Payment Processing Terms

Our Role The Moovs Payments service (“Moovs Payments” or the “Payments Services”) is a: (i) payment account boarding; (ii) payment underwriting; and, (iii) payment data transmission service that helps you integrate with a payment processor (the “Processor”), as described more fully in this Agreement. The Payments Services may also apply to your use of point-of-sale equipment (“POS Equipment”), subject to availability and to your election to procure the same. You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.Under the separate Moovs Merchant Terms of Service (the “Moovs Merchant Terms”), Swoop, INC.. provides you with its online storefront, shopping cart, customer management, marketing, and other services (collectively, the “Moovs Merchant Services”). The Moovs Merchant Terms are incorporated herein by reference and by accepting this Agreement you are also accepting them.Neither Swoop, INC. nor Moovs Payments is a bank, payment institution, or money services business, but are instead, respectively, a supplier of the Moovs Merchant Services supplied under the Moovs Merchant Terms and of the Payments Services under this Agreement.The Processor The Processor is Stripe, Inc., organized under the laws of Delaware, which is a technical services provider and may offer the services as an agent of one or more financial institutions in United States (each, a “Financial Services Provider”). The processing and settlement of Transactions (as defined below) (“Payment Processing”) is carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement, including the United States Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor.Moovs is not a party to the Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”). We reserve the right to change the Processor, subject to the terms of our agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.The Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (“Card Not Present Transactions" or “CNP Transactions”). If applicable, POS Equipment permits transmission of data to the Processor from in-person, point-of-sale transactions (“Card Present Transactions" or “CP Transactions”), as well as manually entered transactions (“Keyed Transactions”). CNP Transactions, CP Transactions and Keyed Transactions shall be referred to herein, collectively, as “Transactions”.Your Role To utilize the Services, you must be a business located in United States.The Payments Services Moovs hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Payments Services (the “License”). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Payments Services or other intellectual property rights except the limited License of use set out above.You shall not: (i) permit any third party to access the Payments Services, including, but not limited to, your Moovs Admin on our website (the “Moovs Admin”), except as permitted herein, and to carry out Transactions; (ii) create derivate works based on the Payments Services; (iii) copy, frame or mirror any part of the content of the Payments Services, other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of the Payments Services; or, (v) access the Payments Services in order to build a competitive product or service.It is your responsibility to obtain your customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express or other applicable Card networks’ (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).POS Equipment If applicable, you may elect to purchase POS Equipment from Moovs that will allow you to accept CP Transactions and Keyed Transactions. POS hardware may be purchased on the Moovs hardware store located here: www.Moovs.com/pos/hardware (the “POS Equipment Store”). POS software may be downloaded for iOS devices from the Apple App Store under the title “Moovs POS” or “Moovs”. Your use of the Moovs POS hardware and software is subject to the applicable sections of the Moovs Merchant Terms of Service.Payment Methods The Payments Services support most Payment Network Cards, including credit, debit, pre-paid, or gift cards. You assume sole and exclusive responsibility for the use of the Payments Services. You also assume sole and exclusive responsibility for Transactions under the Processor Terms. You are solely responsible for verifying the identity of customers and of the eligibility of a presented Card used to purchase your products and services, and Moovs does not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back (see section D5 below). You are solely responsible for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback. Moovs or the Processor may add or remove one or more types of Payment Networks or Cards, in their sole discretion, at any time, without prior notice to you.Customer Service Moovs will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Payments Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, but Moovs will provide reasonable assistance in liaising between you and the Processor concerning the Payment Processing services. You assume sole and exclusive responsibility for providing customer service or support to your customers for any and all issues related to your products and services, including, but not limited to, issues arising from the processing of Cards through the Payments Services.Taxes You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Payments Services ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, your jurisdiction or elsewhere. We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. Moovs retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Moovs deems such reporting necessary. You hereby indemnify and hold Moovs harmless from and against any and all liability related to Taxes and filings made by Moovs in respect thereof.You agree to receive all federal and state tax statements in an electronic format and acknowledge that paper tax statements will not be provided. We will notify you when an electronic statement is available by posting a notice in your Moovs Admin or emailing it to the email address listed in your Moovs Account. Specific instructions for access and download will be included.In the event you withdraw consent with the Moovs Merchant Terms and/or these terms, you will receive all electronic tax-related statements for the duration of time the agreement was authorized.Your Customers If prohibited by law, you will not impose any fee or surcharge on a customer that seeks to use an eligible Card. You will provide an informational slip or receipt to your customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law.Security We maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access, accidental loss, or modification. Moovs cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.Data Security You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data", and as pertains to your customers, “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide Moovs with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Card information, including a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all the Payment Network Rules. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.Audit Right If Moovs believes that a security breach, personal data breach, or other compromise of data may have occurred, Moovs may require you to have a third-party auditor that is approved by Moovs conduct a security audit of your systems and facilities and issue a report to be provided to Moovs and, at Moovs’s discretion, to the Processor, its Financial Services Provider, Payment Networks, and law enforcement, at your sole cost and expense.Privacy Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, our Data Processing Addendum, and the Processor’s Privacy Policy. Our Privacy Policy and Data Processing Addendum are hereby incorporated into this Agreement. Moovs’s Privacy Policy and the Processor’s Privacy Policy contain important information about the collection, use, retention, and disclosure of personal information, as well as other important matters, and explains how and for what purposes we and the Processor collect, use, retain, disclose and safeguard the information you provide to us. You agree that Moovs’s Privacy Policy and the Processor’s Privacy Policy may be modified at Moovs’s or the Processor’s option, if necessary, and you will check each Privacy Policy on a regular basis. You also acknowledge that the Processor is required to report your business name and the name of your principals to the Member Alert to Control High-Risk merchants list of MasterCard (“MATCH List”) maintained by MasterCard and accessed and updated by American Express, to the VMAS database upheld by Visa Europe, and/or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Payment Network Rules. Additionally, you agree that Moovs’s collection, use, retention, and disclosure of personal information is subject to our Data Processing Addendum.We will at all times comply with the provisions of applicable data protection law, including the EU General Data Protection