RapidCents Services Agreement

The agreement that governs your RapidCents merchant account: what you can accept, how funds settle, who carries a chargeback, what RapidCents may hold and when, and how either side ends the relationship. This version revises the agreement last updated on May 23, 2025, and adds Sections G and H. Clause numbers follow the sections of the signed agreement, so a reference to C.7 here is the same Reserve clause you agreed to.

Preamble

Scope and acceptance

This is the contract between your business and RapidCents. Using the account means you accept it. Ask before you accept if anything is unclear.

This RapidCents Services Agreement (“Agreement”) is a legal agreement between RapidCents Inc. (“RapidCents”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the RapidCents Account page to receive certain payment, analytics and benchmarking, and other business services that may be offered by RapidCents and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Fees are set out in the Fee Disclosure Box in Section A and in the Fee Schedule, and the fees applied to your account appear on your RapidCents statement.

By electronically accepting this Agreement or by using the Services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions contained herein.

Defined terms

Words with a capital letter in this Agreement have the specific meaning set out here. Two worth reading: Secondary User covers anyone you give access to, and you are responsible for what they do; Account Content covers everything you put into the platform, including your product descriptions and prices.

The following terms have the meanings given below wherever they appear capitalised in this Agreement. Where a term is defined in a particular clause, that definition governs for that clause.

This Agreement uses “Network Rules” and “Association Rules” to mean the same thing: the by-laws, operating regulations, rules, standards and published requirements of the Associations, as each of them amends them from time to time.

• “Account Content” means anything you or a Secondary User submits, uploads, stores, transmits or displays through the Services or the RapidCents Dashboard, including business and contact details, product and service descriptions, prices, images, logos, receipts, invoices, checkout pages, customer communications and any file attached to any of them.
• “Acquirer” has the meaning given in A.2.
• “Associations” means Visa, Mastercard, American Express, Discover, Diners Club, Interac and any other payment card network, payment scheme or payment system operator through which a Transaction is processed.
• “Cardholder Data” means the account number, expiry date, cardholder name and service code of a payment card, together with any authentication data such as a card verification value or PIN.
• “Chargeback” has the meaning given in C.4.
• “Customer” means a person or business that buys goods or services from you, or from whom you accept a payment, using the Services.
• “Fee” means any amount payable by you to RapidCents under this Agreement, including the amounts disclosed in the Fee Disclosure Box at A.11, at A.12, and in the Fee Schedule.
• “Fine” means any fine, penalty, assessment, levy or non-compliance charge imposed on RapidCents or on the Acquirer by an Association, a regulator or a payment system operator in connection with your account or your Transactions.
• “Merchant” means you, the business that has been approved for a RapidCents Account and uses the Services to accept payments.
• “Payment Method” has the meaning given in C.1.
• “Payout Account” has the meaning given in C.6.1.
• “RapidCents Software” has the meaning given in A.7.
• “Reserve” has the meaning given in C.7.
• “Secondary User” means any person you authorise to access your RapidCents Account or to act on your behalf through the Services, including your employees, contractors, agents, accountants and any third party to whom you grant credentials or API access. You are responsible for everything a Secondary User does under your account as though you had done it yourself.
• “Services” means the RapidCents websites, merchant dashboard, payment gateway, virtual terminal, hosted checkout, payment links, invoicing, recurring billing, point-of-sale software, terminals, APIs, SDKs and any other product or service RapidCents makes available to you.
• “Transaction” means a sale, refund, void, authorization, pre-authorization, capture, credit or other payment instruction submitted through the Services.

Section A — Required Regulatory Disclosures

A.1 Date of contract and term

This Agreement becomes effective on the date you electronically indicate your acceptance during the registration process and shall remain in full force and effect for an initial term of four (4) years, unless terminated earlier in accordance with the provisions outlined herein. Upon expiration of the initial term, this Agreement renews automatically for successive one (1) year periods in accordance with F.1.1, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

A.2 Acquirer

The term “Acquirer” as used throughout this Agreement refers to Elavon, LLC and Elavon Canada Company (collectively, “Elavon”). Elavon is the financial institution and member of the relevant payment card associations (“Associations”) contracted by RapidCents Inc. to facilitate the submission of sales drafts and transaction information to the Associations on behalf of RapidCents. Elavon is also responsible for receiving settlement funding for such sales transactions from the Associations and subsequently disbursing these funds to RapidCents for further settlement to you.

A.3 Your right to cancel without penalty

If RapidCents introduces a new fee, raises an existing one outside a schedule already named in this Agreement, fails to pass through an interchange cost reduction, or unilaterally makes a material adverse change to these terms, you can cancel with no penalty. Give written notice within 90 days and return the account closure form.

