Provider. Provider does not guarantee any outcome and has no obligation to contest any Chargeback on Client’s behalf. If Client fails to respond by the deadline, the Chargeback is deemed accepted by Client.

10.5 Chargeback Thresholds and Monitoring Programs. Client shall maintain Chargeback and fraud ratios below the thresholds established by each Card Network. If Client is enrolled in any Card Network dispute-monitoring, fraud-monitoring, or excessive-chargeback program, Client shall (a) bear all associated fines, assessments, and program fees; (b) implement a remediation plan acceptable to Provider within ten (10) business days; and (c) accept any Reserve, volume cap, or transaction-type restriction Provider imposes. Provider may terminate this Agreement immediately if Client is placed in a Card Network termination or high-risk registration program.

10.6 Refunds. Client shall maintain a clear, conspicuous, and lawful refund and cancellation policy, shall present it to Client Customers before purchase, and shall honor it. Client shall issue refunds only through the Payment Services and only to the original payment method, except where the original method is unavailable or where Applicable Law requires otherwise. Client shall not issue a refund in cash or by any other instrument in respect of a Transaction processed through the Payment Services. Client shall not issue a refund exceeding the original Transaction amount. Client shall maintain sufficient funds to cover refunds; if settlement funds are insufficient, Provider may debit Client’s bank account for the refund amount.

10.7 Excessive Refunding. Provider may treat a pattern of refunds inconsistent with Client’s stated policy, or refunds to payment methods other than the original, as an indicator of fraud or money laundering, and may suspend the Account and report the activity as required by Applicable Law.

10.8 Fraud Controls. Client shall implement and maintain commercially reasonable fraud controls, including verifying identity for high-value or unusual Transactions, obtaining signed authorization for card-on-file and recurring charges, and using address verification and card verification values for card-not-present Transactions. Client shall not process a Transaction that Client knows or suspects to be fraudulent, unauthorized, or made with a stolen, counterfeit, or misappropriated payment credential.

10.9 No Cash Advance, Aggregation, or Factoring. Client shall not (a) process a Transaction that does not arise from a bona fide sale of goods or services by Client to the paying Client Customer; (b) process a Transaction on behalf of any other business, practitioner, or person; (c) submit a Transaction to obtain cash or extend credit; (d) split a single sale into multiple Transactions to evade authorization limits or Card Network Rules; (e) process a Transaction to collect a prior dishonored payment or bad debt; or (f) accept payment from a card issued to Client, its owners, or its employees other than for a genuine purchase.

10.10 Client Customer Service. Client shall provide its own customer service to Client Customers and shall publish a working telephone number, email address, and business address at the point of sale and on any online checkout. Client shall respond to Client Customer inquiries within two (2) business days. Provider is not the merchant of record and will direct Client Customer inquiries to Client.

10.11 Descriptor. Client shall ensure that the statement descriptor presented to Client Customers accurately identifies Client’s trading name in a form Client Customers will recognize. Descriptor mismatch is a leading cause of Chargebacks, and Client bears the resulting Losses.

11. Reserves and Security Interest

11.1 Right to Impose. Provider may require a Reserve at any time, in any amount, and for any period, where Provider reasonably determines a Reserve is prudent to secure Client’s actual or contingent obligations. A Reserve may be established as (a) a rolling percentage of gross processed volume held for a defined settlement window; (b) a fixed dollar amount funded by withholding from Payouts or by debit from Client’s bank account; (c) a capped amount tied to Client’s outstanding prepaid liability; or (d) any combination.

11.2 Triggers. Factors Provider may consider include Chargeback and refund ratios; average ticket size relative to representations made at Verification; volume spikes; seasonality; sale of prepaid packages, memberships, or gift cards; the length of time between payment and service delivery; Client’s tenure; adverse credit information; regulatory or licensure issues; negative Client Customer reviews indicating non-delivery; and notice of termination.

11.3 Notice. Provider will give Client notice of a new or increased Reserve, ordinarily in advance. Provider may impose a Reserve immediately and without advance notice where Provider reasonably believes advance notice would materially increase Provider’s risk of Loss, including on receipt of a termination notice, on discovery of suspected fraud, or on Client’s insolvency.

11.4 Application and Release. Provider may apply the Reserve to any amount owed under this Agreement at any time. Any remaining Reserve balance will be released to Client no later than one hundred eighty (180) days after the later of (a) the effective date of termination and (b) the date of the last processed Transaction, less any amount Provider reasonably determines is necessary to cover contingent Chargeback exposure, and less any amount Provider is directed to hold by the Processor, a Card Network, or Applicable Law. Provider may extend the hold period where Client’s Chargeback exposure warrants, up to the longest Chargeback filing window applicable to Client’s Transactions.

11.5 Security Interest. Client hereby grants Provider a continuing first-priority security interest in (a) all funds now or hereafter held in the Reserve; (b) all settlement funds and Payouts now or hereafter due to Client from Provider or the Processor; (c) all Transaction receivables arising through the Payment Services; and (d) all proceeds of the foregoing, to secure all of Client’s present and future obligations under this Agreement. Client authorizes Provider to file financing statements describing the collateral, including all-assets filings to the extent Provider deems appropriate to perfect the foregoing, and appoints Provider its attorney-in-fact, coupled with an interest, for the limited purpose of executing and filing such statements. Client shall execute any further documents Provider reasonably requests to perfect this interest.

11.6 No Subordination. Client shall not grant any lien, security interest, or encumbrance on the collateral described in Section 11.5 that is senior to or pari passu with Provider’s interest, and shall promptly notify Provider of any such claim asserted by a third party, including any merchant cash advance, receivables purchase, or factoring arrangement.

12. Financial Responsibility and Offset

12.1 Offset. Provider may set off any amount Client owes under this Agreement against any amount Provider or its affiliates owe Client under this or any other agreement, without notice and without regard to whether the obligations arise from the same transaction.

12.2 Multiple Locations and Affiliates. Where Client operates multiple Locations or where affiliated entities under common ownership are enrolled, each such entity is jointly and severally liable for all obligations arising under the Account, and Provider may apply funds and Reserves attributable to one Location or entity against Losses attributable to another.

12.3 Financial Information. Upon Provider’s reasonable request, Client shall provide financial statements, bank statements, tax returns, or processing statements sufficient to permit Provider to assess Client’s financial condition, provided that Provider shall treat such information as Confidential Information.

12.4 Insolvency. Client shall notify Provider within two (2) business days of any bankruptcy, receivership, assignment for the benefit of creditors, dissolution, or material adverse change in financial condition. Client acknowledges that funds Client Customers pay for goods or services Client has not yet delivered are not property of Client’s estate to the extent of Provider’s security interest under Section 11.5.

