TabaPay Platform Processing Terms of Service

These TabaPay Platform Processing Terms of Service (“Terms”), which may be updated from time to time, apply to processing services provided by TabaPay, Inc. (“Processor”) to the GoFundMe platform (the “Platform”) to enable the receipt and disbursement of payments, crowdfunding and other payment activity.

Users of the Platform are referred to in these Terms as “Users” for which Processor processes Transactions related to the Platform, subject to the terms of an agreement between the User and the Platform. As used in these Terms, “User” includes all persons that may interact with the Platform as donors or beneficiaries of crowdfunding campaigns for Transactions.

Users interacting with the Platform are subject to terms and conditions of, or an agreement with, the Platform (the “User-Platform Terms”). The Services performed by Processor are solely in support of GoFundMe and Platform activity.

1. Definitions.

“ACH” means the Automated Clearing House, which is a U.S.-based Payment Network administrated by Nacha that is used to transfer money between bank accounts.

“Applicable Law” means all applicable laws, codes, statues, ordinances, rules, regulations, regulatory bulletins, authoritative interpretations or guidance by, or any binding memorandum of understanding, cease-and-desist order, consent order, legal settlement, written agreement or other agreement with, or enforcement order of, any Governmental Authority applicable to the Platform, Users, Processor or Bank.

“Authorization” means an affirmative response by or on behalf of a Card Issuer that the amount of a Pull Transaction is within the Cardholder’s available purchasing limit and that the Cardholder has not reported the Card lost or stolen.

“Bank” means a U.S. depository financial institution that (i) is authorized by a Network to enable the use of payment methods by effecting Transactions from Users on behalf of the Networks, routing these to the Networks or issuing banks and collecting and settling the resulting funds to the User, (ii) sponsors Processor into the relevant Networks for payment processing and supports Processor’s performance of the Services, and (iii) executes Instructions received from Processor for Transactions.

“Business Day” means any day other than: (i) Saturday or Sunday; (ii) a day on which banking institutions are authorized by law or executive order to be closed (and on which Bank or Processor is in fact closed); or (iii) a day on which the Federal Reserve Bank is closed.

“Card” means a valid credit, debit, prepaid debit, or other payment card in the form issued under license from a Card Network with which Transactions may be initiated.

“Card Issuer” means a financial institution or other person that has issued or otherwise provided or made available a Card to a Cardholder.

“Card Network” means VISA, Mastercard, Discover, STAR, NYCE, PULSE, Maestro, Accel, CULIANCE and other networks that route Transactions to Card Issuers, as such list may be added to or shortened from time to time by Processor at its sole discretion.

“Cardholder” means the person who purports to be the person in whose name a Card is issued.

“Chargeback” means the procedure by which the value of a Transaction (or disputed portion thereof) is returned by Bank to a Card Issuer.

“Custodial Account” means one or more Bank-owned and controlled accounts at Bank held “for the benefit of” Users for the crediting and debiting of proceeds from Pull Transactions and Disbursement Transactions received from the Card Networks and through other payment methods, less Reversals, Chargebacks, and other adjustments and fees.

“Disbursement” means the payment of a money remittance transaction to a Cardholder through a Card Network using the Cardholder’s Card, or to a User through another Network using User’s account information, to receive the funds.

“Governmental Authority” means any federal, state, foreign, local or other governmental department, commission, board, bureau, administrative or regulatory agency, or instrumentality, or any political subdivision thereof, or any court, commission, arbitrator, mediator or similar dispute resolution party.

“Instruction” means an accurate request for the processing of a non-duplicate Transaction sent by a User to the Platform through Platform’s websites or mobile applications.“Loss” means all damages (including, without limitation, amounts paid in settlement), losses, liabilities, costs (including without limitation, court costs, reasonable fees of accountants and other experts and reasonable attorneys’ fees, whether in respect of a third-party claim or a dispute between the parties), taxes, penalties, fines, fees, judgments, assessments, interest, monetary sanctions and expenses incurred by a party, including without limitation, expenses incident to investigating, responding to or defending any action or default, reasonable attorneys’ fees and costs incurred to comply with injunctions and other court and agency orders, but excluding punitive damages (unless such punitive damages are awarded to a third party (including a Governmental Authority, but excluding an affiliate of any party)).

“Network” means a Card Network, ACH network, The Clearing House Real Time Payments “RTP” Network, or other network that offers or regulates a payment method.