You possess the right to terminate this Agreement without incurring a penalty under specific circumstances, namely: (i) the introduction of a new fee not previously disclosed in the Fee Schedule; (ii) an increase to an existing fee, unless such increase is made in accordance with a pre-determined fee schedule explicitly referenced in this Agreement or the Fee Schedule; or (iii) a demonstrable failure by RapidCents to pass through cost reductions realized from card brand interchange adjustments applicable to your account. Furthermore, you may cancel this contract without penalty in the event of a material adverse change to the terms of this Agreement unilaterally imposed by RapidCents, or the addition of any material terms not previously negotiated and agreed upon by both parties.

To exercise your right to cancel under the conditions specified above, you must provide written notice to RapidCents within ninety (90) days of receiving notification of the relevant fee increase, new fee introduction, or material change. Notice can be provided by contacting RapidCents Support via email at [email protected] or by calling +1 (844) 957-2743. Additionally, a formal account closure form provided by RapidCents must be completed, signed, and returned to finalize the termination.

A.4 Early termination — no fee

There is no early termination fee and no cancellation penalty. You may close your account at any time, for any reason.

RapidCents is proud to operate with complete transparency and merchant-first values. We do not charge any early termination fees, nor do we impose penalties of any kind for cancellation. Our merchants are free to close their accounts at any time, for any reason.

If you have questions about why RapidCents takes this approach, you are encouraged to speak with your Customer Success Manager, Sales Representative, or our Support Team — we’ll be happy to explain how our flexible, merchant-friendly policies are designed to support your long-term growth, not restrict it.

A.5 Survival of obligations

Termination of this Agreement, regardless of the reason or timing, does not extinguish or alter your liability for any transactions processed prior to the effective date of termination, including but not limited to, liability for Chargebacks, Refunds, Fees, Fines, or any other amounts owed to RapidCents under this Agreement.

A.6 Complaint handling procedure

Start with Support. If your complaint is not resolved or closed within 14 business days, email the Executive Office. If a further 5 business days pass without a substantive answer, use the final escalation line by text message.

RapidCents is committed to addressing merchant concerns promptly and professionally. Should you have a complaint regarding the Services or any aspect of your relationship with RapidCents, please adhere to the following structured procedure.

• Step 1 — Initial Contact with Support: Please submit your complaint initially to the RapidCents Support Team through one of the designated channels: (a) Submit a detailed support ticket via the online portal at help.rapidcents.com, ensuring “Complaint” is included in the subject line for proper routing; (b) Send an email outlining your complaint to [email protected], again including “Complaint” in the subject line; or (c) Call the Support Team directly at +1 (844) 957-2743.
• Step 2 — Escalation to Executive Office: If your complaint remains unresolved or has not been formally closed by the Support Team within fourteen (14) business days from the date of submission, you may escalate the matter. To do so, please compile all relevant information, including copies of previous communications with the Support Team and any supporting documentation or evidence, and forward it via email to the RapidCents Executive Office at [email protected].
• Step 3 — Final Escalation: In the event that you do not receive a substantive response or resolution from the Executive Office within an additional five (5) business days following your escalation, you may initiate a final escalation. Please send a text message (SMS) containing your Merchant ID, registered Business Name, and the best contact phone number for a callback to +1 (437) 443-1263. This channel is reserved for final escalation attempts after the preceding steps have been exhausted.

A.7 Payment software licence

This section applies specifically to Merchants who utilize software provided or licensed by RapidCents Inc., including but not limited to point-of-sale applications, online payment gateways, or integrated software solutions (“RapidCents Software”). It is crucial to understand that all RapidCents Software is the exclusive intellectual property of RapidCents Inc. and is provided to you under a limited, non-exclusive, non-transferable licence. Your purchase or use of RapidCents Software grants you the right to use the software solely in connection with the Services and only for the duration that your RapidCents Account remains active and in good standing. You do not acquire any ownership rights in the software itself. Your use of the RapidCents Software must strictly adhere to the terms of this Agreement, any accompanying licence agreements, and applicable documentation. Continued access to and use of the RapidCents Software is contingent upon your ongoing compliance with these terms and the maintenance of an active, compliant RapidCents Account. RapidCents reserves all rights not expressly granted to you in this Agreement or any associated licence. Unauthorized copying, modification, distribution, reverse engineering, or sublicensing of the RapidCents Software is strictly prohibited.

Purchase Pricing: The pricing for any RapidCents Software or specific features thereof will be based on the then-current rates specified by RapidCents at the time of your purchase or subscription activation.