13. Restricted Businesses and Prohibited Transactions

13.1 Prohibition. Client shall not use the Payment Services in connection with any Restricted Business or any activity listed in Exhibit B. Client represents that its business as described during Verification is its actual business and that it does not and will not conduct any Restricted Business under the Account.

13.2 Regulated Services. Where Client offers services requiring professional licensure — including medical, nursing, injectable, laser, prescription, or other services performed under medical direction — Client represents and warrants that (a) each such service is performed by an appropriately licensed individual acting within the scope of that license; (b) Client maintains all facility, establishment, and practice licenses required by its jurisdiction; (c) Client’s ownership structure complies with any applicable corporate practice of medicine restrictions and fee-splitting prohibitions; and (d) Client will notify Provider within five (5) business days of any lapse, suspension, restriction, or investigation affecting any such license.

13.3 Products. Client shall not sell through the Payment Services any product that is unlawful to sell in the jurisdiction of sale, any prescription product without a valid prescription and appropriate licensure, any product subject to age restriction without a compliant age verification process, or any product Client is not authorized by the manufacturer or distributor to resell where such authorization is required.

13.4 Consequences. Use of the Payment Services for a Restricted Business is a material breach permitting immediate suspension and termination without notice, imposition of a Reserve up to one hundred percent (100%) of processed volume, and extension of the fund-hold period under Section 11.4.

14. Card Network Rules, PCI, and Security

14.1 Compliance. Client shall comply with all Card Network Rules applicable to merchants, as amended from time to time, whether or not Client has read them. The Card Network Rules are available from each Card Network. In the event of conflict between this Agreement and the Card Network Rules, the Card Network Rules control.

14.2 PCI DSS. Client shall comply with the Payment Card Industry Data Security Standard and, where applicable, the PCI PIN Transaction Security requirements, and shall complete and submit an annual Self-Assessment Questionnaire of the appropriate type upon request. Client shall not store, and shall not permit any third party to store on its behalf, full magnetic stripe data, card verification values, or PIN data at any time after authorization.

14.3 Cardholder Data. Client shall not enter cardholder data into any field of the Platform not expressly designated for that purpose, including notes, appointment fields, message bodies, or file attachments. Client shall not transmit cardholder data to Provider by email, chat, or support ticket. Provider may delete any cardholder data found in a non-designated field without notice.

14.4 Security Obligations. Client shall (a) maintain unique credentials for each individual user and prohibit credential sharing; (b) enable multi-factor authentication where offered; (c) promptly deactivate users who leave Client’s employ; (d) maintain current anti-malware and operating system patches on devices used to access the Platform; and (e) restrict physical access to card readers and point-of-sale devices.

14.5 Security Incidents. Client shall notify Provider within twenty-four (24) hours of discovering any actual or suspected compromise of cardholder data, Client Customer Data, or Platform credentials. Client shall cooperate fully with any forensic investigation required by a Card Network or the Processor, shall bear the cost of such investigation where the incident arose from Client’s systems, people, or premises, and shall bear all resulting fines, assessments, issuer reimbursement, and card reissuance costs.

14.6 Provider Security. Provider maintains administrative, physical, and technical safeguards designed to protect Client Data, and will notify Client without undue delay after confirming a security incident affecting Client Data within Provider’s systems. Provider’s obligations under this Section are limited to systems under Provider’s direct control and do not extend to any Third-Party Platform or to Client’s own environment.

15. Surcharging, Convenience Fees, and Cash Discounting

15.1 Optional Feature. Provider may make available functionality allowing Client to pass all or part of the cost of card acceptance to Client Customers through a surcharge, service fee, or cash-discount program. Availability of the functionality is not advice that Client may lawfully use it.

15.2 Client Responsibility. If Client enables any such program, Client is solely responsible for ensuring it complies with Applicable Law and the Card Network Rules, including: (a) the prohibition on surcharging debit and prepaid card transactions; (b) applicable caps on credit card surcharges; (c) advance notification requirements to the Card Networks and the acquirer; (d) point-of-sale and checkout disclosure requirements; (e) receipt disclosure requirements; and (f) state statutes restricting or conditioning surcharging. Client shall configure the Platform accordingly and shall verify its configuration.

15.3 No Advice; Indemnity. Provider does not advise on the legality of surcharging in any jurisdiction. Client shall indemnify Provider under Section 28 for all claims, fines, assessments, and Losses arising from Client’s use of any surcharge, convenience fee, or cash-discount program.

16. Third-Party Platforms and Integrations

Critical Term. Integrations depend on systems Provider does not own and cannot control. Provider is not responsible when a Third-Party Platform changes, breaks, restricts access, or terminates. This risk sits with Client.

16.1 No Control. Client acknowledges that the Platform may interoperate with Third-Party Platforms through APIs, webhooks, and integrations that Provider neither owns nor controls. The availability, performance, data model, rate limits, authentication requirements, terms of access, and continued existence of any Third-Party Platform are determined solely by its operator.

16.2 No Warranty; No Liability. PROVIDER MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY THIRD-PARTY PLATFORM AND HAS NO LIABILITY WHATSOEVER ARISING FROM (a) any change, deprecation, outage, degradation, rate limit, latency, or defect in a Third-Party Platform; (b) any revocation, suspension, or denial of Provider’s or Client’s access to a Third-Party Platform; (c) any inaccuracy, incompleteness, loss, duplication, or corruption of data exchanged with a Third-Party Platform; (d) any change in a Third-Party Platform’s commercial terms, including the imposition of fees or revenue share; or (e) the discontinuation of any integration.

16.3 Not a Basis for Refund or Dispute. No event described in Section 16.2 constitutes a failure of Provider’s performance, a defect in the Platform, non-delivery of services, or grounds for any refund, credit, offset, chargeback, or termination for cause by Client. Client’s remedy for a discontinued integration is to terminate for convenience under Section 29.2.

16.4 Client Authorizations. Client is responsible for maintaining its own accounts, subscriptions, credentials, and API entitlements with each Third-Party Platform, for any fees charged by it, and for compliance with its terms. Client represents that it has the right to authorize Provider to access Client’s Third-Party Platform accounts and data, and that doing so does not breach any agreement binding on Client.

16.5 Data Portability Constraints. Client acknowledges that certain data — including stored payment credentials held by a prior processor — may not be exportable or transferable for regulatory, contractual, or tokenization reasons, and that migration may require Client Customers to re-enter payment credentials. Provider makes no representation that any particular data set can be migrated from any prior system.

16.6 Provider’s Own Licenses. Provider will use commercially reasonable efforts to maintain the licenses and API entitlements necessary for the integrations it offers, but does not warrant that it will obtain or retain any particular entitlement. Where a Third-Party Platform requires a different license tier, approval, or revenue share as a condition of Provider’s continued distribution, Provider may discontinue the integration or pass through the resulting cost on thirty (30) days’ notice.