“Network Rules” means all rules, policies and regulations, as amended from time to time, of a Network.

“Prohibited Activity” is the list of forbidden purposes for which the Services may not be used. The list of Prohibited Activities is available at https://communications.tabapay.com/tabapaypaymentservices/prohibited.

“Pull Transaction” means the collection of a money remittance transaction from a U.S. bank account of a User of the Services through a Card Network or other Network.

“Receipt” means an electronic receipt or confirmation provided to the Cardholder or User subsequent to a Transaction.

“Representatives” means a party’s employees, directors, officers, service providers and agents.

“Reversal” means the reversing of a completed Transaction.

“Sensitive Data” means any bank account number, Card number, Card expiration date, security code or any information relating to any User’s Transactions and any other “personally identifiable information” or “nonpublic personal information” within the meaning of the Gramm Leach Bliley Act.

“Services” has the meaning set forth in Section 2(a) of these Terms.

“Settlement” has the meaning set forth in Section 9 of this Agreement.

“Transaction” means a Pull Transaction or a Disbursement, or effecting a payment using the Services via another payment method such as ACH or instant payment on the RTP Network.

“Void” means the elimination of a prior Authorization.

2. Description of the Services.

(a) Processor will provide payment processing services for the Platform, including Pull Transactions, Disbursements and funds movement via Cards, ACH or RTP, address verifications, Reversals, Voids, Authorizations, Chargeback processing, Settlement, fraud control, reconciliation, periodic reports, and ongoing support (collectively, the “Services”) to enable Users to receive payments from other Users, make payments to other Users, and facilitate funds movement between Users. Services may include additional services offered by or through Processor for Users, such as Account Updater, Duplicate Card Check, Three-Domain Secure “3DS,” Address Verification Service “AVS”, Account Name Inquiry “ANI”, Sanction screening, Know your customer verification“KYC,” Know your Business verification “KYB, " screening against the Specially Designated Nationals (SDN) List, fraud screening and other support services. Services may only be accessed through the Platform.

(b) Users will use the technology, mobile applications and software services provided by Platform to submit Transactions and receive Settlement for such Transactions in compliance with the Network Rules and Applicable Law (collectively, the “Platform Services”). Platform Services will be provided solely by Platform pursuant to the User-Platform Terms. Processor may assume that the Platform is authorized by each User to use the Services, and submit Transactions on behalf of Users in accordance with the Users’ permissions and Instructions obtained by the Platform from Users.

(c) Pursuant to a User’s authorization, Platform will pass Instructions received by Users to Processor regarding the submission and Settlement of Transactions and Disbursement of funds. Any Instructions provided by Platform to Processor may be relied on by Processor (without the need for further verification) for purposes of processing Transactions and providing the Services hereunder. In no event will Processor be liable to any User for inaccurate or erroneous information provided by a User to the Platform, or by the Platform to Processor.

(d) Processor’s acceptance of a User as a user of the Services and the relevant payment methods is strictly personal and limited to the authorized use by User of the Services for payment of User’s own purposes. Users may not use the Services to facilitate payment Transactions for products, services or purposes sold or used by third parties and there for may not resell the Services to third parties. Each User shall use the Services solely in the pursuit of User’s purposes.

(e) Pursuant to an agreement among Processor, GoFundMe Inc. and Bank, a Custodial Account is established by Bank to support funds movement as described in these Terms. Neither Processor nor Platform receive or hold any funds from any Transactions. Transaction funds are held by the Bank in a Custodial Account until disbursed from the Custodial Account or otherwise returned to a User payor.

(f) By using the Services to complete a Transaction, each User agrees that any Transaction Receipt may be provided electronically. Users should retain the Receipt as a record of the Transaction.

3. Pull Transactions.

(a) Pull Transactions may be made to transfer funds into the Custodial Account by, or by persons on behalf of, User payors pursuant to payment Instructions. To effect a Pull Transaction, the Platform will deliver to Processor Instructions received from Users, using Platform technology and software services or Processor’s API and portal. Processor will deliver those Instructions to the appropriate Network and Bank, and the Network and Bank will settle the Pull Transactions, normally on the next Business Day.

(b) User payors must identify and provide to the Platform the identification details regarding the U.S. bank account from which Pull Transactions are to be made, and provide such account information requested by Processor in order to confirm that the bank account is owned by the User payor and can receive Pull Transactions via the ACH, Card of other applicable payment method.