Regulation (“GDPR”), as applicable. If we process any of your personal data when performing our obligations under this Agreement, we will do so as a “data controller”, as defined by the GDPR. If we process any Cardholder Data on your behalf, we and you both agree that it is our intention that you shall be the “data controller” and we shall be the “data processor” in relation to that data, as those terms are defined in the GDPR. We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time. Additionally, you acknowledge that the Processor acts as a “data controller”, or as otherwise agreed between you and the Processor, with regards to any personal data that they may process under this Agreement and that we are not responsible for how they process such data.We will notify you (within a reasonable time frame) if we receive a request from a person to have access to, or to erase that person’s personal data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement. You acknowledge that such requests may be subject to independent legal retention or confidentiality requirements, as permitted by the GDPR.We will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, helping you to comply with any data subject access requests (within the relevant timescales set out in applicable data protection legislation), and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use and process the personal data in the Cardholder Data that you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instruction.You consent to the exchange of your information between the account you have established through the Moovs Merchant Services and the Payments Services established under this Agreement. Moovs will commingle such accounts and refers to them together in this Agreement as the “Moovs Payments Account”.Additionally, when you elect to use a third party sales channel integration made available through the Moovs Merchant Services (e.g. choosing to sell your products on Facebook) your transactions on such third party sales channel (“Third Party Channel”) may be processed by Moovs Payments. Where Moovs Payments process transactions on your behalf on a Third Party Channel, you agree and consent to Moovs sharing or disclosing your data (including personal information) with the operator of the Third Party Channel in the context of a data breach or audit, if Moovs is required to do in connection with its performance of the Payments Services.Where a data subject is located in the U.K. or the European Economic Area that data subject's personal data will be processed by Moovs International Limited, in accordance with our Privacy Policy. As part of providing the Payments Services, this personal data may be transferred to other regions, including to Canada and the United States. Additionally, in order to process, use, record, and disclose your personal information, information related to your business, and Data, we or our agents may transfer such information to and receive it from the Processor, its Financial Services Provider, or their respective agents and, in so doing, we may transmit or possess it outside of your jurisdiction.Additionally, in order to provide the Payments Services, we use a variety of third party “sub-processors” that fall into many broad categories—for example, we use sub-processors to help us: (i) protect you and Moovs from potentially risky transactions, security threats, or fraud; (ii) perform administrative tasks; (iii) deliver portions of the Payments Services (e.g., third parties that work with us to actually process credit card payments or conduct any shipping); (iv) develop and improve our products and the Payments Services; (v) generate analytics or other information relating to the Payments Services; and, (vi) build our technical infrastructure (e.g., using cloud storage providers or information security vendors). By using the Payments Services, you consent to our use of sub-processors, which is described in more detail in our Privacy Policy.Privacy of Others You represent to us that you are in compliance with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal data, including through the Payments Services. Additionally, you represent to us that you have obtained all necessary rights and consents under applicable law to allow us and the Processor to collect, use, retain, and disclose any Cardholder Data that you provide to, or authorize us to collect, including information that we may collect directly from you of your customers via cookies or other means and to use that data to provide the Payments Services (e.g., to process Transactions and to screen for fraud or compliance purposes).Further, you represent that we will not be in breach of any such laws by collecting, receiving, using, and disclosing such information in connection with the Payments Services as described in our Privacy Policy. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we will collect and process their Cardholder Data in our supply of the Payments Services to you, and that in so doing we may transmit or possess it outside of your or their jurisdiction, and that it may be subject to disclosure as required by applicable law.If you receive information about others, including cardholders and other customers, through the use of the Payments Services, you must keep such information confidential and only use it in connection with the Payments Services or as otherwise permitted by the subject of such information.You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the subject thereof to do so. You may not disclose Cardholder Data to any third party other than in connection with processing a Transaction requested by your customer.Restricted Use You are required to obey all laws, rules, and regulations applicable to your use of the Payments Services (e.g., including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from your sale of goods or service to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell the Payments Services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; (v) use the Payments Services or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules; or, (vi) work around any of the technical limitations of the Payments Services or Moovs’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the Payments Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law.You further agree not to permit any third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (iii) permit any third party to use and benefit from the Payments Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Services or Moovs’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the Payments Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Payments Services, prevent access to or use of the Payments Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or, (vii) otherwise use the Payments Services except as expressly allowed under this section.Suspicion of Unauthorized or Illegal Use We reserve the right to not provide the Payments Services in respect of any Transaction you submit that we believe, in our sole discretion, is in violation of this Agreement, any other Moovs or Processor agreement, or exposes you, Moovs, the Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Moovs Payments Account.Payment Network Rules The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. You are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard and American Express are available on the Internet at the following links: Visa, MasterCard and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.Disclosures and Notices You agree that Moovs can provide disclosures and notices, including tax forms, that we deem appropriate regarding the Payments Services to you by posting such disclosures and notices in your Moovs Admin, emailing them to the email address listed in your Moovs Account, or mailing them to the address listed in your Moovs Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your Moovs Admin or emailed to you, unless we receive notice that the email was not delivered.Automatic Reminders We may use automated telephone dialing, text messaging systems, and email to provide messages to you about your Moovs Payments Account. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or another party. These messages may also be recorded by your answering machine or voicemail. You give us permission to call or send a text message to any telephone number that you have given us and to play pre-recorded messages or send text messages with information about this Agreement or your account over the phone. You agree that we will not be liable to you for any such calls or electronic communications even if information is communicated to an unintended recipient. You understand that when you receive such calls or electronic communications you may incur a charge from the company that provides you with telecommunications, wireless and/or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number or email address you have previously provided to us.