17. Artificial Intelligence Services

17.1 Nature of AI Output. AI Services generate output probabilistically. Output may be inaccurate, incomplete, outdated, internally inconsistent, or unsuitable for a given purpose, and may vary between identical inputs. Client acknowledges that these characteristics are inherent to the technology and do not constitute a defect.

17.2 Human Oversight Required. Client shall maintain meaningful human oversight of AI Services and shall review AI-generated output before relying on it for any decision affecting a Client Customer, an employee, a payment, a clinical matter, or a legal obligation. Client shall not configure AI Services to operate without a mechanism by which a Client Customer can reach a human being.

17.3 No Professional Advice. AI Services do not provide medical, clinical, diagnostic, legal, tax, accounting, or financial advice. Client shall not configure or permit AI Services to make clinical determinations, screen for contraindications, provide treatment recommendations, or give any advice for which professional licensure is required.

17.4 Disclosure to Client Customers. Client shall disclose to Client Customers, in a clear and conspicuous manner and at the outset of each interaction, that they are interacting with an automated system, to the extent such disclosure is required by Applicable Law or by the AI Services’ configuration. Client shall not represent an AI agent as a human being.

17.5 Content Approval. Where AI Services generate marketing content, social media posts, blog articles, email campaigns, or Client Customer communications, Client is the publisher of that content. Client shall review and approve content before publication where an approval mechanism is provided, and Client is responsible for all published content whether or not Client exercised that review. Client shall not permit publication of any claim regarding treatment outcomes, efficacy, safety, earnings, or results that Client cannot substantiate.

17.6 Prompts and Inputs. Client shall not submit to AI Services any protected health information, cardholder data, government identification numbers, or other sensitive data except through fields expressly designated for that purpose. Client is responsible for the content of all inputs and for having the right to submit them.

17.7 Model Changes. Provider may change the underlying models, providers, prompts, guardrails, and configurations of the AI Services at any time. Such changes may alter output characteristics, tone, latency, and cost. Provider does not warrant continuity of any particular model or behavior.

17.8 Aggregate Learning. Provider may use de-identified and aggregated data derived from use of the Platform to operate, secure, troubleshoot, benchmark, and improve the Platform and the AI Services, subject to Section 18.5. Provider will not use identifiable Client Customer Data to train foundation models made available to third parties.

17.9 Usage Metering. AI Services may be metered by minutes, messages, tokens, or interactions. Provider will publish then-current inclusions and overage rates. Client is responsible for overage charges arising from its configuration, including runaway loops, automated retries, and traffic Client did not anticipate.

18. Client Data, Ownership, and Portability

18.1 Ownership. As between the Parties, Client owns all Client Data. Provider claims no ownership interest in Client Data and acquires only the rights expressly granted in this Section.

18.2 License to Provider. Client grants Provider a non-exclusive, worldwide, royalty-free license to host, store, transmit, display, reproduce, modify, and create derivative works of Client Data solely as necessary to (a) provide, maintain, secure, and support the Platform; (b) perform the Payment Services; (c) comply with Applicable Law and lawful process; and (d) exercise the rights granted in Section 18.5.

18.3 Client Responsibility for Data. Client represents and warrants that it has all rights, consents, and lawful bases necessary to submit Client Data to the Platform and to authorize Provider’s processing of it under this Agreement, including with respect to any data imported from a prior system or Third-Party Platform.

18.4 Export and Portability. Client may export its Client Data at any time during the Term using the export functionality in the Platform, in a structured, commonly used, machine-readable format. Upon written request made within ninety (90) days after termination, Provider will provide Client with a complete export of Client Data. Provider shall not condition, withhold, delay, or charge for export as a means of enforcing any other obligation under this Agreement, and Client’s right under this Section survives termination for any reason, including termination for cause. Provider may charge a reasonable fee for bespoke extraction work requested beyond the standard export format.

18.5 Aggregated and De-Identified Data. Provider may create, own, and use aggregated and de-identified data derived from Client Data — including benchmarks, statistical models, industry reports, and product analytics — provided that such data (a) does not identify Client, any Location, or any Client Customer; (b) is not reversible to identify any of them; and (c) is not published in a form that would allow a third party to identify Client’s individual business metrics without Client’s consent. This right survives termination.

18.6 Retention and Deletion. Provider will retain Client Data during the Term and for ninety (90) days after termination, after which Provider may delete it. Provider may retain Client Data for longer where required by Applicable Law, by Card Network Rules, for dispute resolution, or in routine backup archives, and such retained copies remain subject to Section 24. Upon Client’s written request following the ninety-day period, Provider will delete Client Data except for copies retained as permitted by this Section.

18.7 Client Customer Relationships. Client Customers are Client’s customers. Provider shall not market Provider’s own products or services directly to Client Customers using Client Customer Data obtained through the Platform, except (a) with Client’s consent, (b) as necessary to deliver a communication Client has configured, or (c) where the Client Customer has an independent relationship with Provider.

19. Privacy and Data Protection

19.1 Roles. With respect to Client Customer Data, Client is the controller (or business) and Provider is the processor (or service provider), as those terms are used in applicable privacy law. Provider will process Client Customer Data only on Client’s documented instructions, which include this Agreement and Client’s configuration of the Platform.

19.2 Client Obligations. Client is solely responsible for (a) providing all notices and obtaining all consents required to collect and process Client Customer Data; (b) maintaining a compliant privacy policy; (c) honoring Client Customer rights requests, including access, correction, deletion, and opt-out; and (d) determining the lawful basis for each processing activity it configures.

19.3 Sub-Processors. Client authorizes Provider to engage sub-processors, including the Processor, cloud infrastructure providers, telephony carriers, messaging providers, and AI model providers, as listed in Exhibit D. Provider will impose data protection obligations on each sub-processor no less protective than those in this Section and remains responsible for their performance. Provider will give notice of new sub-processors through the Platform or Provider’s website.

19.4 Health Information. CLIENT ACKNOWLEDGES THAT THE PLATFORM IS NOT OFFERED AS A HIPAA-COMPLIANT SERVICE BY DEFAULT AND THAT PROVIDER IS NOT A BUSINESS ASSOCIATE ABSENT A SEPARATELY EXECUTED BUSINESS ASSOCIATE AGREEMENT. If Client is a covered entity or business associate under HIPAA, Client shall not submit protected health information to the Platform unless and until Provider has executed a Business Associate Agreement with Client. Client bears sole responsibility for any protected health information it submits in breach of this Section, and shall indemnify Provider under Section 28 for all resulting claims and penalties.

19.5 Sensitive Data Generally. Client shall not submit to the Platform any Social Security number, driver’s license number, passport number, financial account number, biometric identifier, precise geolocation, or information about a person known to be under thirteen (13) years of age, except through fields expressly designated for that purpose.