(c) Processor or Bank may refuse to accept any Pull Transaction or revoke their prior acceptance in the following circumstances: (i) the Pull Transaction was not made in compliance with any of these Terms; (ii) the User payor disputes their liability for the Pull Transaction for any reason; or (iii) Bank determines that the Transaction involves suspicious activity or accepting the Pull Transaction is not consistent with safe and sound banking practice. The User payor must pay Bank or Processor, as appropriate, any amount previously credited to the Custodial Account or a User payee for a Pull Transaction not accepted or later revoked by Processor or Bank.

(d) The amount, number and frequency of Pull Transactions shall be subject to the User-Platform Terms, and may be limited by Processor as necessary to protect data security, avoid Transactions that put the Services at material risk, and comply with Applicable Law and Network requirements.

4. Disbursement Transactions.

(a) Disbursements may be made from the Custodial Account to User payees pursuant to payment Instructions. To effect a Disbursement, the Platform will deliver to Processor Instructions received from Users, using Platform technology and software services or Processor’s API and portal. Processor will deliver those Instructions to the appropriate Network and Bank, and the Network and Bank will settle the Disbursement, normally on the next Business Day.

(b) User payees must identify and provide to the Platform the identification details regarding the U.S. bank account into which Disbursements are to be made, and provide such account information requested by Processor in order to confirm that the bank account is owned by the User payee and can receive a deposit of funds via the ACH, Card or other applicable payment method.

(c) User payees will deliver Disbursement Instructions, in accordance with the User-Platform Terms, to Platform for delivery to Processor only if and to the extent that the applicable User payors have deposited into the Custodial Account good and available funds equal to or exceeding the User payee’s Disbursement Instructions (the “Prefunding Obligation”). Processor and Bank have no obligation to process any Disbursement for which the Prefunding Obligation has not been met. In the event the Prefunding Obligation is not met, in addition to any rights and remedies in the User-Platform Terms, the User will reimburse Processor and Bank within one Business Day.

(d) Processor or Bank may refuse to complete any Disbursement or revoke their prior acceptance in the following circumstances: (i) the Disbursement was not made in compliance with any of these Terms or the User-Platform Terms; or (ii) Bank determines that the Transaction involves suspicious activity or accepting the Disbursement is not consistent with safe and sound banking practice. The User payee will pay Bank or Processor, as appropriate, any amount previously credited to the User payee for a Disbursement later revoked by Processor or Bank.

(e) The amount, number and frequency of Disbursements shall be subject to the User-Platform Terms, and may be limited by Processor as necessary to protect data security, avoid Transactions that put the Services at material risk, and comply with Applicable Law and Network requirements.

5. Authorization.

a) Users must not submit an Instruction for a Transaction that has not been previously authorized for Settlement.

(b) Users must not attempt to obtain Authorization for any amount not authorized by a Cardholder. Users acknowledge that (i) an Authorization provides only that the Cardholder account has sufficient credit available to cover the amount of the Transaction, (ii) an Authorization is not a guarantee of payment, and (iii) an Authorization will not waive any provision of these Terms or otherwise validate a fraudulent Transaction or a Transaction involving the use of an expired Card or an invalid account number. Receiving an Authorization will not relieve a User of liability for Chargebacks.

6. User’s Account; Funds Availability.

(a) Processor’s responsibility for Transactions is limited to providing Instructions to the Bank. Any problem with the U.S. financial institution from which funds are requested in a Pull Transaction, or into which funds are to be disbursed in a Disbursement Transaction, including any holds implemented by the financial institution, or incorrect account information provided in an Instruction must be corrected by the User, and the User will be responsible for retrieving any such funds transferred in error.

(b) The amount, number and frequency of Pull Transactions and Disbursement Transactions remain subject to authorization by the financial institution from or into which funds are to be transferred and any applicable terms and conditions established by the financial institution. Funds remitted through use of the Services will be made available or credited, as applicable, by the User’s financial institution in accordance with the terms and conditions established by the financial institution. Processor is not responsible for any delay with respect to when transferred funds will be made available or credited to Users, or any failure of a User’s financial institution to accept or properly process any funds remitted to it.

7. “Know Your Customer” and Fraud Check.

