Introduction and Parties

This Merchant Services Agreement (“Agreement”) governs access to and use of merchant‑related services provided by United Software Developers Inc., doing business as USD GoPay (“Company,” “we,” “us,” or “our”).

By enrolling in, accessing, or using any merchant services, payment‑related software, or merchant‑facing functionality (collectively, “Merchant Services”), you (“Merchant” or “you”) agree to be bound by this Agreement.

This Agreement is incorporated by reference into the Company’s Terms and Conditions, Acceptable Use Policy, and Privacy Policy.

Historical Services and Agreement Updates

The Company has provided merchant‑related technology platforms and services for many years prior to the Effective Date of this Agreement.

This Agreement represents a consolidated and updated statement of terms governing Merchant Services and applies to all continued and future use of Merchant Services as of the Effective Date, regardless of when you first enrolled or began using any merchant‑related services.

Continued use of Merchant Services on or after the Effective Date constitutes acceptance of this Agreement.

Scope of Merchant Services

Merchant Services may include, without limitation:

• Proprietary merchant onboarding and CRM platforms
• Merchant dashboards, reporting, and analytics
• Payment transaction software and integrations
• Risk monitoring and merchant management tools
• API and technical connectivity to processors
• Support and operational services

The Company provides technology and facilitation services only and does not directly settle, acquire, or process payment transactions unless explicitly stated in writing.

Role of the Company and Payment Partners

The Company is not a bank, money transmitter, acquiring bank, card network, or payment processor.

Actual payment processing, underwriting, settlement, funding, chargeback handling, reserves, and transaction approval are performed by independent third‑party payment processors and financial institutions, including but not limited to TSYS and associated acquiring banks (“Payment Partners”).

Merchant approval is subject to Payment Partner underwriting and ongoing monitoring.

Merchant Eligibility and Onboarding

To use Merchant Services, you must:

• Be a valid business entity in good standing
• Provide complete, current, and truthful onboarding information
• Pass underwriting and risk review by Payment Partners

You authorize the Company and Payment Partners to obtain information necessary to verify your identity, business activities, and compliance with applicable laws.

Providing false or misleading information is grounds for immediate termination.

Merchant Responsibilities and Compliance

You agree to:

• Comply with all applicable laws, regulations, and card‑network rules
• Comply with PCI‑DSS security requirements
• Process transactions only for approved business activities
• Disclose accurate product and pricing information to customers
• Obtain required customer authorizations for transactions

High‑risk, illegal, or prohibited activities are strictly forbidden without prior written approval.

Fees, Pricing, and Billing

Merchant Services may be subject to:

• Transaction and processing fees
• Monthly or annual service fees
• Chargeback and retrieval fees
• Equipment, software, or setup fees

Fees are disclosed separately or through pricing schedules. All fees are non‑refundable, unless explicitly stated otherwise.

Chargebacks, Refunds, and Fraud

You are solely responsible for:

• Chargebacks, disputes, reversals, and retrieval requests
• Customer refunds and returns
• Fraudulent or unauthorized transactions

You authorize the deduction of chargebacks, fees, and related costs from settlement amounts or reserves.

Reserves, Holds, and Delayed Settlement

Payment Partners may, at their discretion:

• Establish rolling or fixed reserves
• Delay or withhold settlements
• Impose transaction caps or volume limits

The Company is not responsible for reserve requirements or delayed funding imposed by Payment Partners.

Suspension and Termination

Merchant Services may be suspended or terminated immediately if:

• Required by Payment Partners or card networks
• You violate this Agreement or applicable policies
• Excessive chargebacks, fraud, or risk is detected
• Regulatory or legal concerns arise

Upon termination, you remain responsible for all outstanding financial obligations, including chargebacks and fees.

Use of Merchant Data and Records

Merchant transaction data and operational information may be processed to:

• Operate and support Merchant Services
• Meet compliance and risk‑monitoring obligations
• Satisfy legal and regulatory requirements

Data handling is governed by the Company’s Privacy Policy.

Disclaimers

MERCHANT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

THE COMPANY MAKES NO WARRANTIES REGARDING:

• TRANSACTION APPROVAL RATES
• SETTLEMENT TIMING
• CONTINUED PROCESSOR AVAILABILITY
• BUSINESS RESULTS OR REVENUE

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL LIABILITY RELATED TO MERCHANT SERVICES SHALL NOT EXCEED THE FEES PAID BY MERCHANT TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and partners from any claims, damages, fines, penalties, or liabilities arising from:

• Your business activities or transactions
• Violations of card‑network rules or laws
• Chargebacks, fraud, or customer disputes
• Breach of this Agreement

Relationship to Other Agreements

This Agreement supplements, and does not replace, your obligations under the Company’s:

• Terms and Conditions
• Acceptable Use Policy
• Privacy Policy

In the event of a conflict, this Agreement governs Merchant Services.

Governing Law and Venue

This Agreement is governed by the laws of the State of New York, without regard to conflict‑of‑law principles.

Exclusive venue lies in the state or federal courts located in New York County, New York.

Changes to This Agreement

The Company may update this Agreement from time to time. Continued use of Merchant Services after updates are posted constitutes acceptance.