19.6 Government Requests. Provider may disclose Client Data where required by lawful process, and will give Client notice of the request where legally permitted and where doing so would not compromise an investigation.

20. Calls, Recording, Messaging, and Consent

Critical Term. Provider supplies the recording and messaging tools. Client is the caller, the recorder, and the sender for all legal purposes, and Client bears the entire compliance burden under wiretap, recording-consent, and telemarketing law.

20.1 Recording Consent. Client acknowledges that several jurisdictions, including Florida, require the consent of all parties to the recording of a telephone conversation. Client shall configure and maintain a lawful consent mechanism for every recorded call, shall ensure that a compliant disclosure is played before recording begins, and shall not disable, bypass, or shorten any disclosure Provider provides. Client is solely responsible for determining the consent standard applicable to each call based on the locations of all parties.

20.2 Telemarketing and Messaging. Client shall comply with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, state mini-TCPA statutes, CAN-SPAM, and all carrier and messaging-aggregator requirements. Client shall (a) obtain and document prior express written consent where required before sending any marketing message or placing any automated or prerecorded call; (b) maintain and honor internal do-not-call and opt-out lists; (c) scrub against the National Do Not Call Registry where applicable; (d) include required identification and opt-out language in every message; (e) honor opt-out requests immediately; and (f) observe applicable calling-hour restrictions.

20.3 Registration. Client shall complete all brand and campaign registration required by carriers for application-to-person messaging, shall provide accurate registration information, and shall bear all carrier registration fees, surcharges, and per-message fees. Provider is not responsible for message filtering, blocking, throttling, or deliverability decisions made by carriers.

20.4 Content of Communications. Client is the sender and publisher of all communications transmitted through the Platform, including those drafted or initiated by AI Services. Client shall not transmit content that is unlawful, deceptive, harassing, or that makes unsubstantiated claims.

20.5 Indemnity. Client shall indemnify Provider under Section 28 for all claims, penalties, statutory damages, and Losses arising from Client’s communications, recordings, consent practices, or list management, including class action claims under the Telephone Consumer Protection Act and state wiretap statutes.

21. Marketing Services and Publishing

21.1 Scope. Where Client subscribes to marketing Add-On Services, Provider may draft, schedule, and publish content to Client’s owned properties and connected social, advertising, listing, and email channels, in each case at Client’s direction and using Client’s accounts.

21.2 Client Is the Advertiser. Client is the advertiser, publisher, and speaker for all content published through the marketing Add-On Services. Client is responsible for the accuracy and substantiation of all claims, for compliance with advertising law and platform policies, and for all consequences of publication, including account suspension by any advertising or social platform.

21.3 Advertising Spend. Media spend is paid by Client directly to the advertising platform unless otherwise agreed in an Order Form. Provider does not guarantee any level of impressions, clicks, leads, bookings, revenue, return on ad spend, search ranking, or conversion. Provider does not control the policies, approval decisions, auction dynamics, or algorithms of any advertising or search platform.

21.4 Account Access. Client grants Provider access to the advertising, analytics, listing, and social accounts necessary to perform the services, and warrants that it owns or controls those accounts. On termination, Provider will remove its access and will transfer or relinquish administrative control of any asset created for Client on Client’s owned accounts. Assets residing in Provider’s own accounts, including Provider’s manager accounts, agency structures, and internal tooling, remain Provider’s property, provided that Provider will export campaign performance data to Client on request.

21.5 Client Marks. Client grants Provider a limited, revocable, non-exclusive license to use Client’s name, logo, and trademarks solely to perform the services under this Section and, unless Client opts out in writing, to identify Client as a customer of Provider on Provider’s website and in Provider’s marketing materials.

22. Acceptable Use Policy

Client shall not, and shall not permit any user or third party to, use the Platform to:

• violate any Applicable Law, Card Network Rule, or third-party right;
• transmit malware, engage in denial-of-service activity, or interfere with the integrity or performance of the Platform;
• attempt to gain unauthorized access to the Platform, other clients’ accounts, or Provider’s systems;
• harvest, scrape, or extract data from the Platform other than Client’s own Client Data;
• send unsolicited commercial messages, spam, or messages using falsified header or sender information;
• publish or transmit content that is defamatory, obscene, harassing, discriminatory, or that depicts or promotes violence or exploitation;
• impersonate any person or misrepresent an affiliation;
• infringe or misappropriate any patent, copyright, trademark, trade secret, right of publicity, or moral right;
• conduct any activity requiring a license Client does not hold;
• use the Platform in any manner that could subject Provider to regulation as a bank, money transmitter, money services business, debt collector, credit reporting agency, or telemarketer; or
• engage in any conduct Provider reasonably determines threatens the security, reputation, or lawful operation of the Platform.

Provider may investigate suspected violations and may suspend access immediately under Section 29.3. Provider may, but is not obligated to, monitor use of the Platform.

23. Intellectual Property

23.1 Provider IP. Provider and its licensors retain all right, title, and interest in and to the Platform, including all software, source code, models, prompts, workflows, user interfaces, designs, documentation, know-how, trademarks, and all derivative works and improvements thereto. No rights are granted except those expressly stated in this Agreement. All rights not expressly granted are reserved.

23.2 Feedback. If Client provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform, Client grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use and exploit that feedback for any purpose, without attribution or compensation. Client shall not provide feedback that is subject to a third party’s intellectual property rights or confidentiality obligations.

23.3 AI Output. As between the Parties, and subject to Client’s compliance with this Agreement, Client owns the output generated for Client by the AI Services from Client’s inputs. Client acknowledges that (a) output may not be eligible for copyright protection; (b) similar or identical output may be generated for other clients; and (c) Provider makes no representation that output does not infringe any third-party right.

23.4 No Competitive Use. Client shall not use the Platform, its output, its documentation, or any performance data to design, develop, train, or market a product or service that competes with the Platform, and shall not disclose Platform benchmarks or performance results to any competitor of Provider.

24. Confidentiality

24.1 Definition. “Confidential Information” means non-public information disclosed by a Party that is designated as confidential or that a reasonable person would understand to be confidential, including Provider’s pricing, product roadmap, architecture, and security practices, and Client’s business plans, financials, and Client Data.

24.2 Obligations. Each Party shall protect the other’s Confidential Information with at least reasonable care, shall use it only to perform under this Agreement, and shall disclose it only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than these.

24.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no breach by the recipient; (b) was known to the recipient without restriction before disclosure; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

24.4 Compelled Disclosure. A recipient may disclose Confidential Information to the extent required by lawful process, provided it gives prompt notice where legally permitted and cooperates in seeking protective treatment.

24.5 Duration. These obligations continue for three (3) years after termination, and indefinitely with respect to trade secrets and Client Customer Data.