(a) In certain instances, Processor will conduct identity verification and “Know Your Customer” due diligence and fraud checks on a User prior to the processing of any Transaction for such User. Such diligence may include address verification for such User. Users must on first request from Processor provide such additional information and supporting documentation as Processor may reasonably request as necessary to comply with Applicable Law, Network Rules or “Know Your Customer” requirements. Processor may run further checks on a User’s identity, creditworthiness and background by contacting and consulting relevant registries, government authorities and User associations. Use of the Services constitutes Users’ authorization to Processor to submit registration Information received from Users to the relevant Networks and Banks supporting the Services to obtain permission for providing access to the payment methods for Users included in the Services. Users warrant that all such registration information provided is correct and up to date.

(b) Users must provide, or cause to be provided, all data that Processor requests for processing a Transaction, including data needed for fraud checks. Processor may inform Users via the Platform of the data needed to be able to process Transactions and conduct fraud checks under applicable Network Rules. If a User fails to provide the requested data with each Transaction, Processor may suspend Transaction processing as required by applicable Network Rules or directive of a Bank. Platform is required to access individual Transaction level data to provide support to Users for Transactions, and manage user settings of the Users with respect to the Services (including value added services) on Users’ behalf.

(c) Processor may perform fraud checks on Transactions to determine the likelihood of a Transaction being fraudulent. Such fraud checks do not guarantee the prevention of fraudulent Transactions or resulting Chargebacks, Reversals or fines. Processor reserves the right to cancel Transactions that Processor has reasonable grounds to suspect to be fraudulent or involve criminal activities, even if Processor’s fraud checks fail to block the Transaction.

8. Payment Methods.

a) Initial and continued support for each payment method is subject to acceptance by the relevant Network or Bank, and such acceptance may be withheld or withdrawn in such party’s discretion at any time. Supported payment methods included in the Services may be discontinued, or the characteristics of payment methods or the acceptance criteria under which payment methods are made available may change from time to time. As a result, Processor may be forced to block Users from further use of one or more payment methods or impose additional restrictions or conditions on their continued use. Processor will make reasonable efforts to give at least 30 days’ notice to Platform of any discontinued or materially changed support of any payment method, unless the circumstances underlying the discontinuance or change do not allow for such notice, in which case Processor will give as much notice as reasonably possible given the circumstances.Processor will use commercially reasonable efforts to offer Platform an alternative for any discontinued payment method.

(b) Different payment methods have different rules regarding reversibility of Transactions. For example, Transactions via Visa Direct, Mastercard Send and RTP are designed to be real-time payments that are not reversible. Reversibility of Transactions is subject to Network Rules.

9. Settlement.

(a) Processor transmits Instructions to the appropriate Network to enable Bank to settle Transactions. All Settlement funds from such Instructions are received, held and transferred by Bank and not Processor or Platform.

b) Transactions are settled when Bank, using Processor reports based on Platform Instructions from its Users, credits the Custodial Account with proceeds from Pull Transactions received from the Card Networks or other Networks, less Reversals, Chargebacks, and other adjustments and fees, or debits the Custodial Account for Disbursements, with appropriate crediting or debiting of the applicable Network Settlement account.

(c) Settlement funds received from Card Networks or other Networks for Pull Transactions will settle first into the Custodial Account, then will be settled between the Bank and the User into the User’s bank account at a financial institution. Funds in the Custodial Account may be commingled. Settlement funds in the Custodial Account are not insured by the FDIC. No interest will be payable on funds in the Custodial Account.

(d) Bank reserves the right to adjust amounts collected to reflect the amount of Reversals, Chargebacks, fees, penalties, late submission charges, reserve deposits, and items for which Bank did not receive final payment. Settlement of funds will be in United States Dollars.

10. User Obligations and Restrictions.

(a) Users of the Services must be a U.S. citizen or legal alien residing in one of the fifty (50) states, or the District of Columbia. Users of the Services must be at least eighteen (18) years of age (or nineteen (19) for Users residing in a state where the age of majority is nineteen (19)), provided, however, that persons who are under the age of majority may use the Services if authorized by a parent or guardian, subject to any restrictions in the User-Platform Terms.

(b) All personal information provided to Processor by Platform or Users in connection with the Services must be true, correct and complete.