Fees: Fees associated with the ongoing use of RapidCents Software, including subscription fees, transaction fees, or feature-specific charges, are outlined in the Fee Disclosure Box below and/or the applicable Fee Schedule.

Termination: Termination of this Agreement will revoke your licence to use the RapidCents Software. However, termination will not affect any provisions of this Agreement that, by their nature, are intended to survive termination, including obligations related to intellectual property, confidentiality, and liability.

A.8 Transaction return policy

RapidCents does not maintain a separate, overarching return policy for transactions processed through its Services, as the responsibility for establishing and managing return and refund policies for goods and services rests solely with you, the Merchant. However, Refund transactions (i.e., returning funds to a Customer) initiated through the RapidCents platform are processed similarly to Sale or Purchase transactions, subject to applicable processing fees and Network Rules. You are required to establish and clearly communicate a fair and transparent return, refund, cancellation, or adjustment policy to your Customers in compliance with applicable laws and Association Rules. For detailed information on processing refunds via the RapidCents platform, please refer to the relevant documentation available at https://help.rapidcents.com/refunds.

A.9 Code of Conduct

RapidCents adheres to the principles outlined in the Code of Conduct for the Credit and Debit Card Industry in Canada. You are also expected to conduct your business in a manner consistent with this Code. The full Code of Conduct is publicly available on the Financial Consumer Agency of Canada (FCAC) website.

A.10 Statements

Comprehensive details regarding your transaction history, including processed payments, fees, refunds, chargebacks, and settlement amounts, will be made available to you electronically through your secure RapidCents Dashboard. You can access your Dashboard by logging into your RapidCents Account via the RapidCents website. It is your responsibility to regularly review these statements for accuracy and report any discrepancies to RapidCents promptly.

A.11 Fee Disclosure Box

Most card-not-present transactions in Canadian dollars cost 2.9% plus 30 cents. International cards and transactions presented in US dollars cost more. A disputed payment carries a fee, and that fee comes back in full if the customer’s bank decides the dispute in your favour.

The following tables outline the standard processing fees applicable to transactions processed through your RapidCents Account. Please note that these fees are subject to change in accordance with the terms of this Agreement. Additional fees may apply for specific services, international transactions, or under certain circumstances as detailed in the “Other Fees Disclosure Box” or the full Fee Schedule.

“Card-Not-Present” (CNP) refers to transactions where the physical payment card is not electronically read by a terminal at the point of sale. This typically includes online payments, mail order/telephone order (MOTO) transactions, and manually keyed-in card details.

“Card-Not-Present” means that the card was not electronically read. Generally, the card information is manually key-entered (e.g. online payment).

Standard processing fees — card-not-present transactions in CAD

Payment card type	Card-not-present
Visa Classic	2.9% + CA$0.30
Visa Infinite	2.9% + CA$0.30
Visa Infinite Privilege	2.9% + CA$0.30
Visa Business	2.9% + CA$0.30
Visa Prepaid	2.9% + CA$0.30
Visa Debit	2.9% + CA$0.30
MasterCard Classic	2.9% + CA$0.30
MasterCard World	2.9% + CA$0.30
MasterCard World Elite	2.9% + CA$0.30
MasterCard Business	2.9% + CA$0.30
MasterCard Debit	2.9% + CA$0.30
MasterCard Prepaid	2.9% + CA$0.30
American Express	2.9% + CA$0.30
Discover Consumer	2.9% + CA$0.30
Discover Commercial	2.9% + CA$0.30
Diners Club International (Domestic)	2.9% + CA$0.30
Successful charge presented in USD	2.9% + US$0.30
Interac Debit	2.9% + US$0.30

Other fees

Item	Fee
Visa International Cards presented in CAD	3.5% + CA$0.30
MasterCard International Cards presented in CAD	3.5% + CA$0.30
Discover International Cards presented in CAD	3.5% + CA$0.30
Diners Club International (Non-Domestic) Cards presented in CAD	3.5% + CA$0.30
International cards presented in CAD	3.5% + CA$0.30
International cards presented in USD	3.5% + US$0.30
Currency Conversion Fee	10% above the daily mid-market rate.
Dispute Fee	CA$25.00

Disputed payments, such as chargebacks, incur a fee. If the customer’s bank resolves the dispute in your favour, the fee is fully refunded.

Standard processing fees — transactions presented in USD

Item	Fee
Canadian Merchants that process USD — All card types (Process USD and Deposited in USD in Canada)	3.9% + $0.50 USD/Transaction + $3/settlement

Fees for Card-Present transactions, if applicable, will be provided separately based on the specific hardware and processing method used.