25. Representations and Warranties

25.1 Mutual. Each Party represents that it is duly organized and validly existing, that it has full authority to enter into this Agreement, that the individual accepting on its behalf is authorized to bind it, and that this Agreement is enforceable against it.

25.2 Client Warranties. Client represents, warrants, and covenants on a continuing basis that: (a) all Verification information is true, accurate, and complete; (b) Client is engaged in a lawful business and holds all licenses required to conduct it; (c) Client is not a Restricted Business; (d) each Transaction submitted arises from a bona fide sale by Client to the paying Client Customer of goods or services actually delivered or to be delivered; (e) Client has authority to charge each payment credential it submits; (f) Client will comply with all Applicable Law and Card Network Rules; (g) Client has not been terminated by any acquirer, processor, or Card Network, or placed in any Card Network termination or high-risk registry, except as disclosed in writing before the Effective Date; (h) no owner or control person of Client has been convicted of a crime involving fraud, dishonesty, or a financial offense, except as disclosed in writing before the Effective Date; and (i) Client is not insolvent and has no present intention to file for bankruptcy protection.

26. Disclaimer of Warranties

26.1 As Is. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM, THE PAYMENT SERVICES, THE AI SERVICES, ALL ADD-ON SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

26.2 Disclaimer. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

26.3 No Guarantee of Results. PROVIDER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY BUSINESS OUTCOME. WITHOUT LIMITATION, PROVIDER DOES NOT GUARANTEE ANY INCREASE IN BOOKINGS, REVENUE, RETENTION, AVERAGE TICKET, CALL ANSWER RATE, CONVERSION RATE, REVIEW VOLUME, SEARCH RANKING, LEAD VOLUME, RETURN ON ADVERTISING SPEND, REDUCTION IN NO-SHOWS, OR REDUCTION IN LABOR COST. ANY FIGURES, ESTIMATES, PROJECTIONS, CASE STUDIES, DEMONSTRATIONS, OR EXAMPLES PROVIDED BEFORE OR DURING THE TERM ARE ILLUSTRATIVE ONLY, ARE NOT A GUARANTEE, ARE NOT PART OF THIS AGREEMENT, AND ARE NOT RELIED UPON BY CLIENT.

26.4 No Warranty of Uninterrupted Service. PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM WILL MEET CLIENT’S REQUIREMENTS, OR THAT DATA WILL NOT BE LOST OR CORRUPTED. CLIENT IS RESPONSIBLE FOR MAINTAINING ITS OWN BACKUPS AND CONTINGENCY PROCEDURES, INCLUDING A MANUAL PROCEDURE FOR TAKING PAYMENT AND BOOKING APPOINTMENTS DURING ANY OUTAGE.

26.5 Maintenance. Provider may perform scheduled and emergency maintenance, and may modify, update, or discontinue features, at any time. Provider will use commercially reasonable efforts to schedule planned maintenance outside peak hours.

26.6 Non-Reliance. Client acknowledges that it has not relied on any statement, representation, warranty, demonstration, projection, or assurance not expressly set forth in this Agreement, whether made by Provider, its personnel, its resellers, or its marketing materials, and waives any claim for negligent misrepresentation or for breach of any such statement.

27. Limitation of Liability

27.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

27.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES AND PROCESSING FEE MARGIN ACTUALLY RETAINED BY PROVIDER FROM CLIENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500).

27.3 Settlement Funds Carve-Out. The cap in Section 27.2 does not apply to Provider’s obligation to pay over settlement funds actually received and owed to Client under Section 9, net of all amounts properly withheld under this Agreement.

27.4 No Cap on Client Obligations. THE LIMITATIONS IN THIS SECTION 27 DO NOT APPLY TO, AND SHALL NOT BE CONSTRUED TO LIMIT, CLIENT’S OBLIGATIONS UNDER SECTION 6 (EXCLUSIVE PROCESSING), SECTION 8 (FEES), SECTION 10 (CHARGEBACKS AND LOSSES), SECTION 11 (RESERVES), SECTION 12 (FINANCIAL RESPONSIBILITY), OR SECTION 28 (INDEMNIFICATION), EACH OF WHICH IS UNLIMITED IN AMOUNT.

27.5 Allocation of Risk. The Parties agree that the limitations in this Section reflect a deliberate and negotiated allocation of risk, that they form an essential basis of the bargain, and that Provider would not make the Core Platform available without a subscription charge absent these limitations. These limitations apply even if a limited remedy fails of its essential purpose.

27.6 Statute of Limitations. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, except where a shorter or longer period is required by Applicable Law. Claims not brought within that period are permanently barred.

28. Indemnification

28.1 By Client. Client shall defend, indemnify, and hold harmless Provider, its affiliates, and their respective officers, directors, employees, agents, and the Processor, from and against all claims, demands, actions, proceedings, investigations, fines, penalties, assessments, judgments, settlements, Losses, damages, and costs (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s Transactions, including any Chargeback, refund dispute, or claim by a Client Customer; (b) Client’s breach of this Agreement or of the Processor Agreement; (c) Client’s violation of Applicable Law or Card Network Rules; (d) Client Data, including any claim that Client lacked the right to submit or process it; (e) Client’s communications, recordings, or list practices under Section 20; (f) Client’s published content under Sections 17 and 21; (g) Client’s goods and services, including any claim of personal injury, professional negligence, product liability, or failure to deliver; (h) Client’s use of any surcharge or cash-discount program; (i) any protected health information Client submits in breach of Section 19.4; (j) any dispute between Client and any employee, contractor, booth renter, or practitioner; and (k) any dispute between Client and any Third-Party Platform.

28.2 By Provider. Provider shall defend Client against any third-party claim alleging that Client’s authorized use of the Platform, as furnished by Provider and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark, and shall indemnify Client against damages finally awarded or amounts paid in settlement of such claim. This obligation does not apply to any claim arising from (a) Client Data or any input Client supplies; (b) output of the AI Services; (c) combination of the Platform with anything not supplied by Provider; (d) modification of the Platform not made by Provider; (e) use after Provider notifies Client to discontinue; or (f) any Third-Party Platform. Provider’s obligation under this Section is subject to the cap in Section 27.2 and, upon any claim, Provider may at its option procure the right to continue use, modify the Platform to be non-infringing, or terminate this Agreement and cease the affected functionality.

28.3 Procedure. The indemnified Party shall give prompt written notice of the claim, shall grant the indemnifying Party sole control of the defense and settlement, and shall provide reasonable cooperation at the indemnifying Party’s expense. Failure to give prompt notice relieves the indemnifying Party only to the extent it is materially prejudiced. The indemnifying Party shall not settle any claim in a manner that imposes a non-monetary obligation or admission on the indemnified Party without its consent, not to be unreasonably withheld. The indemnified Party may participate at its own expense with counsel of its choosing.