(c) Users may only use the Services for payments as authorized, permitted and agreed to pursuant to the User-Platform Terms. Users shall not use the Services for Prohibited Activity or for Transactions (i) where a User’s intended use of the Services is illegal, or (ii) which are restricted or prohibited by Processor, as needed, in Processor’s discretion, to ensure compliance with Applicable Law or Network Rules, prevent high levels of Chargebacks or Reversals, or to reduce exposure to potentially fraudulent or illegal Transactions. Users will be informed of such updates by Platform. Processor’s provision of Services to Users shall not be interpreted as a determination or opinion of Processor as to the legality of any User’s intended use of the Services.

(d) Users are liable to Processor for any revoked Transaction, whether revoked by the User, Network, Processor or Bank. Processor and Bank may debit a User’s bank account to recover any revoked Transaction, and use of the Services constitutes Users’ authorization to Processor and Bank to debit the User’s bank account to recover any revoked Transaction. This authorization is continuous during a User’s use of the Services and for twelve (12) months after termination of Services. Excessive revocations will result in termination of the Services, in Processor’s sole discretion.

11. Taxes.

Users must pay all taxes and other charges imposed by any Governmental Authority on the Services or use of the Services, excluding income taxes imposed on Processor. Users must use reasonable efforts to ensure that Processor will not be held liable for any value added taxes and other taxes or levies including penalties, interests, surcharges due on any product or service of a User or the Platform (including but not limited to any Transactions, or User products and services) and costs or damages related to such taxes (collectively, "Taxes"), and shall promptly inform Processor of any such liability and provide Processor with all relevant information and documentation related to such liability. Users shall defend, hold harmless and indemnify Processor from and against any Taxes. The User and Platform shall be jointly and severally liable to Processor for any such Taxes.

12. Compliance with Applicable Law and Network Rules.

(a) Each User of the Services must remain throughout the term of use of the Services in full compliance with Applicable Law and the Network Rules. Users will be solely responsible for conforming to the Network Rules. Users will consult legal counsel if necessary to ensure such compliance. If a Network assesses fines or fees, or if any Governmental Authority files a complaint against a User related to any activities of the User under these Terms, such User will be responsible to Processor for any fines and fees, and legal fees incurred by Processor in connection with such complaint. Where Processor becomes aware of or receives any notice of a potential exposure to a fine related to any User activity, the User must promptly cooperate with any investigation into the relevant circumstances and remedy the relevant violation.

(b) User must comply with the Network Rules regarding use of the Card Network marks, fraud prevention, acceptance of Cards, data security, risk management and Transaction processing, and must always use reasonable efforts to mitigate risks associated with the foregoing.

(c) Users must not submit or resubmit an Instruction for a Transaction that (i) was previously disputed by a User, was subsequently returned to the User or was the subject of a Reversal or a Chargeback, (ii) the User knows or should have known violates Applicable Law or the Network Rules, (iii) the User knows or should have known to be either fraudulent or not authorized by the Cardholder or User, (iv) does not result from an act between the User and the Cardholder or otherwise intended to hide the true source and nature of the Transaction (laundering), or (v) entails the transfer of funds to a recipient that is located in a jurisdiction identified as a prohibited area for Bank’s Transaction sponsorship, or is related to an industry that is prohibited by Bank for Transaction sponsorship.

(d) Users must ensure that its Representatives are trained in the Network Rules.

13. Fees.

Fees for the Services will be as provided in Processor’s agreement with the Platform.

14. Data Security.

(a) If Processor suspects or experiences a data breach that exposes or potentially exposes any Sensitive Data, then Processor will notify Platform within twenty-four hours of learning of or suspecting such breach, and will be responsible to the Platform for any third-party fines and fees, and legal fees required for the Platform to complete its responsibilities relative to any data breach, including the cost of notifying affected Users.

(b) Platform will report to Processor any inquiry, investigation, notice or other correspondence that Platform receives from any Governmental Authority regarding Platform’s alleged violation of Applicable Law, within three Business Days of Platform’s receipt thereof.

(c) To the extent Platform stores, accepts or transmits Sensitive Data, Platform will be PCI DSS compliant per the Rules and PCI DSS.

15. Recoupment and Set-Off.

Processor has the right of recoupment and set-off of any amounts due to a User against any amounts owed or other liabilities of such User, now or at anytime hereafter due, owing or incurred by the User to Processor under these Terms. This right of set off is in addition to any right to set-off Processor may be entitled to as a matter of law.

16. Integration of Processor System.

(a) Users will integrate with the payment system of Processor via the systems of Platform. Users shall set up its integration with the payment system of Processor with the assistance of Platform as agreed between the User and the Platform. Processor is not responsible for such integration but will ensure the payment system and portal is available for use by Platform and Users for such purpose and will where needed provide second line support for such integration via Platform.