A.12 Other fees

The following fees apply to the optional services named below, in addition to the standard processing fees set out in the Fee Disclosure Box.

• Chargeback prevention and 3D Secure: $350 monthly plus $0.50 per Transaction.
• RapidCents Online Ordering: $39.95 monthly service fee, plus 3.9% + $0.95 per transaction.
• DoorDash delivery fee: deliveries within 5 miles incur a base rate of $9.75 USD. For deliveries beyond 5 miles, the fee is an additional $0.75 USD per mile up to a maximum of 15 miles. 100% of this tip amount goes to DoorDash Drivers and RapidCents Software.

Section B — Use of Services and APIs

B.1 Account registration and management

1.1 Eligibility. To use the Services, you must register for a RapidCents account (“RapidCents Account”). You must be a business entity or sole proprietor operating in Canada or another jurisdiction supported by RapidCents, and you must be authorized to conduct business in your jurisdiction. You must provide accurate, current, and complete information during the registration process and keep your account information updated.

1.2 Account Security. You are responsible for maintaining the confidentiality and security of your RapidCents Account credentials, including passwords and API keys. You are fully responsible for all activities that occur under your account. You agree to notify RapidCents immediately of any unauthorized use of your account or any other breach of security.

1.3 Verification and Underwriting. You authorize RapidCents, directly or through third parties, to make any inquiries we consider necessary to validate your identity and assess your business risk. This may include ordering a credit report, verifying information against third-party databases, or requesting additional documentation. You authorize RapidCents to obtain business and personal credit reports about you (including principals, beneficial owners, and guarantors) at any time.

B.2 Licence to use the Services

Subject to your compliance with this Agreement, RapidCents grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your internal business purposes as permitted by this Agreement.

B.3 API usage

If you utilize RapidCents’ Application Programming Interfaces (“APIs”), you must comply with the current API documentation and usage guidelines provided by RapidCents. You are responsible for the security of your API keys. RapidCents may set limits on your API usage (e.g., number of requests per second).

B.4 Restrictions on use

You agree not to, and not to allow third parties to:

• (a) Use the Services for any illegal, fraudulent, or unauthorized purpose, including activities prohibited by RapidCents’ Acceptable Use Policy.
• (b) Use the Services in a manner that violates any applicable law, regulation, or Network Rule.
• (c) Copy, modify, reverse engineer, decompile, or disassemble any part of the Services or RapidCents Software.
• (d) Rent, lease, sell, distribute, or sublicense the Services or RapidCents Software.
• (e) Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
• (f) Attempt to gain unauthorized access to the Services or related systems or networks.
• (g) Use the Services to process transactions for any third party or act as a payment intermediary or aggregator.
• (h) Transmit any worms, viruses, malware, or any code of a destructive nature.

B.5 Acceptable use and immediate suspension

You have to follow the Acceptable Use Policy. If you break it, RapidCents can cut off your access without warning and hold your funds while it investigates.

You must comply with RapidCents’ Acceptable Use Policy (the “AUP”) which is available at https://rapidcents.com/acceptable-use/ and incorporated by reference into this Agreement. By agreeing to this Agreement, you confirm that you have read, understood, and agree to the AUP. You agree to reimburse RapidCents for all fees, fines, losses, or other costs that RapidCents incurs arising from Account Content or activities that breach this Agreement or the AUP.

If you or your Secondary Users intentionally violate the AUP, or use the Services in breach of this Agreement in a way that, in RapidCents’ judgment, imminently threatens the security, integrity, or availability of the Services, RapidCents may immediately suspend your use of the Services without prior notice.

During any suspension period, RapidCents may hold all funds in your RapidCents Account or Reserve until the resolution of any investigation or dispute. You waive any right to make a claim against RapidCents for losses you incur that may result from such actions taken by RapidCents for integrity or security reasons.

RapidCents reserves the right to immediately suspend or terminate your access to the Services without notice if:

• (a) You breach any provision of this Agreement or the AUP;
• (b) RapidCents reasonably suspects that you are using the Services for fraudulent, illegal, or unauthorized purposes;
• (c) Your activities or content pose a security risk to RapidCents or other users;
• (d) You engage in activities that RapidCents determines, in its sole discretion, to be abusive, offensive, or harmful to RapidCents, its reputation, or other merchants;
• (e) You fail to cooperate in any investigation or to provide additional information as requested by RapidCents;
• (f) Your Chargeback rates, return rates, or customer complaint levels exceed thresholds established by RapidCents, the Acquirer, or the Associations; or
• (g) RapidCents determines, in its sole discretion, that continued provision of Services may subject RapidCents, the Acquirer, or the Associations to unacceptable risks or liability.

B.6 Third-party services and content

RapidCents may provide access to third-party services, applications, software, or content (“Third-Party Services”) to enhance your use of the Services. These Third-Party Services may include payment plugins, integrations with e-commerce platforms, accounting software connections, or other business tools that interact with the RapidCents platform.

Any forms, templates, or Third-Party content are provided “as is” and “as available,” exclusive of any warranty whatsoever, and are used by you at your own risk. RapidCents does not warrant that forms, templates, and Third-Party content comply with applicable laws or your legal or regulatory requirements, that they are accurate or current, or that they are effective to accomplish their apparent purpose. You acknowledge that RapidCents is not providing any legal or financial advice to you, and you agree to obtain your own legal and financial advice on all matters related to the Services, forms, templates, and Third-Party content.

RapidCents shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from your use of, inability to use, or the performance or failure of any Third-Party Services.

You acknowledge and agree that:

• (a) RapidCents does not endorse, control, or accept responsibility for any Third-Party Services you choose to integrate with your RapidCents Account;
• (b) Your use of any Third-Party Services is entirely at your own risk and discretion;
• (c) RapidCents makes no representations or warranties regarding the functionality, security, or reliability of any Third-Party Services;
• (d) RapidCents is not responsible for any damages, losses, or liabilities arising from your use of Third-Party Services;
• (e) You are solely responsible for evaluating, selecting, and implementing any Third-Party Services;
• (f) You must comply with all terms and conditions imposed by the providers of Third-Party Services;
• (g) RapidCents may discontinue support for any Third-Party Services at any time without notice; and
• (h) The availability of Third-Party Services through RapidCents does not imply any business relationship between RapidCents and the third-party provider.

B.7 RapidCents-supplied hardware

If a RapidCents terminal is lost, stolen or tampered with, you must both phone and email within 24 hours; until RapidCents has received both, everything processed on that terminal is your liability. You also have to insure the Hardware and pay to replace it.

Merchant shall safeguard all point-of-sale terminals, card readers, PIN pads, and any other physical hardware provided or leased by RapidCents (“Hardware”).

• (a) Loss / Theft Reporting. If any Hardware is lost, stolen, tampered with, or suspected of being compromised, Merchant must (i) call RapidCents Customer Service at +1 (844) 957-2743 and (ii) send written notice to [email protected] — in each case no later than twenty-four (24) hours from the incident (or the time when Merchant reasonably should have discovered the incident). Until RapidCents receives both the phone report and the written notice, Merchant remains fully liable for all Transactions — authorized or unauthorized — processed through the missing or compromised Hardware and for any resulting Chargebacks, Refunds, Fines, or other losses.
• (b) Insurance. Throughout the term of this Agreement, Merchant shall maintain, at its own expense, commercial property (or business-contents) insurance covering all RapidCents Hardware for its full replacement value against risks of loss, theft, and accidental damage. Such policy must (i) name RapidCents Inc. as loss payee (or, in Québec, beneficiary) with respect to the Hardware, (ii) provide primary coverage without right of contribution from RapidCents, and (iii) waive all rights of subrogation against RapidCents. Merchant shall furnish certificates of insurance or other satisfactory evidence of coverage upon RapidCents’ request.
• (c) Replacement & Damage Fees. Merchant is responsible for (i) the replacement cost of any lost, stolen, destroyed, or irreparably damaged Hardware (including shipping, handling, and taxes), and (ii) all ancillary losses RapidCents incurs arising from such incident, including but not limited to Chargebacks, Refunds, Fines, network penalties, and investigative expenses. RapidCents may debit any such amounts from the Merchant’s settlement funds, Reserve, or Payout Account, or invoice Merchant directly. Any invoiced amount not paid when due shall accrue interest in accordance with Section F (Interest on Overdue Amounts). Replacement Hardware will be supplied only after RapidCents receives full payment (or a satisfactory payment arrangement) for all amounts owed under this subsection.

Section C — Payment Services

C.1 Payment processing

Subject to the terms of this Agreement, RapidCents will provide you with Payment Services enabling you to accept various payment methods from your Customers, including credit cards, debit cards, and potentially other methods as offered by RapidCents from time to time (each a “Payment Method”). RapidCents will facilitate the processing of your Transactions, which includes receiving Transaction requests initiated by you or your Customers, submitting them through the necessary payment networks via the Acquirer for authorization, and facilitating the settlement of funds for approved Transactions to your designated Payout Account (as defined below), net of applicable Fees, Chargebacks, Refunds, Reserves, and Fines.

C.2 Authorization and settlement

You authorize RapidCents and the Acquirer to receive, process, and settle payment Transactions on your behalf. All Transactions are subject to authorization by the relevant issuing bank or Payment Method provider. RapidCents does not guarantee that any submitted Transaction will be authorized or settled. Funds from authorized and settled Transactions will typically be credited to your RapidCents Account balance according to the settlement timelines of the relevant payment networks, minus applicable Fees. RapidCents will then initiate payouts of your available balance to your designated bank account (“Payout Account”) according to the Payout Schedule specified in your RapidCents Dashboard, subject to the terms herein, including provisions related to Reserves and security interests.

C.3 Network Rules compliance

When accepting payments via specific Payment Methods (e.g., Visa, MasterCard, Interac), you must comply with all applicable Network Rules.

The Associations may amend their Network Rules at any time without notice to you. RapidCents reserves the right to modify the Payment Services or require changes to your procedures to comply with Network Rules. Failure to comply with Network Rules can result in fines, penalties, restrictions, or termination of your ability to accept the relevant Payment Method.

Key requirements often include:

• (a) Honouring all valid cards of the types you elect to accept without discrimination.
• (b) Displaying Association marks in accordance with Network Rules.
• (c) Not adding any surcharge to card Transactions unless expressly permitted by Network Rules and applicable law, and only if proper notification and disclosure requirements are met.
• (d) Obtaining proper authorization for all Transactions.
• (e) Providing legible Transaction receipts that comply with Network Rule requirements.
• (f) Ensuring secure handling of all Cardholder Data in compliance with PCI DSS.
• (g) Cooperating in investigations related to Transactions or potential rule violations.

C.4 Chargebacks and disputes

If a Customer’s bank reverses a payment, the amount and a Dispute Fee come out of your account. You get a limited window to contest it with evidence, and RapidCents cannot guarantee the outcome.

A “Chargeback” is a reversal of a prior Transaction initiated by the Customer’s issuing bank, typically at the request of the Customer, according to Association Rules. Chargebacks can occur for various reasons, including unauthorized use of the card, non-receipt of goods/services, defective merchandise, processing errors, or failure to comply with Network Rules. You are responsible for the full amount of all Chargebacks related to Transactions processed through your RapidCents Account, plus any associated Dispute Fees (as per the Fee Disclosure Box).

RapidCents will provide you with notice of any Chargeback and relevant details provided by the Acquirer or issuing bank. You will have a limited timeframe (as dictated by Network Rules) to respond and provide compelling evidence to contest the Chargeback. RapidCents may assist in facilitating the dispute process but does not guarantee the outcome. If the Chargeback is upheld, or if you fail to respond adequately within the required timeframe, the Chargeback amount plus the Dispute Fee will be debited from your RapidCents Account balance, Payout Account, or Reserve. You agree to cooperate fully with RapidCents in investigating and resolving any Disputes or Chargebacks. Maintaining high Chargeback rates can lead to increased scrutiny, higher fees, reserve requirements, and potential termination of your account. The Associations set thresholds of their own, and an Association, the Acquirer or RapidCents may set a lower or different one for you, for your merchant category or for your industry, which applies to you once it has been communicated to you; Section H.6 (Chargeback thresholds and remediation) states the thresholds that apply under this Agreement, how they are calculated, and what RapidCents may do when you are in excess of one.

C.5 Refunds

You are responsible for establishing and managing your refund policy in compliance with applicable laws and Network Rules. You may initiate refunds for prior Transactions through the RapidCents Dashboard or API, provided sufficient funds are available in your RapidCents Account balance. Refunds must be processed back to the original Payment Method used for the Transaction. Processing cash refunds or refunds via alternative methods for transactions originally processed through the Services is generally prohibited by Network Rules. All refunds are subject to standard transaction processing Fees unless otherwise specified in the Fee Schedule. RapidCents is not responsible for funding refunds if your account balance is insufficient; in such cases, funds may be debited from your Payout Account or Reserve.

C.6 Payouts and payout schedule

Your settled money goes to the Canadian bank account you nominate, on the schedule shown in your Dashboard. RapidCents can also debit that account for what you owe, and can change the schedule or hold funds for risk and compliance reasons; funds held that way earn you no interest.

6.1 Payout Account. You must designate a valid Canadian bank account held at a Canadian financial institution in your name (the “Payout Account”) within your RapidCents Dashboard to receive payouts of your settled funds. You are responsible for ensuring the accuracy and completeness of your Payout Account information. You authorize RapidCents to initiate credit entries (payouts) to your Payout Account for settled funds, and debit entries to recover amounts owed to RapidCents (e.g., Fees, Chargebacks, Refunds, Fines).