28.4 Exclusive Remedy. Section 28.2 states Provider’s sole liability, and Client’s exclusive remedy, for any claim of intellectual property infringement.

29. Term, Suspension, and Termination

29.1 Term. This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated in accordance with this Section. There is no minimum commitment term and no early termination fee, except as provided in Section 6.4.

29.2 Termination for Convenience by Client. Client may terminate this Agreement, or cancel any Add-On Service, by giving Provider not less than twenty-one (21) days’ written notice through the cancellation mechanism designated in the Platform or by written notice to the address in Section 34.3. Termination is effective at the end of the billing period in which the twenty-one-day notice period expires. Any charge falling due before the effective date of termination is validly owed and is non-refundable. Verbal notice, notice to an individual employee, discontinuation of use, removal of a payment method, initiation of a chargeback, and abandonment of the Account do not constitute notice of termination.

29.3 Suspension. Provider may suspend Client’s access to the Platform, the Payment Services, or any portion thereof, immediately and without prior notice, where Provider reasonably determines that (a) Client is in breach of Section 6, 13, 14, 20, or 22; (b) suspension is necessary to prevent Loss, fraud, or harm to Provider, the Processor, a Card Network, Client Customers, or other clients; (c) Client’s Account is past due; (d) Client has an uncured negative balance; (e) Verification information is materially inaccurate or re-verification is pending; (f) the Processor or a Card Network has directed suspension; or (g) required by Applicable Law or lawful process. Suspension does not relieve Client of any payment obligation, and fees continue to accrue during suspension. Provider will restore access promptly upon cure where the basis for suspension is curable.

29.4 Termination for Cause by Provider. Provider may terminate this Agreement immediately upon written notice if (a) Client materially breaches this Agreement and fails to cure within ten (10) days of notice, or immediately where the breach is not capable of cure; (b) Client breaches Section 6, 13, or 22; (c) Client initiates a chargeback in breach of Section 31; (d) Client’s Chargeback or fraud ratio exceeds a Card Network threshold or Client is placed in a Card Network monitoring, termination, or high-risk registry; (e) the Processor terminates or declines to continue Client’s connected account; (f) Client becomes insolvent, ceases operations, or is subject to a bankruptcy, receivership, or assignment proceeding not dismissed within sixty (60) days; (g) Client or any owner or control person is charged with or convicted of a crime involving fraud or dishonesty; (h) Client loses any license required to conduct its business; or (i) continued performance would violate Applicable Law or Card Network Rules.

29.5 Termination for Convenience by Provider. Provider may terminate this Agreement for any reason or no reason upon thirty (30) days’ written notice to Client.

29.6 Termination for Cause by Client. Client may terminate this Agreement for cause if Provider materially breaches and fails to cure within thirty (30) days of written notice describing the breach in reasonable detail. For the avoidance of doubt, none of the following constitutes a material breach by Provider: an outage or degradation of the Platform; a change to, or discontinuation of, any feature or integration; any act or omission of a Third-Party Platform or the Processor; any AI Services output; any advertising, marketing, or search result; or any failure to achieve a business outcome.

30. Effect of Termination and Survival

30.1 Immediate Effects. Upon the effective date of termination: (a) all licenses granted to Client terminate and Client shall cease all use of the Platform; (b) Provider will cease processing new Transactions for Client; (c) all amounts owed by Client become immediately due; and (d) Provider may exercise its rights under Sections 10, 11, and 12 with respect to all outstanding and contingent obligations.

30.2 Continuing Chargeback Exposure. Client acknowledges that Chargebacks may be filed for many months after a Transaction. Client remains fully liable for all Losses arising from Transactions processed during the Term, without time limit, and Client’s obligations under Sections 10, 11, and 12 continue in full force after termination. Provider may hold the Reserve and withhold settlement funds in accordance with Section 11.4.

30.3 Refunds After Termination. Client shall remain able to issue refunds to Client Customers for Transactions processed during the Term. If Client’s settlement funds are insufficient, Provider may debit Client’s bank account. If Client fails to fund a refund that Provider or the Processor is obligated to issue, Client shall reimburse Provider on demand.

30.4 Data. Client’s export rights under Section 18.4 apply. Provider will maintain Client Data in a retrievable state for ninety (90) days after termination, after which it may be deleted permanently and irrecoverably.

30.5 Return of Hardware. Client shall return all leased hardware within fifteen (15) days after termination, in working condition and ordinary wear excepted, failing which Provider may charge the then-current replacement cost.

30.6 Survival. The following survive termination or expiration: Sections 1, 2, 5.4, 5.6, 5.7, 6.4, 6.5, 7.3, 8.8, 9.2, 9.6, 10, 11, 12, 14.5, 16.2, 17, 18, 19, 20.5, 21.4, 23, 24, 25, 26, 27, 28, 30, 31, 34, and 35, together with any provision that by its nature is intended to survive.

31. Billing Disputes and Chargeback Covenant

Critical Term. Client agrees not to charge back fees paid to Provider. Client’s exclusive remedy for a billing complaint is the process in this Section.

31.1 Mandatory Process. If Client disputes any fee charged by Provider, Client shall submit a written dispute to Provider at the address in Section 34.3 within sixty (60) days after the charge, identifying the charge, the amount disputed, and the basis for the dispute in reasonable detail. Provider will investigate and respond in writing within twenty (20) business days. Client shall pay all undisputed amounts while the dispute is pending. This process is a condition precedent to any claim relating to fees.

31.2 Covenant Not to Charge Back. CLIENT COVENANTS THAT IT WILL NOT INITIATE, AND WILL NOT DIRECT OR PERMIT ANY THIRD PARTY TO INITIATE ON ITS BEHALF, ANY CHARGEBACK, PAYMENT DISPUTE, ACH RETURN, STOP-PAYMENT ORDER, OR REVERSAL WITH RESPECT TO ANY AMOUNT CHARGED BY PROVIDER UNDER THIS AGREEMENT. Client acknowledges that Client has read and agreed to the fee terms, that the services are delivered on the terms stated, and that any dispute is contractual and shall be resolved under Sections 31.1 and 35.

31.3 Consequences of Breach. A chargeback initiated in breach of Section 31.2 is a material breach permitting immediate termination under Section 29.4. In addition, Client shall be liable for (a) the full amount charged back; (b) all fees, fines, and costs Provider incurs in responding, including any dispute fee; and (c) Provider’s reasonable attorneys’ fees and costs of collection. Provider may recover these amounts by any method in Section 10.2.

31.4 Non-Waiver. Provider’s election to waive a charge, issue a credit, or make any accommodation is a discretionary act of goodwill, is not an admission that the charge was invalid or that services were not delivered, does not modify this Agreement, and does not establish a course of dealing.

32. Force Majeure

Neither Party is liable for any failure or delay in performance (other than an obligation to pay money) caused by an event beyond its reasonable control, including acts of God, natural disaster, hurricane, flood, fire, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, governmental action, embargo, failure or interruption of the internet, telecommunications, or electrical power, failure of a cloud infrastructure provider, failure or change of a Third-Party Platform, action of the Processor or any Card Network, cyberattack, or denial-of-service attack. The affected Party shall notify the other and shall use commercially reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate on written notice.

33. Changes to This Agreement

33.1 Right to Amend. Provider may amend this Agreement, including any Exhibit or incorporated policy, by posting an updated version in the Platform or on Provider’s website and giving notice to Client. Except as provided in Section 33.2, amendments take effect thirty (30) days after notice.

33.2 Immediate Amendments. Provider may amend immediately, without advance notice, where the amendment is required by Applicable Law, by a Card Network, by the Processor, or to address a security or fraud risk. Provider will give notice as soon as practicable.

33.3 Acceptance and Objection. Client’s continued use of the Platform or the Payment Services after an amendment takes effect constitutes acceptance. If Client objects to an amendment made under Section 33.1, Client’s exclusive remedy is to terminate under Section 29.2 with notice given before the amendment takes effect, in which case the prior version continues to govern until termination is effective.

33.4 No Oral Modification. No modification proposed by Client is effective unless in a writing signed by an authorized officer of Provider. No employee, contractor, reseller, or agent of Provider has authority to modify this Agreement orally or by email, and Client shall not rely on any such purported modification.

34. General Provisions

34.1 Assignment. Client shall not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Provider’s prior written consent. Any purported assignment in violation of this Section is void. Provider may assign this Agreement freely, including to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets.

34.2 Change of Control. Client shall give Provider not less than ten (10) business days’ written notice before any change of control, sale of substantially all assets, sale of a Location, or change in beneficial ownership crossing the twenty-five percent (25%) threshold. Such an event is deemed an assignment requiring consent under Section 34.1, and Provider may condition consent on re-verification, imposition of a Reserve, or execution of a new agreement by the acquiring party. Provider may suspend Payouts pending re-verification following an undisclosed change of control.

34.3 Notices. Notices to Provider must be in writing and sent to Shamrok LLC at its registered business address, with a copy to the email address Provider designates in the Platform for legal notices. Notices to Client may be given by email to the address on the Account, by posting in the Platform, or by mail to the address on the Account, and are deemed received on the date sent for email and in-Platform notice, and three (3) business days after deposit for mail. Client shall maintain a current email address and shall be deemed to have received any notice sent to it.

34.4 Entire Agreement. This Agreement, together with its Exhibits and any Order Form, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, quotes, demonstrations, and communications, whether written or oral. Any terms in a Client purchase order, vendor portal, or other Client-issued document are void and of no effect, notwithstanding Provider’s acknowledgment or performance.

34.5 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ intent, and the remaining provisions continue in full force. If it cannot be so modified, it shall be severed.

34.6 No Waiver. No failure or delay in exercising any right operates as a waiver. A waiver is effective only if in writing and signed by the waiving Party, and applies only to the specific instance.

34.7 Independent Contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, franchise, employment, or agency relationship, except for the limited agency expressly granted in Section 7.4.

34.8 No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties only, except that the Processor and Provider’s affiliates are intended third-party beneficiaries of Sections 7, 10, 11, 12, 26, 27, and 28 and may enforce them directly.

34.9 Equitable Relief. Each Party acknowledges that breach of Sections 22, 23, or 24 may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching Party is entitled to seek injunctive relief without posting bond, in addition to any other remedy.

34.10 Publicity. Except as provided in Section 21.5, neither Party shall issue a press release referring to the other without prior written consent.

34.11 Electronic Records and Signatures. The Parties consent to conduct this transaction electronically. Electronic acceptance, including by clicking an acceptance control, is legally binding and has the same effect as a handwritten signature. Provider’s records of acceptance, including timestamp, IP address, and account identifier, are admissible and constitute prima facie evidence of acceptance. Client may withdraw consent to electronic records only by terminating this Agreement.

34.12 Records and Audit. Client shall retain records substantiating each Transaction, including receipts, service records, signed authorizations for card-on-file and recurring charges, and consent records, for not less than twenty-four (24) months after the Transaction, and shall provide them to Provider within five (5) business days of request. Provider may audit Client’s compliance with Sections 6, 13, 14, and 20 on reasonable notice during business hours, at Provider’s expense unless the audit reveals material non-compliance, in which case Client shall bear the reasonable cost.

34.13 Insurance. Client shall maintain, at its own expense, commercial general liability insurance and, where Client performs professional or medical services, professional liability insurance, each in commercially reasonable amounts, and shall provide certificates of insurance upon request.

34.14 Interpretation of Exhibits. Each Exhibit is incorporated by reference and forms part of this Agreement.

34.15 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures transmitted electronically are effective as originals.

35. Governing Law and Dispute Resolution

35.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

35.2 Informal Resolution. Before initiating arbitration, the claiming Party shall send a written notice of dispute describing the claim and the relief sought, and the Parties shall attempt in good faith to resolve it for thirty (30) days. This period is a condition precedent to arbitration, and the applicable limitation period is tolled during it.

35.3 Claims Reserved to the Courts. Notwithstanding Section 35.4, the following shall be brought exclusively in the state or federal courts located in Orange County, Florida, to which the Parties consent to personal jurisdiction and venue: (a) any claim by Provider for amounts owed under this Agreement, including Processing Fees, subscription fees, Losses, negative balances, Reserve shortfalls, and retroactive subscription charges under Section 6.4; (b) any action to perfect, enforce, or foreclose the security interest granted in Section 11.5; (c) any application for temporary or preliminary injunctive relief, or relief in aid of arbitration, including to restrain a breach of Section 6, 22, 23, or 24; and (d) any claim within the jurisdictional limit of small claims court, which either Party may bring in the small claims court of Orange County, Florida.

35.4 Binding Individual Arbitration. EXCEPT FOR THE CLAIMS DESCRIBED IN SECTION 35.3, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ITS FORMATION, INTERPRETATION, BREACH, TERMINATION, VALIDITY, OR ENFORCEABILITY, SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, BEFORE A SINGLE ARBITRATOR, IN ORANGE COUNTY, FLORIDA. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS SECTION. Judgment on the award may be entered in any court of competent jurisdiction. Questions of arbitrability are for the arbitrator, except that whether a claim falls within Section 35.3 is for the court.

35.5 Class Action Waiver. THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY’S INDIVIDUAL CLAIM. If this Section 35.5 is held unenforceable as to any claim, that claim shall be severed and litigated in the courts identified in Section 35.3, and the remainder of this Section 35 continues to apply.

35.6 Jury Trial Waiver. TO THE EXTENT ANY DISPUTE IS LITIGATED IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY.

35.7 Arbitration Costs. So that this Section does not operate as a barrier to a meritorious claim, where Client initiates arbitration of a claim seeking less than twenty-five thousand dollars ($25,000), Provider shall advance the portion of the American Arbitration Association filing, administrative, and arbitrator fees that exceeds the fee Client would have paid to file the same claim in the state court of Orange County, Florida. Amounts so advanced are subject to reallocation by the arbitrator in the award if the arbitrator determines the claim was frivolous or brought for an improper purpose.

35.8 Fees. In any arbitration or litigation arising out of this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees, expert fees, arbitration fees, and costs, at both trial and appellate levels.

Exhibit A — Fee Schedule

Effective as of the Effective Date. Subject to amendment under Section 8.6. All rates are per Transaction unless otherwise stated and are stated in U.S. dollars.

A-1. Processing Fees

• Card-present (Provider-supplied reader, tap / dip / swipe): 3.50% + $0.15
• Card-not-present (online booking, checkout, payment link, invoice): 3.75% + $0.35
• Card-on-file and recurring (membership, package, subscription): 3.75% + $0.35
• Manually keyed: 4.10% + $0.35
• ACH Direct Debit: 1.00%, capped at $10.00
• Digital wallet (Apple Pay, Google Pay, Link): Rate for the underlying presentment type
• Buy-now-pay-later, where enabled: As published in the Platform

A-2. Pass-Through and Incidental Charges

• Internationally issued card: +1.50% of Transaction amount
• Currency conversion: +1.00% of Transaction amount
• Chargeback / dispute handling fee (per dispute, non-refundable): $25.00
• Refund handling fee (per refund): $0.25
• ACH return / failed debit: $15.00
• Instant or expedited Payout, where elected: 1.50% of Payout amount
• Card Network fines, assessments, non-compliance charges: At cost, as assessed
• Reserve funding shortfall debit failure: $25.00
• Professional services (onboarding beyond Section 3.7, custom work): $175.00 per hour
• Hardware replacement for unreturned leased equipment: Then-current replacement cost

A-3. Platform Subscription

• Core Platform — Verified Client in compliance with Section 6: $0.00 per month
• Core Platform — list rate applicable under Section 6.4 or Section 4.6: $399.00 per Location per month
• Add-On Service module (each): $99.00 per Location per month
• Full Add-On bundle: As published in the Platform

Exhibit B — Restricted and Prohibited Businesses

Client shall not use the Payment Services in connection with any of the following, and shall not enroll any Location engaged in them. This list is not exhaustive; the Processor’s and each Card Network’s restricted-business lists apply in addition and control to the extent broader.

B-1. Prohibited Outright

• Illegal goods, services, or activity of any kind, including any activity unlawful in the jurisdiction of sale.
• Controlled substances, prescription pharmaceuticals sold without valid prescription and licensure, research chemicals, and drug paraphernalia.
• Cannabis, cannabinoid, hemp-derived, and kratom products, except where expressly approved in writing by Provider and the Processor.
• Adult content, adult services, escort services, and sexually oriented businesses.
• Firearms, ammunition, explosives, weapons, and related components.
• Gambling, betting, lotteries, sweepstakes, fantasy sports for money, and games of chance.
• Virtual currency, digital asset exchange, mining, initial coin offerings, and non-fungible token sales.
• Money transmission, currency exchange, check cashing, wire transfer, stored-value issuance, payday and title lending, debt collection, debt settlement, credit repair, and bail bonds.
• Multi-level marketing, pyramid and Ponzi schemes, matrix programs, chain referral schemes, and get-rich-quick or earnings-claim programs.
• Counterfeit, replica, or infringing goods; unauthorized resale of ticketed events; and grey-market pharmaceuticals or devices.
• Human trafficking, exploitation, and any activity involving minors in a sexual or exploitative context.
• Shell companies, businesses with no verifiable operating address, and businesses whose beneficial ownership cannot be established.
• Any business sanctioned by OFAC or organized in or operating from a comprehensively sanctioned jurisdiction.

Exhibit C — Business Verification Requirements

Provider will not activate the no-charge Core Platform license or enable the Payment Services until each item below is received and verified. Provider may waive, defer, or add items in its discretion.

C-1. Entity

• Articles of organization or incorporation, or fictitious name registration for a sole proprietor.
• Certificate of good standing or equivalent from the state of formation, dated within ninety (90) days.
• EIN confirmation letter, or Social Security Number for a sole proprietor.
• Ownership chart identifying every direct and indirect beneficial owner at or above twenty-five percent (25%).

C-2. Individuals

• Government-issued photo identification for each beneficial owner at or above twenty-five percent (25%) and for at least one control person.
• Full legal name, date of birth, residential address, and last four digits of Social Security Number for each such individual.

C-3. Operations and Licensure

• Address of each Location, with evidence of occupancy such as a lease or utility bill.
• Cosmetology, barbering, massage, esthetics, facility, and establishment licenses required in the jurisdiction of each Location.
• For services performed under medical direction: the supervising practitioner’s license, the medical director agreement, and evidence of a compliant ownership structure.
• Certificates of insurance evidencing general liability and, where applicable, professional liability coverage.
• Published service menu with pricing; published refund and cancellation policy; published privacy policy.

C-4. Financial

• Bank account details in Client’s legal name, evidenced by a voided check or a bank letter.
• Stated expected monthly processing volume, average ticket, and highest anticipated single Transaction.
• Three (3) months of prior processing statements, where Client has processed previously.
• Disclosure of any prior termination by an acquirer, processor, or Card Network, and of any Card Network registry placement.
• Disclosure of any outstanding merchant cash advance, receivables purchase, or factoring arrangement.

C-5. Technical

• Administrative access or authorization for each Third-Party Platform to be integrated.
• Telephony configuration access where AI voice services are subscribed.
• Confirmation of the statement descriptor to be presented to Client Customers.
• Brand and campaign registration information where messaging services are subscribed.

Exhibit D — Sub-Processors and Data Flows

Provider engages sub-processors in the following categories: payment processing; cloud infrastructure and hosting; telephony, voice, and transcription; SMS and chat messaging; email delivery; artificial intelligence model providers; analytics and error monitoring; and support tooling.

The current list of named sub-processors, the purpose of each, and the categories of data each processes is maintained at shamrok.com/legal/subprocessors and is updated in accordance with Section 19.3. That list is incorporated into this Agreement by reference. Provider will give notice of a new sub-processor before it begins processing Client Data.

Client acknowledges that call recordings and transcripts may contain Client Customer voice data and that Client is responsible for obtaining consent under Section 20.1 before such data is created.