(b) Processor reserves the right to change or amend its APIs, portal or processing system at anytime, to change the functionalities and characteristics of such utilities, or provide Users with a new version.

17. User Communications; Notices.

All first line communications with Users regarding the use of the Services will run through Platform. Written notices to Users regarding use of the Services may be provided by Processor through the portal or electronically by email, text message, or telephone. Notices to Processor may be provided by Users to TabaPay, Inc., 450 Cambridge Avenue, Palo Alto, CA 94306. Processor may monitor and record telephone and electronic communications at any time, without further notice to Users or any party to the communication except as required by Applicable Law

18. Chargebacks and Refunds.

(a) In addition to Users’ responsibility to Platform pursuant to the User-Platform Terms, Users are financially responsible to Processor for all Chargebacks and Reversals. Contemporaneously with each Pull Transaction, a contingent and unmatured claim for Chargeback accrues against the User in favor of Processor and the applicable Bank. Processor will offset refunds, Chargebacks, fines, and other, similar debits against the next Settlement, and User payees approve of such offset.

(b) If a Cardholder is receiving excessive Chargebacks, then Processor may immediately suspend the provision of Services to such Cardholder or User (whether a donor or beneficiary of a crowd funding campaign). If a User is identified in a Card Network Chargeback program or receives excessive Chargebacks (as determined by reference to applicable Network Rules or Processor policy), then (i) the User will be responsible to Processor for any fines and third-party fees and expenses arising therefrom; (ii) Processor may, in its sole discretion, immediately suspend the Services until the User obtains Processor approval of and implements a Chargeback remediation plan; (iii) the User will adopt a Chargeback remediation plan approved by Processor; and (iv) if the User receives excessive Chargebacks in any calendar month within the six months immediately following resumption of Services, then Processor may terminate the Services.

19. Intellectual Property Rights.

Processor owns the API, portal, and associated documentation (“Processor IP”). In the performance of the Services, Processor grants the User a non-exclusive, non-transferable, non-assignable, non-sub-licensable license to use the Processor IP to access the Services solely for the purpose of facilitating Transactions on the Platform. Processor grants no license, by implication or otherwise, except for the explicit license granted in this Section, and all rights to the Processor IP not granted herein remain with Processor. At Processor’s sole discretion, Processor may modify, add features, or otherwise change the Processor IP. A User’s failure to comply with documentation associated with Processor IP might result in damages suffered by the User, for which failure the User accepts full liability and responsibility. Users may not reproduce, distribute, display, publish, or reverse engineer the Processor IP.

20. Information Collection and Use.

Users must provide personal identification information in connection with use of the Services. Processor will process information provided in connection with use of the Services. including Users’ Platform registration information or any personal identification information, in accordance with Applicable Law and Processor’s Privacy Policy, which describes how information collected may be used, shared and safeguarded. Processor’s Privacy Policy can be viewed at https://tabapay.com/privacy.

21. Confidentiality.

No party will disclose or make confidential information of another party available to third parties (other than to a party’s Representatives who are under a written obligation to the receiving party regarding confidentiality at least as restrictive as the obligations set forth in this Section) without the other parties’ written permission. No party will use confidential information of another party except as permitted under these Terms. Processor may disclose detailed information about Transactions, individually and in the aggregate, and other information relating to Platform activity and Users to third parties that, in Processor’s reasonable discretion, require the information to facilitate the Services and who are subject to confidentiality restrictions that are at least as great as those set forth in these Terms, or as requested by Governmental Authorities or pursuant to a subpoena, legal order for disclosure, or Applicable Law.

22. Duration of Services.

(a) The Services support Users’ participation on the Platform. Availability of the Services to Users is subject to the User-Platform Terms.

(b) Processor may terminate the Services, in whole or part, with respect to a User:

(i) If the User materially breaches any of these Terms, Applicable Law or Network Rules in the context of using the Services;

(ii) If the User’s agreement with Platform for the use of the Platform Services terminates, or if the User is in breach of the User-Platform Terms;

(iii) If Processor’s agreement with Platform terminates or no longer authorizes Processor to perform the Services;

(iv) If the User has excessive Transaction revocations;

(v) immediately on suspicious Transaction activity, at Processor’s sole discretion;

(vi) If a Network or Bank demands Processor to stop or suspend providing Services to Users with respect to any payment methods made available by such Network or Bank for the Services.

23. Limitation of Liability.

(a) The liability, if any, of Processor for the provision of the Services, whether to a User or to any other person, will not exceed in the aggregate, the difference between (i) the amount of fees received by Processor for Transactions that are processed using the Services during the twelve calendar-month period immediately preceding the date of the Transaction out of which the liability arose, and (ii) assessments, Chargebacks, Reversals and permissible offsets against such Transaction fees that arose during such twelve-month period; provided that the foregoing limitation of liability will not apply to Losses caused by fraud by Processor.

(b) NO PARTY WILL HAVE ANY LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS OPPORTUNITIES) REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED, OR IS AWARE, THAT SUCH DAMAGES HAVE BEEN OR MAY BE INCURRED.

24. Warranty Disclaimers.

PROCESSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES IT PROVIDES HEREUNDER. PROCESSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHOULD THERE BE ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS RESULTING FROM PROCESSOR’S PERFORMANCE OR FAILURE TO PERFORM OF ANY KIND, PROCESSOR’S LIABILITY WILL BE LIMITED TO CORRECTING SUCH ERRORS IF COMMERCIALLY REASONABLE.

25. Indemnification.

Users of the Services indemnify, defend and hold Processor harmless from any Losses arising out of or related to: (a) any claim relating to a dispute between a User and a Cardholder or a customer of a User, or any claim regarding a completed Transaction that is made by anyone by way of defense, dispute, offset, counterclaim or affirmative action; (b) a User’s breach of any representation, warranty, obligation or term of or under these Terms, or in User registration information; (c) a User’s failure to comply with the Network Rules or violation of Applicable Law and any associated Network or other fines or penalties; (d) a User’s negligence or willful misconduct in the performance of its obligations under these Terms; (e) fraud by a User, its Representatives or any Cardholder; or (f) a User’s use of the Platform Services; and (h) all third-party claims arising from the foregoing.

26. Amendments.

Processor may, to the extent permitted by Applicable Law, amend these Terms from time to time by posting the amended Terms on the Platform website. Any such amendment will be effective upon such posting to the Platform website. Processor will promptly notify Platform of material amendments to these Terms.

27. General Provisions.

If any provision of these Terms is deemed illegal or unenforceable, the invalidity of that provision will not affect any of the remaining provisions. These Terms will be binding upon and inure to the benefit of the parties’ respective heirs, personal representatives, successors and assigns. These Terms express the entire understanding of the parties with respect to the provision of Services and constitutes a fully integrated document. These Terms will be governed and construed under the laws of the State of California without reference to its conflict of laws provisions. All claims or controversies between the parties related to these Terms, which are not otherwise settled by agreement of disputing parties, will be submitted to and decided by binding arbitration as set forth in Section 28. Failure by Processor to enforce one or more of the provisions of these Terms will not constitute a waiver of Processor’s right to enforce the same or other provision in the future. Each party will be released from liability for any Loss, delay or failure in its performance of any of its obligations under these Terms to the extent that such Loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, pandemic, governmental requirements, civil and military authority, civil unrest, data trespass, inability to secure materials or labor, or any other event or circumstance that is beyond such party’s reasonable control. References to the singular include the plural, and vice versa. The word “including” or “includes” will be deemed to be followed by the words “without limitation.”

28. Arbitration of Claims.

Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination or the scope or applicability of this arbitration provision, will be determined by arbitration at JAMS in San Jose, California before one arbitrator reasonably acceptable to both parties with expertise relevant to the dispute. If the parties cannot agree upon an arbitrator, an arbitrator will be selected in accordance with the JAMS Rules. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (together, the “JAMS Rules”). Judgment on the award may be entered in any court having jurisdiction. This clause will not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. No claim will be arbitrated on a class or purported representative basis or on behalf of the general public or other persons allegedly similarly situated. This Section is made pursuant to a transaction involving interstate commerce and is governed by the Federal Arbitration Act (the “FAA”). The arbitrator will apply California procedural law and applicable statutes of limitations and honor claims of privilege recognized by law. The arbitrator’s decision will be final and binding, except for any rights of appeal provided by the FAA. The arbitration proceeding and all information submitted, relating to or presented in connection with or during the proceeding, will be deemed confidential information not to be disclosed to any person not a party to the arbitration.