6.2 Payout Schedule. The frequency and timing of payouts (your “Payout Schedule”) will be specified in your RapidCents Dashboard. Payouts are typically initiated based on your available account balance, subject to standard settlement delays from payment networks and potential holding periods imposed by RapidCents for risk management purposes (e.g., for new accounts or high-risk merchants). RapidCents may require an initial holding period before initiating the first payout. While RapidCents will adhere to the specified Payout Schedule, delays may occur due to actions by Financial Services Providers (including your own bank) or as a result of risk reviews, investigations, or compliance requirements. RapidCents is not responsible for delays caused by third parties or for any failure by your bank to credit your Payout Account promptly.

6.3 Payout Modifications and Suspensions. RapidCents reserves the right to change your Payout Schedule, temporarily suspend payouts, or withhold funds if deemed necessary for risk management or compliance purposes. Any funds RapidCents withholds or suspends under this Section C shall be non-interest bearing, and Merchant expressly waives any claim to interest or earnings on such funds. Examples include, but are not limited to: (i) pending, anticipated, or excessive Chargebacks, Disputes, or Refunds; (ii) suspected fraudulent or unauthorized activity associated with your account; (iii) violations of this Agreement or applicable laws/rules; (iv) pending investigations by RapidCents, Acquirer, Associations, or law enforcement; (v) requirements imposed by law, regulation, or court order; or (vi) upon termination of this Agreement, to cover potential trailing liabilities. If payouts are suspended or withheld, RapidCents will provide notice outlining the general reason and, where possible, an estimated timeline for release of funds.

6.4 Multi-Currency Processing. If offered by RapidCents and utilized by you, services allowing you to accept payments in one currency and receive settlement in a different currency (“Multi-Currency Processing”) will be subject to additional terms and fees, including currency conversion rates determined by RapidCents or its partners at the time of the Transaction or Refund. You must provide valid Payout Accounts for each settlement currency requested. RapidCents reserves the right to add or remove available settlement currencies.

6.5 Bank Account Maintenance and Minimum Balance. You shall maintain your designated Payout Account throughout the term of this Agreement, including any extensions or renewals thereof. You shall, at all times, maintain sufficient funds in the Payout Account to ensure that any and all fees, charges, and costs provided for under this Agreement are paid, including any Chargeback amounts, Refunds, or Reserve requirements set by RapidCents in accordance with this Agreement.

You agree to deposit funds into the Payout Account as required to ensure that sufficient funds are maintained in the Payout Account at all times. RapidCents may establish a minimum balance requirement for your Payout Account based on your transaction volume, risk profile, or other factors determined by RapidCents in its sole discretion. You will be notified of any minimum balance requirement through your RapidCents Dashboard.

You authorize RapidCents to make deposits to or withdrawals from the Payout Account at any time without notice. RapidCents will have no signatory or ownership rights in the Payout Account and will have no right to negotiate or assert ownership rights in deposited funds. You shall be responsible for all bank charges related to the Payout Account and you shall designate employees authorized to make changes to the Payout Account. Any changes proposed to the Payout Account shall be submitted via the RapidCents Dashboard and must be approved by RapidCents. Should you modify the Payout Account without following the aforementioned process, you indemnify and hold RapidCents harmless for any administration or other activity initiated by RapidCents.

If required by RapidCents, or any other financial institution where the Payout Account is maintained, you agree to sign any additional documents to authorize the deposits and withdrawals, including without limitation, ACH/EFT Transactions. You waive any claims for loss or damage arising out of any charges or debits to the Payout Account against any designated financial institution where the account is maintained.

C.7 Reserves

RapidCents can hold back part of your funds as security if it judges your account to carry elevated risk, and it will tell you the amount, the reason and the conditions for release. Reserve funds pay you no interest, and after the Agreement ends they can continue to be held while liabilities or an investigation are still open.

RapidCents reserves the right to establish a reserve account or require you to maintain a minimum balance in your RapidCents Account (a “Reserve”) to secure the performance of your obligations under this Agreement. A Reserve may be required if RapidCents, in its sole discretion, determines that there is an elevated level of risk associated with your account, business activities, or transaction patterns. Factors influencing the decision to require a Reserve may include, but are not limited to: high Chargeback rates, processing in high-risk industries, significant changes in transaction volume or average ticket size, financial instability, history of customer disputes, selling goods/services with long fulfillment times, or potential violations of this Agreement or Network Rules.

If a Reserve is required, RapidCents will provide you with notice specifying the amount of the Reserve, the reason for its implementation, and the conditions under which the funds will be held and eventually released. The Reserve amount will be determined by RapidCents based on its assessment of potential future losses (e.g., anticipated Chargebacks, Refunds).

RapidCents may adjust the Reserve amount or conditions at any time based on ongoing risk assessments. Funds held in Reserve do not accrue interest payable to you. Upon termination of this Agreement, RapidCents may continue to hold Reserve funds for a reasonable period (typically 180 days or longer, depending on the risk profile and potential for trailing liabilities like Chargebacks) to cover any outstanding or potential future obligations.

RapidCents may continue to hold such funds until any related investigation, including Association or law-enforcement inquiries, is fully resolved to RapidCents’ satisfaction.

The Reserve may be funded through various methods, including:

• (a) deductions from your incoming settlements;
• (b) direct debits from your Payout Account;
• (c) holding a percentage of your daily transaction volume; or
• (d) requiring a direct deposit from you.

Section D — Data, Privacy and Security

D.1 Data protection and privacy

You decide what information is collected from your customers and why, so you are the one who has to hold the consents and give the privacy notices. RapidCents handles that information on your instructions in order to run the Services. For the work RapidCents does on its own account — verifying who you are, screening sanctions, reporting to its regulators, running its own fraud and risk controls — RapidCents decides for itself and answers for that itself, and you are not made answerable for it. The RapidCents Privacy Policy forms part of this Agreement, and clause 4 of the Data Processing Addendum sets out which activities fall on which side.

RapidCents is committed to protecting the privacy and security of all data processed through the Services. This section outlines the responsibilities and obligations of both parties regarding data handling, with particular emphasis on Customer Data.

1.1 Customer Data: “Customer Data” refers to any personal information or data relating to your Customers that is collected, processed, or stored in connection with the Services, including but not limited to names, addresses, email addresses, phone numbers, payment card information, bank account details, purchase histories, and other transaction-related information. You acknowledge that you are the data controller with respect to Customer Data, and that RapidCents acts as a data processor on your behalf for the processing it carries out on your documented instructions in order to provide the Services. Where RapidCents instead processes Customer Data or Transaction Data on its own account and not on your instruction, RapidCents acts as a data controller in its own right and not as your processor. That includes the purposes at D.3.1(b) to D.3.1(f) that RapidCents decides on and carries out for itself; the customer identification, beneficial ownership, record keeping, transaction monitoring, sanctions screening and reporting obligations recorded at H.3; and the risk, fraud, sanctions and compliance controls that H.8 states RapidCents operates for its own account and in the interests of the Acquirer, the Associations and other merchants rather than for your benefit. The role follows the activity and not the record: the same information may be processed by RapidCents in each capacity at different times and for different purposes. This division does not change what you are responsible for under 1.2 below, does not make you answerable for processing RapidCents decides on and carries out for itself, and does not reduce what RapidCents owes you as your processor under 1.3 below. Clause 4 of the Data Processing Addendum at /legal/data-processing-addendum sets out which activities fall on each side of the division.

1.2 Your Responsibilities: As the data controller, you are responsible for the matters set out at 1.2(a) to 1.2(f) below.

1.3 RapidCents’ Responsibilities: In its capacity as a data processor, RapidCents will do the things set out at 1.3(a) to 1.3(f) below.

• 1.2(a) Ensuring you have all necessary rights, permissions, and consents to collect, process, use, and share Customer Data with RapidCents and our service providers.
• 1.2(b) Providing clear and accurate privacy notices to your Customers that disclose how their data will be used, including the sharing of such data with RapidCents for payment processing purposes.
• 1.2(c) Implementing appropriate technical and organizational measures to protect Customer Data under your control.
• 1.2(d) Complying with all applicable privacy and data protection laws, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA), provincial privacy laws, and if applicable, international regulations such as the General Data Protection Regulation (GDPR) or California Consumer Privacy Act (CCPA) when dealing with Customers from those jurisdictions.
• 1.2(e) Promptly notifying RapidCents of any actual or suspected data breach affecting Customer Data.
• 1.2(f) Responding to and fulfilling data subject access requests, deletion requests, and other rights exercised by your Customers under applicable privacy laws.
• 1.3(a) Process Customer Data only for the purposes of providing the Services and in accordance with this Agreement and your documented instructions.
• 1.3(b) Implement appropriate technical and organizational security measures to protect Customer Data.
• 1.3(c) Assist you, to the extent reasonably possible, in responding to data subject requests and fulfilling your obligations under applicable data protection laws.
• 1.3(d) Notify you without undue delay upon becoming aware of a data breach affecting Customer Data.
• 1.3(e) