VezmoPay Merchant Agreement

This VezmoPay Merchant Agreement (this “Agreement”) governs your access to and use of VezmoPay's payment-acceptance features — including accepting payments, balances, reserves, and payouts (the “Payment Services”). It supplements, and is part of, Vezmo's Terms of Service. By enabling VezmoPay, submitting onboarding/verification information, or accepting any payment, you agree to this Agreement. If you do not agree, do not enable or use the Payment Services.

“Vezmo,” “we,” “us,” or “our” means Vezmo Technology, Inc. “You” or “Merchant” means the business that enables the Payment Services.

Payment processing, fund custody, and payouts are provided through our payment processing partner and its sponsor banks; Vezmo runs identity verification itself. Vezmo is a financial technology company, not a bank. Funds from your transactions are held by the processor in the account opened for you with it, not by Vezmo. Your use of the Payment Services is also subject to the terms and requirements of those financial partners, and you authorize Vezmo to share your onboarding and transaction information with them as needed to provide the Payment Services.

Where card and bank payments for your business are processed through an account opened for you with our payment processing partner (the “Processor”), the Processor provides those payment processing services to you directly. They are subject to the Processor's Connected Account Agreement, which includes the Processor's Services Agreement (together, the “Processor Services Agreement”). By agreeing to this Agreement, or by continuing to accept payments through Vezmo, you agree to be bound by the Processor Services Agreement, as the Processor may modify it from time to time.

As a condition of Vezmo enabling payment processing services through the Processor, you agree to provide Vezmo accurate and complete information about you and your business, and you authorize Vezmo to share it, and transaction information related to your use of those services, with the Processor.

Acquiring banks. For payments in the United States, the Processor is a payment facilitator of these acquiring banks: Cross River Bank, 2115 Linwood Avenue, Fort Lee, NJ 07024 (info@crossriver.com, +1-201-808-7000); Deutsche Bank Trust Company Americas, One Columbus Circle, New York, NY 10019 (compl.card_acquiring@list.db.com); Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, OH 45263; Pathward, N.A., 5501 S. Broadband Lane, Sioux Falls, SD 57108; PNC Bank, N.A., 1600 Market Street, 8th Floor, Pittsburgh, PA 19103 (+1-800-PNC-BANK); and the Processor's own acquiring affiliate. The current list, for every country, is in the Processor's acquirer disclosure.

Your information. The Processor processes the information of the businesses it serves as described in its Privacy Policy.

Changes in ownership. If ownership of your business changes, or its taxpayer identification number changes, the new owner must accept this Agreement, including the Processor Services Agreement, before the Payment Services continue. We will ask for it in your Vezmo To-do.

To enable the Payment Services, you must complete identity and business verification (KYC/KYB) and provide accurate, complete, and current information about you, your business, its owners, and its bank account. We and our financial partners may request additional information or documentation at any time, and may limit, suspend, or decline the Payment Services if verification is incomplete, cannot be confirmed, or raises risk or compliance concerns.

You are solely responsible for: your products and services and their lawful sale; fulfilment, customer service, and your own refund policy; complying with all applicable laws, tax obligations, card-network rules, and data-security standards (including PCI-DSS); and the conduct of your business and your customers. You are responsible for all activity under your account.

You agree to pay the fees for the Payment Services, including processing fees, payout fees, and any applicable ancillary fees (which may vary by payment method, card type, currency, or network). Fees are deducted automatically from your transactions, balance, or payouts. We give you at least 30 days' notice before we raise a fee or add a new fee for a service you already use; lower fees, fees for new services, and changes a partner or card network imposes on us may apply sooner. Current fees are shown in your VezmoPay dashboard.

Funds from your transactions are held by our financial partners and settled to your balance, subject to holds, reserves, reversals, and compliance review. Vezmo does not guarantee the timing or availability of any payout. Payouts may be delayed, suspended, held, reserved, or reversed for risk, fraud, compliance, dispute exposure, or as required by a financial partner, sponsor bank, or card network. Any estimated payout or settlement times are estimates only and are not guarantees.

Vezmo and/or our financial partners may place, increase, or extend reserves or holds on your funds to manage risk — including fraud prevention, chargeback exposure, refunds, compliance reviews, or unusual activity. Reserves may be rolling or fixed, and holds may last for the duration of applicable dispute windows (which can be up to 180 days, or longer where required).

You are responsible for chargebacks, refunds, reversals, dispute fees, and any resulting negative balances on your account. If these exceed your available balance, you must repay the amounts owed. You authorize us and our financial partners to recover them as described in “Recovery of Amounts Owed.”

To recover any amount you owe Vezmo or our financial partners — including chargebacks, refunds, reversals, fees, fines, assessments, and negative balances — you authorize us and our financial partners to: deduct or set off those amounts from your balance or from your current or future payouts; place, increase, or extend a reserve; and, where permitted, debit your linked bank account. If those methods are insufficient, you remain liable for the shortfall, which is due and payable on demand. These rights survive the closure or termination of your account.

You may not use the Payment Services for any business or activity that is illegal, deceptive, high-risk, or prohibited by our financial partners, sponsor banks, or the card networks. We may refuse, limit, suspend, or terminate the Payment Services for any prohibited or restricted activity at any time, and may withhold or reserve funds to cover any resulting or potential liabilities.

If we or our financial partners suspect or identify fraud, fraudulent or falsified documents, fraudulent or unauthorized transactions or sales, money laundering, prohibited activity, or a material breach of this Agreement, we may — immediately and without prior notice — suspend the Payment Services, freeze or withhold your balance and payouts, and place or increase a reserve, while we investigate. You grant Vezmo and its financial partners a security interest in, and lien on, the funds in your balance and any reserve, and authorize us to apply, debit, or set off those funds to cover losses, chargebacks, refunds, reversals, disputes, fines, assessments, and other liabilities arising from or related to such activity once they have become due. We may keep funds held for as long as the risk lasts and as any legal or regulatory obligation requires (which may extend through applicable dispute windows and beyond for confirmed fraud), and we release what is not needed. Nothing in this section limits your liability for amounts that exceed your balance or reserve, which remain due and payable on demand.

If a card network, financial partner, or sponsor bank imposes a fine, assessment, penalty, or other charge in connection with your activity, you are responsible for it, and we may deduct it from your balance or from your current or future payouts.

You represent and warrant that: your business is lawful and accurately described to us; you are authorized to sell the goods or services you offer and to accept payments for them; all information you provide is true, complete, and kept up to date; and you will comply with all applicable laws, tax obligations, card-network rules, and applicable data-security standards (including PCI-DSS).

You will indemnify, defend, and hold harmless Vezmo, its financial partners, sponsor banks, and their respective affiliates, officers, and employees from and against any claims, losses, liabilities, fines, penalties, chargebacks, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your business, products, or services; (b) your breach of this Agreement or of any applicable law; (c) your violation of card-network rules or of any third-party rights; (d) disputes, chargebacks, refunds, or reversals on your transactions; and (e) any taxes, fines, or assessments attributable to your activity.

Vezmo is not responsible or liable for any delay, hold, reserve, restriction, suspension, freeze, reversal, or termination imposed by a financial partner, sponsor bank, or card network — including risk-based or compliance decisions that Vezmo does not control — or for any resulting unavailability of funds or the Payment Services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VEZMO WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE PAYMENT SERVICES.

VEZMO'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE PAYMENT SERVICES WILL NOT EXCEED THE TOTAL FEES YOU PAID VEZMO FOR THE PAYMENT SERVICES IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR $100 IF YOU HAVE NOT PAID ANY AMOUNTS), WHICHEVER IS GREATER.

These limits apply together with the Terms of Service, as one total. They do not apply to money we have received for you and owe you, or to loss caused by our fraud, gross negligence or wilful misconduct, and they do not make Vezmo responsible for money a financial partner holds and fails to pay.

We may suspend or terminate your access to the Payment Services at any time for risk, compliance, non-payment, breach of this Agreement, or as required by a financial partner or card network. On termination, funds may remain subject to holds, reserves, disputes, recovery rights, or legal obligations, and amounts you owe remain due. You may stop using the Payment Services at any time, subject to settling any outstanding balances and pending disputes.

Each party will protect the other's confidential information. We handle personal and business data in accordance with our Privacy Policy and applicable law. You must handle any cardholder or customer data in compliance with applicable data-security standards and law.

We may update this Agreement from time to time. For a change that is bad for you, we give you at least 30 days' notice by email or in the app; changes for new features, or that are neutral or good for you, may take effect sooner, and if the law or a partner requires a change sooner we give you as much notice as we can. A new version is shown to you in the app to accept. If you do not agree, you can stop using the Payment Services before it takes effect; continued use after that means you accept the updated Agreement.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except where federal law applies. Disputes are subject to the informal-resolution and mandatory arbitration provisions in Vezmo's Terms of Service, which are incorporated here by reference. This Agreement is part of the Terms of Service: their sections on fees and taxes, payments, payouts and reserves, fraud, holds and investigations, limitation of liability, disputes and arbitration, governing law and changes apply to it and win over anything different here.

Assignment. Vezmo may assign or transfer this Agreement, in whole or in part, including to a financial partner, sponsor bank, or successor; you may not assign your rights or obligations without our prior written consent.

Severability. If any provision is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be applied to the maximum extent permitted by law.

Survival. The sections on Fees, Reserves and Holds, Refunds and Chargebacks, Recovery of Amounts Owed, Indemnification, Limitation of Liability, and Dispute Resolution — together with any amounts you owe — survive termination of this Agreement.

Entire Agreement. This Agreement, together with Vezmo's Terms of Service, is the entire agreement between you and Vezmo regarding the Payment Services.

No Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.