Registration The Payments Services are only made availableto persons in United States that operate a business selling goods and services.You may not use the Payments Services for non-commercial, personal, family, orhousehold purposes. To use Moovs Payments for your business, you are requiredto register for a Moovs Payments Account. When you register for a MoovsPayments Account, we will collect information such as your name (if you are asole proprietor), your business or trade name, your address, email, phonenumber, business identification or registration number, and certain otherinformation that we require. We may also collect personal information(including name, birthdate, and government-issued identification number) aboutyour beneficial owners or principals. You may register as an individual (sole proprietor) or as acorporation or other legal entity. If you register as a corporation or otherlegal entity, you must be authorized to act on behalf of such entity, have theauthority to bind the entity to this Agreement, and you must agree to thisAgreement on behalf of such entity. If you have so agreed, the term"Merchant", “you” or “your” will mean you, the natural person actingas a business, if you are a sole proprietor, or if you have registered as acorporation or other legal entity, it will mean that entity. You understandthat by registering for a Moovs Payments Account, you are also registering fora Processor Account under the Processor Terms and that you are simultaneouslyproviding your information to Moovs for the purpose of opening a Moovs PaymentsAccount, and to the Processor for the purpose of establishing your ProcessorAccount. Company Descriptions and Site URL As part of yourregistration, you must provide the name under which you do business (which maybe the business’ legal name or a "doing business name") (e.g. MyStoreOnline Widgets) and a billing descriptor. These two fields and your site URLmay appear in your customers’ credit or debit card statements. To avoidcustomer confusion and Transaction disputes it is important that you enter adescription that clearly identifies your business. You hereby agree to indemnifyus from any costs, liabilities, losses, or expenses from disputes due to yourfailure to do so. Verification and Underwriting To verify your identity, wemay require additional information, including your company registration numberor business number, your HST, GST, or tax number, and, if applicable, your dateof birth. We may also ask for additional information to help verify youridentity and assess your business risk, including, but not limited, to businessinvoices, reseller authorization or distributor information, a driver’s licenseor other government issued identification, or business license, for you or forany of the owners or principals of your business. We may ask you for yourfinancial statements. We may request your permission to do a physicalinspection at your place of business and to examine books and records thatpertain to your compliance with this Agreement. Your failure to comply with anyof these requests within five (5) days may result in suspension or terminationof your Moovs Payments Account and the Processor Account. You authorize us toretrieve additional information about you from third parties and otheridentification services. We reserve the right to hold funds in your MoovsPayments Account while awaiting the information requested above. Moovs may useyour information to apply for card merchant acquiring accounts on your behalfwith certain Payment Networks (such as American Express). After we have collected and verified all your information,we will review your account and determine if you are eligible to use thePayments Services. We will notify you once your Moovs Payments Account has beeneither approved or deemed ineligible for use of the Payments Services. By accepting the terms of this Agreement, you are providingus with authorization to retrieve information about you by using third parties,including credit bureaus and other information providers. You acknowledge thatsuch information retrieved may include your name, address history, credithistory, and other data about you. We may periodically update this informationto determine whether you continue to meet the eligibility requirements for a MoovsPayments Account. You agree that Moovs is permitted to contact and shareinformation about you and your application (including whether you are approvedor declined), your Moovs Payments Account, and the Processor Account with theProcessor and other third parties in order to perform the Payments Services.This includes sharing information: (i) about Transactions for regulatory orcompliance purposes; (ii) for use in connection with the management andmaintenance of the Payments Services; (iii) to create and update our and theircustomer records about you, and to assist us and them in better serving you;and, (iv) to conduct our and their risk management process. Designated Country In registering for a Moovs PaymentsAccount, you are obliged to identify the location from where you are operatingthe business that will use the Payments Services in United States. Byregistering for a Moovs Payments Account, you are confirming that you areeither a legal resident of United States or you are duly established and, ifnecessary, registered or licensed as a business entity authorized to conductbusiness in United States. The Payments Services and Moovs Payments Account mayonly be used in United States. By accepting this Agreement, you confirm thatyou will satisfy these requirements. Prohibited Businesses The following categories of businessesand business practices are prohibited from using the Payments Services(“Prohibited Businesses”). Prohibited Business categories may be imposed by lawor through the Payment Network Rules, by Moovs or the requirements of theProcessor’s Financial Services Providers. The types of businesses listed beloware representative but not exhaustive. If you are uncertain as to whether yourbusiness is a Prohibited Business or have questions about how these requirementsapply to you, please contact us. We may add to or update the ProhibitedBusiness list at any time. Financial and professional servicesInvestment and credit servicesSecurities brokers; mortgage consulting or debt reductionservices; credit counseling or repair; investment services; real estateopportunities; lending instrumentsMoney and legal servicesFinancial institutions, money transmitters and moneyservices businesses, check cashing, wire transfers, money orders; currencyexchanges or dealers; bill-pay services; crowdfunding; insurance; bail bonds;collections agencies; law firms collecting funds for any purpose other than topay fees owed to the firm for services provided by the firm (e.g., firms cannotuse Stripe to hold client funds, collection or settlement amounts, disputedfunds, etc.)Virtual currency or stored valueVirtual currency that can be monetized, resold, or convertedto physical or digital products and services or otherwise exit the virtualworld (e.g., Bitcoin); cryptocurrency mining equipment; initial coin offerings;digital wallets, sale of stored value or credits maintained, accepted andissued by anyone other than the sellerIP Infringement, regulated or illegal products and servicesAdult content and servicesPornography and other obscene materials (includingliterature, imagery and other media) depicting nudity or explicitly sexualacts; sites offering any sexually-related services such as prostitution,escorts, pay-per view, adult live chat features; sexually oriented items (e.g.,adult toys); adult video stores and sexually oriented massage parlors;gentleman’s clubs, topless bars, and strip clubs; sexually oriented datingservicesCounterfeit or unauthorized goodsCounterfeit goods; unauthorized sale or resale of brand nameor designer products or services; sale of goods or services that are illegallyimported or exportedGamblingLotteries; bidding fee auctions; sports forecasting or oddsmaking for a monetary or material prize; fantasy sports leagues with cashprizes; internet gaming; contests; sweepstakes; games of chance including legalor illegal forms of gambling, internet gambling, sweepstakes and contests witha buy-in or cash prize; charity sweepstakes and raffles for the explicitpurpose of fundraisingIntellectual property or proprietary rights infringementSales, distribution, or access to counterfeit music, movies,software, or other licensed materials without the appropriate authorizationfrom the rights holder; any product or service that directly infringes orfacilitates infringement upon the trademark, patent, copyright, trade secrets,or proprietary or privacy rights of any third party; use of Moovs intellectualproperty without express consent from Moovs; use of the Moovs name or logo,including use of Moovs trade or service marks inconsistent with the MoovsTrademark Usage Guidelines, or in a manner that otherwise harms Moovs or the Moovsbrand; any action that implies an untrue endorsement by or affiliation with MoovsRegulated or illegal products or servicesCannabis dispensaries and related businesses; sale oftobacco, e-cigarettes, and e-liquid; online pharmacies; prescription-onlyproducts including card-not-present pharmaceuticals; peptides and researchchemicals; fake references or ID-providing services; age restricted goods orservices; weapons and munitions; gunpowder and other explosives; fireworks andrelated goods; toxic, flammable, and radioactive materials; products andservices with varying legal status on a state-by-state basis; goods or services,the sale of which is illegal under applicable law in the jurisdictions to whichyour business is targeted or directedSanctionsUse of the Payments Services or use of Moovs Payments in orfor the benefit of a country, organization, entity, or person embargoed orblocked by any government, including any person/entity on government sanctionslistsProducts or services that are otherwise prohibited by law orour financial partnersAggregationEngaging in any form of licensed or unlicensed aggregationof funds owed to third parties, factoring, or other activities intended toobfuscate the origin of funds; payment facilitationDrug paraphernaliaAny equipment designed for making or using drugs, such asbongs, vaporizers, and hookahsHigh risk businessesBankruptcy lawyers; remote technical support; essay mills;chain letters; door-to-door sales; medical benefit packages; telemedicine andtelehealth services; travel reservation services and clubs; airlines; cruises;timeshares; circumvention, jamming and interference devices; prepaid phonecards, phone services; telemarketing, offering substantial rebates or specialincentives as an inducement to purchase products or services;telecommunications manipulation equipment; forwarding brokers; negative responsemarketing; subscriptions over one year; extended warranties; government grants;embassy, foreign consulate, or other foreign governments; charities withoutproper registration; credit card and identity theft protection; the use ofcredit to pay for lending services; any businesses that we believe poseselevated financial risk, legal liability, or violates card network or bankpolicies; any business or organization that a. engages in, encourages, promotesor celebrates unlawful violence or physical harm to persons or property, or b.engages in, encourages, promotes or celebrates unlawful violence toward anygroup based on race, religion, disability, gender, sexual orientation, nationalorigin, or any other immutable characteristicMulti-level marketingPyramid schemes network marketing and referral marketingprogramsPseudo pharmaceuticalsNutraceuticals, pseudo-pharmaceuticals and other productsthat make health claims that have not been approved or verified by theapplicable local and/or national regulatory bodySocial media activitySale of Twitter followers, Facebook likes, YouTube views,Instagram followers, and other forms of social media activitySubstances designed to mimic illegal drugsSale of a legal substance that provides the same effect asan illegal drug (e.g., salvia, kratom)Use of Moovs Payments in a manner inconsistent with itsintended use or as expressly prohibited in the Processor TermsUse of Moovs Payments principally as a virtual terminal(e.g., submitting card transactions by manually inputting card information);processing where there is no bona fide good or service sold, or donationaccepted; card testing; evasion of card network chargeback monitoring programs;cross-border acquiring; sharing cardholder information with another merchantfor payment cross-sell product or serviceVideo game or virtual world creditsSale of in-game currency unless the merchant is the operatorof the virtual worldUnfair, predatory, or deceptive practicesGet rich quick schemesInvestment opportunities or other services that promise highrewardsMug shot publication or pay-to-remove sitesPlatforms that facilitate the publication and removal ofcontent (such as mug shots), where the primary purpose of posting such contentis to cause or raise concerns of reputational harmNo-value-added servicesSale or resale of a service without added benefit to thebuyer; resale of government offerings without authorization or added value;sites that we determine in our sole discretion to be unfair, deceptive, orpredatory towards consumers

Moovs Payments Fees You agree to pay the fees for processingthat are set out in your Moovs Admin, which are incorporated herein byreference (the "Processing Fees"). Processing Fees shall be collectedfrom you by the Processor on our behalf in accordance with the terms of theStripe Connected Account Agreement. If applicable, fees for POS Equipment are posted here: www.Moovs.com/pos/hardwareand here: www.Moovs.com/pricing (the “POS Equipment Fees”). At our discretion,POS Equipment Fees will be collected on our behalf by the Processor pursuant tothe Processor Terms or by such other means as we may prescribe from time totime. Fees for Moovs Platform Services are collected by Moovspursuant to the Moovs Platform Terms of Service (the "Moovs PlatformServices Fees"). Processing Fees, Equipment Fees, and Moovs PlatformServices Fees shall be referred to herein collectively as the "Fees". You are obligated to pay all applicable taxes, fees andother charges imposed by any governmental authority, including, withoutlimitation, any value added tax, goods and services tax, harmonized sales taxand/or provincial or territorial sales tax, on the Payments Services providedunder this Agreement. If you are tax-exempt, you will provide us with anappropriate certificate or other evidence of tax exemption that is satisfactoryto us. We reserve the right to change the Fees at any time, subjectto a thirty (30) day notice period to you in accordance with Section A19. Ifyou continue to use the Payments Services and the Processor Services for suchthirty (30) days, then you are deemed to have accepted the change in Feescontemplated by such notice. Notwithstanding the thirty (30) day notice periodreferred to above, if Moovs or the Processor suspends, disables, or otherwisemakes your Moovs Payments Account unavailable to you, and then subsequentlyreinstates your access to your Moovs Payments Account, the then current Fees atthe time of reinstatement shall apply to you. In addition to the Fees, you are also responsible for anypenalties and fines imposed on you or on us by any bank, money servicesbusiness, payment network, financial institution, or other financialintermediary resulting from your use of the Payments Services in a manner notpermitted by this Agreement or by such financial intermediary’s rules andregulations. Security Interest As security for performance of yourobligations under this Agreement, you grant us a first priority lien andsecurity interest on all funds processed and deposited into all Payout Accounts(as defined in the Processor Terms), and any other bank accounts associatedwith your Moovs Payments Account, and in any funds processed using the PaymentProcessing services. These security interests and liens will secure payment andperformance of all of your obligations under this Agreement and any otheragreements now existing or later entered into between us and you, including,without limitation, your obligation to pay any amounts due and owing to us. Youwill execute, deliver and pay the fees for any documents we request to create,perfect, maintain, and enforce this security interest. Our Collection Rights To the extent permitted by law, we maycollect any obligations you owe us under this Agreement by requesting that theProcessor deduct the corresponding amounts from the Reserve Account (as thatterm is defined below) or from funds payable to you arising from the settlementof Transactions. Fees will be assessed at the time a Transaction is processedand will be first deducted from the funds received for such Transaction. Ifthese amounts are not sufficient to meet your obligations to us, we may chargethe payment method associated with your Moovs Payments Account for any amountsowed to us. Your failure to fully pay amounts that you owe us on demand will bea breach of this Agreement. You will be liable for our costs associated withcollection in addition to the amount owed, including, without limitation,attorneys’ fees and expenses, costs of any arbitration or court proceeding,collection agency fees, and any applicable interest. Further, we may deduct, or request that the Processordeduct, from any accounts associated with your Moovs Payments Account,including the Processor Account and the Reserve Account, any amounts that youowe to us under this Agreement or any other agreement you have entered intowith us or our affiliates. Additionally, we may require a personal guarantee from aprincipal of a business for funds owed under this Agreement. If we require apersonal guarantee we will specifically inform you in advance. In addition to the amount due, delinquent accounts may becharged with fees that are incidental to the collection of delinquent accountsand chargebacks, including, but not limited to, collection fees and conveniencefees and other third-party charges. You hereby explicitly agree that all communication inrelation to delinquent accounts will be made by electronic mail or by phone, asprovided to Moovs by you. Such communication may be made by Moovs or by anyoneon its behalf, including, but not limited to, a third-party collection agent. Reserves Funds held in reserves are amounts of money setaside to cover chargebacks, refunds, or other payment obligations under thisAgreement (the "Reserve Account"). We, in our discretion, will setthe terms of your Reserve Account and notify you of such terms, which mayrequire that a certain amount (including the full amount) of the funds receivedfor a Transaction are held for a period of time, or that additional amounts areheld in the Reserve Account. We, in our discretion, may elect to change the termsof the Reserve Account at any time, for any reason, based on your paymentprocessing history or as requested by our payment processors. We may require you to fund the Reserve Account by means of:(i) any funds payouts made or due to you for Transactions submitted to thePayments Services; or, (ii) amounts available in your bank account by means ofACH debit to your Moovs Payments Account; or, (iii) other sources of fundsassociated with your Moovs Payments Account; or, (iv) requesting that youprovide funds to us for deposit to the Reserve Account. In accordance with theProcessor Terms you authorize us to debit your bank account without separatenotice, and according to the applicable User Bank Account Debit Authorization(as defined in the Processor Terms), to collect amounts you owe under thisAgreement. You agree that: (i) you are not entitled to any interest orother compensation associated with the funds held in the Reserve Account; (ii)you have no right to direct that account; (iii) you have no legal interest inthose funds or that account; and, (iv) you may not assign any interest in thosefunds or that account. Contesting Chargebacks You or Moovs may elect to contestchargebacks assessed to your account. Moovs may provide you with assistance,including notifications and software to help contest your chargebacks. We donot assume any liability for our role or assistance in contesting chargebacks. You grant us permission to share records or otherinformation required with the cardholder, the cardholder’s financialinstitution, and your financial institution to help resolve any chargeback. Youacknowledge that your failure to provide us with complete and accurateinformation in a timely manner may result in an irreversible chargeback beingassessed. If the cardholder’s issuing bank or the Payment Network doesnot resolve a dispute in your favor, we may recover the chargeback amount andany associated fees from you as described in this Agreement. We reserve the right, upon notice to you, to charge a feefor mediating or investigating chargeback disputes.

Term The Agreement is effective upon the date you agree toit (by electronically indicating acceptance) and continues so long as you usethe Payments Services or until terminated by you or by Moovs. Termination You may terminate this Agreement by closing yourMoovs Payments Account at any time by following the instructions in your MoovsAdmin. We may terminate this Agreement and close your Moovs Payments Account atany time, for any reason, upon notice to you in accordance with Section A19above. We may suspend your Moovs Payments Account and your access to thePayments Services and any rights in respect of your Moovs Payments Account, orterminate this Agreement, at any time, for any reason, including if: (i) wedetermine that you may be ineligible for the Payments Services because of therisk associated with your Moovs Payments Account, including, withoutlimitation, significant credit or fraud risk, or for any other reason; (ii) youdo not comply with any of the provisions of this Agreement or the ProcessorTerms; or, (iii) upon request of the Payment Network, the Processor, or a Cardissuer. Termination of the Processor Terms may, at the discretion of Moovs,result in a termination of this Agreement. Termination of this Agreement shallentitle Moovs to cause the Processor to terminate the Processor Terms. If the Processor terminates the Processor Terms or indicatesits intention to do so, or if you elect to cease processing with suchProcessor, we have the right, but not the obligation, to offer you a substitutepayment processor that is integrated with the Moovs Payments Account. Upon youracceptance of the terms of service of such substitute payment processor, theyshall be deemed to have replaced the Processor contemplated herein, providedthat your liabilities to the Processor herein shall not be diminished onaccount of accepting the terms of the substitute payment processor. Effects of Termination Upon termination and closing of your MoovsPayments Account, we will immediately discontinue your access to the PaymentsServices. You agree to complete all pending Transactions, immediately removeall logos for Cards, and stop accepting new Transactions through the PaymentsServices. You will not be refunded the remainder of any Fees that you have paidfor the Payments Services if your access to or use of the Payments Services isterminated or suspended. Any funds in the Financial Services Provider’s custodywill be paid out to you subject to the terms of your Payout Schedule (asdefined in the Processor Terms). Termination does not relieve you of your obligations asdefined in this Agreement, and the Processor may elect to continue to hold anyfunds deemed necessary, pending resolution of any other terms or obligationsdefined in this Agreement, including, but not limited to, chargebacks, fees,refunds, or other investigations or proceedings. Termination of this Agreement will not necessarily terminateyour Moovs Platform Terms, unless Moovs determines otherwise. Upon termination you agree: (i) to immediately cease youruse of the Payments Services; (ii) to discontinue use of any Moovs or Processortrademarks and to immediately remove any Moovs or Processor references andlogos from your website and/or physical location, if applicable; (iii) that thelicense granted under this Agreement shall end; (iv) that we reserve the right(but have no obligation) to delete all of your information and account datastored on our servers; (v) that we will not be liable to you for compensation,reimbursement, or damages in connection with your use of the Payments Services,or any termination or suspension of the Payments Services, or deletion of yourinformation or account data; and, (vi) that you will still be liable to us forany fees or fines, or other financial obligation incurred by you or throughyour use of the Payments Services prior to termination. Ownership The Payments Services are licensed and not sold.We reserve all rights not expressly granted to you in this Agreement. ThePayments Services are protected by copyright, trade secret, and otherintellectual property laws. We own the title, copyright, and other worldwideIntellectual Property Rights (as defined below) in the Payments Services andall copies of the Payments Services. This Agreement does not grant you anyrights to our trademarks or service marks. For the purposes of this Agreement, “Intellectual PropertyRights" means all patent rights, copyright rights, mask work rights, moralrights, rights of publicity, trademark, trade dress and service mark rights,goodwill, trade secret rights and other intellectual property rights as may nowexist or hereafter come into existence, and all applications therefore andregistrations, renewals and extensions thereof, under the laws of any state,country, territory or other jurisdiction. You may choose to, or we may invite you to submit commentsor ideas about the Payments Services, including, without limitation, about howto improve the Payments Services or our products (“Ideas”). By submitting anyIdea you agree that your disclosure is gratuitous, unsolicited and withoutrestriction, and will not place us under any fiduciary or other obligation, andthat we are free to use the Idea without any additional compensation to you,and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.You further acknowledge that, by acceptance of your submission, we do not waiveany rights to use similar or related ideas previously known to us, or developedby our employees, or obtained from sources other than you. Your Liability and Indemnification Concerning LiabilitiesNothing in this Agreement shall serve to diminish your liability under theProcessor Terms or Moovs Platform Terms. You are obliged to fulfill yourobligations under this Agreement and those under the Processor Terms and MoovsPlatform Terms. Moovs has agreed to indemnify and hold the Processorharmless for some, and, in some cases, all of your liabilities occurring underthe Processor Terms, including, but not limited to, disputes (including, butnot limited to, chargebacks), refunds, reversals, returns and fines (as suchterms are defined in the Processor Terms). Insofar as Moovs becomes liable tothe Processor or any other third party for any penalties, fines, fees, or otherliabilities under or in respect of the Processor Terms, the Payments Services,the Payment Processing services, or the Payment Network Rules, you agree to indemnifyand hold Moovs harmless from and against any and all such liabilities. Additionally, we may require a personal guarantee from aprincipal of a business for funds owed under this Agreement. You agree to indemnify and defend Moovs, our affiliates, andtheir respective employees, agents and service providers (each, a “MoovsEntity”) against any claim, suit, demand, loss, liability, damage, action, orproceeding (each, a “Claim”) brought by a third party against a Moovs Entity,and you agree to fully reimburse the Moovs Entities for any Claims that resultfrom: (i) your breach of any provision of this Agreement; (ii) any fees, fines,penalties, disputes, reversals, returns, chargebacks (as such terms are definedin the Processor Terms), or any other liability we incur that results from youruse of the Payments Services; (iii) negligent or willful misconduct of yourowners, employees, contractors, or agents; (iv) contractual or otherrelationships between you and your customers; or, (v) third-party indemnityobligations we incur as a direct or indirect result of your acts or omissions,including, but not limited to, indemnification of the Processor or any PaymentNetwork. We will have the final decision-making authority withrespect to Claims, including, without limitation, claims for refunds forpurchased items that are filed with us by you or your customers. You will berequired to reimburse us for your liability. Your liability will include thefull purchase price of the item plus the original shipping cost (and in somecases you may not receive the item back). You will not receive a refund of anyFees paid to us. If you are liable for any amounts owed to us, we mayimmediately remove such amounts from your Reserve Account and deduct theamounts owed to us from such Reserve Account funds. If you do not havesufficient funds in the Reserve Account to cover your liability, you will berequired to immediately add additional funds to your Reserve Account to coverfunds owed to us. If you do not do so, we may engage in collections efforts torecover such amounts from you at your cost and expense. Your Representations, Warranties and Covenants You representand warrant to us that: (i) if you are a sole proprietor, you are at leasteighteen (18) years of age or, if you are a corporation or other entity, thatthe person entering into this Agreement on your behalf is at least eighteen(18) years of age, is authorized to act on your behalf, and has the authorityto bind you to this Agreement; (ii) you are eligible to register and use thePayments Services and have the right, power, and ability to enter into andperform under this Agreement; (iii) the name identified by you when youregistered is your name or business name under which you sell goods andservices and the information that you have provided to us is accurate andcomplete; (iv) you are not a member of an organized crime group, a party whohas been a member of an organized crime group in the past five years, aquasi-member of an organized crime group, a corporate racketeer, or othersimilar party, nor are any of your officers or employees a member of theforegoing; and, (v) you will not carry out, nor use a third party to carry out,any of the following unlawful acts: (a) the act of making violent demands; (b)the act of making unreasonable demands exceeding legal responsibilities; (c)the act of using threatening behavior or violence in relation to a transaction;(d) the act of spreading rumors, using fraudulent means, or using force to harmthe other party’s reputation or obstruct the party’s business; (e) the act ofselling products for the purpose of money laundering; (f) the act of using aCard held by you for a sale without reasonable grounds or another act similarto those set forth in (a) through (f). You hereby covenant to us that: (i) any Transactionssubmitted by you will represent a bona fide sale by you; (ii) any Transactionsubmitted by you will accurately describe the goods and/or services sold anddelivered to a customer; (iii) you will fulfill all of your obligations to eachcustomer for which you submit a Transaction and will resolve any disputes orcomplaints directly with your customers; (iv) you and all Transactionsinitiated by you will comply with all applicable laws, rules, and regulationsapplicable to your business, including, but not limited to, any applicable taxlaws and regulations; (v) except in the ordinary course of business, noTransaction submitted by you through the Payments Services will represent asale to any principal, partner, proprietor, or owner of your entity; (vi) youwill not use the Payments Services, directly or indirectly, for any fraudulentundertaking or in any manner so as to interfere with the use of the PaymentsServices; and, (vii) any information you provide to us will be accurate andcomplete. NO WARRANTIES THE PAYMENTS SERVICES AND ALL ACCOMPANYINGDOCUMENTATION ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE" BASIS,WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE PAYMENTS SERVICES ISAT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINEDBY YOU FROM OR THROUGH THE PAYMENTS SERVICES OR FROM: (I) MOOVS; (II) THEPROCESSOR, SUPPLIERS OR LICENSORS OF MOOVS OR THE PROCESSOR; OR, (III) ANY OFTHE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THEENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMINGENTITIES" AND INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY.YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTSOR SERVICES THAT ARE PAID FOR WITH THE PAYMENTS SERVICES, AND WE CANNOT ENSURETHAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO. WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DONOT WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGHTHE PAYMENTS SERVICES IS ACCURATE, RELIABLE OR CORRECT; (II) THE PAYMENTSSERVICES WILL MEET YOUR REQUIREMENTS; (III) THE PAYMENTS SERVICES WILL BEAVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) THE PAYMENTS SERVICES WILLFUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORSWILL BE CORRECTED; OR, (VI) THE PAYMENTS SERVICES ARE FREE OF VIRUSES OR OTHERHARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGHTHE USE OF THE PAYMENTS SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BESOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTSFROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS ORWARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF ATRANSACTION. THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE,OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ATHIRD PARTY THROUGH THE PAYMENTS SERVICES, OR ANY HYPERLINKED WEBSITE ORSERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER MOOVS, THEPROCESSOR, NOR THE FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO, OR IN ANYWAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTSOR SERVICES. Limitation of Liability and Damages IN NO EVENT SHALL ADISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OFDATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OREXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THISAGREEMENT OR THE PAYMENTS SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF,INABILITY TO USE, OR UNAVAILABILITY OF THE PAYMENTS SERVICES. UNDER NOCIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE,LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESSOR USE OF THE PAYMENTS SERVICES OR YOUR MOOVS PAYMENTS ACCOUNT, OR THEINFORMATION CONTAINED THEREIN. THE DISCLAIMING ENTITIES ASSUME NO LIABILITY ORRESPONSIBILITY FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATUREWHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PAYMENTS SERVICES; (II)ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THEPAYMENTS SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III)ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PAYMENTS SERVICES;(IV) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAYBE TRANSMITTED TO OR THROUGH THE PAYMENTS SERVICES; (V) ANY ERRORS,INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGEINCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASEPOSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THEPAYMENTS SERVICES; AND/OR (VI) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, ORILLEGAL CONDUCT OF ANY THIRD PARTY. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTIOND8, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TODIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNTOF FEES PAID BY YOU TO MOOVS DURING THE THREE (3) MONTH PERIOD IMMEDIATELYPRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OFTHE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION,CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS.THE LIMITATIONS APPLY EVEN IF MOOVS OR THE PROCESSOR HAVE BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGE. THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLESTEXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. The Payments Services are controlled and operated fromfacilities in Canada and the United States. We make no representations that thePayments Services are appropriate or available for use in other locations.Those who access or use the Payments Services from other jurisdictions do so attheir own volition and are entirely responsible for compliance with allapplicable United States, Canada, foreign and local laws and regulations,including, but not limited to, export and import regulations. You may not usethe Payments Services if you are a resident of a sanctioned country embargoedby the United States, Canada, or the European Union, or are a foreign person orentity blocked or denied by the governments of the United States, Canada or theEuropean Union. Disputes, Choice of Law, Jurisdiction, Venue andMiscellaneous You agree that any disputes arising out of or relating to thisAgreement or the Payments Services shall be resolved in accordance with thisSection D9. This Agreement is governed by the laws of Delaware exceptfor any security interest created pursuant to Section C2 above, which will begoverned by and construed in accordance with the laws of the applicablecountry, state, province, territory, or other jurisdiction in which suchsecurity interest is registered, and in each case without regard to its choiceof law provisions to the contrary. The exclusive venue for any actions orclaims arising under or related to this Agreement shall be a court of competentjurisdiction in Delaware. Moovs may, or may direct the Processor to respond to andcomply with any subpoena, warrant, or other legal order (“Legal Process”) thatwe believe to be valid. The Processor or any applicable Financial ServicesProvider may deliver or hold any funds or any Data as required under such LegalProcess, even if you are receiving funds or Data on behalf of other parties.Where permitted by law, we will make reasonable efforts to provide you noticeof such Legal Process by sending a copy to the email address we have on filefor you. We are not responsible for any losses, whether direct or indirect,that you may incur as a result of our response or compliance with a LegalProcess. Headings are included for convenience only and shall not beconsidered in interpreting this Agreement. The Agreement does not limit anyrights that we may have under trade secret, copyright, patent, or other laws.Our failure to assert any right or provision under this Agreement shall notconstitute a waiver of such right or provision. No waiver of any term of thisAgreement shall be deemed a further or continuing waiver of such term or anyother term. Right to Amend We have the right to change or add to theterms of this Agreement at any time, and to change, delete, discontinue, orimpose conditions on any feature or aspect of the Payments Services or softwarewith notice that we in our sole discretion deem to be reasonable in thecircumstances, including such notice in your Moovs Admin, or any other websitemaintained or owned by us for the purposes of providing services in terms ofthis Agreement. Any use of the Payments Services after our publication of anysuch changes shall constitute your acceptance of this Agreement as modified. Assignment This Agreement, and any rights and licensesgranted hereunder, may not be transferred or assigned by you without our priorwritten consent, but may be assigned by us without consent or otherrestriction. Change of Business You agree to give us at least thirty (30)days prior notification of your intent to change your current product orservices types, your business or trade name, or the manner in which you acceptpayment. You agree to provide us with prompt notification within three (3) daysif you are the subject of any voluntary or involuntary bankruptcy or insolvencyapplication, petition or proceeding, receivership, bankruptcy, or similaraction or proceeding initiated by or against you or any of your principals (anyof the foregoing, a “Bankruptcy Proceeding”). You also agree to promptly notifyus within three (3) days of any adverse change in your financial condition, anyplanned or anticipated liquidation or substantial change in the basic nature ofyour business, any transfer or sale of twenty-five percent (25%) or more ofyour total assets, or any change in the control or ownership of your or yourparent entity. You will also notify us within three (3) days of any judgment,writ, warrant of attachment or execution, or levy against twenty-five percent(25%) or more of your total assets. You will include us on the list and matrix of creditors asfiled with any bankruptcy, commercial or civil court in connection with anyBankruptcy Proceeding, whether or not a claim may exist at the time of filing.Failure to do so will be cause for immediate termination of this Agreement andshall allow the pursuit of any other action available to us under theapplicable Payment Network Rules or law. Parties This Agreement binds you and your respective heirs,representatives, and permitted and approved successors (including those bymerger and acquisition), or any permitted assigns. Third-Party Services and Links to Other Web Sites You may beoffered services, products, and promotions provided by third parties and not byus. If you decide to use these third-party services, you will be responsiblefor reviewing and understanding the terms and conditions associated with theseservices. You agree that we are not responsible for the performance of theseservices. The Moovs website may contain links to third-party websites as aconvenience to you. The inclusion of any website link does not imply anapproval, endorsement, or recommendation by us. You agree that your access toany such website is at your own risk, and that the site is not governed by theterms and conditions contained in this Agreement. We expressly disclaim anyliability for these websites. Please remember that when you use a link to gofrom our website to another website, our Privacy Policy is no longer in effect.Your browsing and interaction on any other website, including those that have alink on our website, is subject to that website’s own rules and policies. Force Majeure No party will be liable for delays inprocessing or other non-performance caused by such events as fires,telecommunications failures, utility failures, power failures, equipmentfailures, labor strife, riots, war, terrorist attack, non-performance of ourvendors or suppliers, acts of God, or other causes over which the respectiveparty has no reasonable control, except that nothing in this section willaffect or excuse your liabilities and obligations under Sections C1 or D5,including, without limitation, for reversals, chargebacks, claims, fines, fees,refunds or unfulfilled products and services. Entire Agreement and Remedies These terms and conditions,and all policies and procedures that are incorporated herein by reference,constitute the entire agreement between you and Moovs with respect to theprovision of the Payments Services. Except as otherwise set out herein, in theevent of a conflict between this Agreement and any other Moovs or Processoragreement or policy, this Agreement shall prevail on the subject matter of thisAgreement. Except as expressly provided in this Agreement, these terms describethe entire liability of Moovs and our vendors and suppliers and sets forth yourexclusive remedies with respect to the Payments Services and your access anduse of the Payments Services. If any provision of this Agreement (or portionthereof) is held to be invalid or unenforceable under applicable law, then itshall be changed and interpreted to accomplish the objectives of such provisionto the greatest extent possible under applicable law, and the remainingprovisions will continue in full force and effect. This Agreement has been reviewed by you with the benefit ofindependent legal counsel to the extent you consider necessary, and any rule ofconstruction to the effect that ambiguities are to be resolved against thedrafting party shall not apply to the construction or interpretation of thisAgreement. The rights conferred upon us in this Agreement are not intended tobe exclusive of each other or of any other rights and remedies we may have atlaw or in equity. Rather, each and every right we may have under thisAgreement, at law or in equity, is cumulative and concurrent, and in additionto every other right. This Agreement may be available in languages other thanEnglish. To the extent of any inconsistencies or conflicts between this EnglishAgreement and the Agreements available in another language, the most currentEnglish version of the Agreement will prevail. Survival In addition to any provision that is reasonablynecessary to accomplish or enforce the purpose of this Agreement, the followingsections of this Agreement survive and remain in effect in accordance withtheir terms upon the termination of this Agreement: Sections A7 PaymentMethods; A9 Taxes; A11 Security; A12 Data Security; A13 Audit Right; A14Privacy; A15 Privacy of Others; A16 Restricted Use; A17 Suspicion ofUnauthorized or Illegal Use; A18 Payment Network Rules; A19 Disclosures andNotices; A20 Automatic Reminders; Section C Processing Card Transactions andReceiving Your Funds; in its entirety; and, Section D Termination and OtherGeneral Legal Terms in its entirety.

If you have any questions about this Privacy Policy, please contact us.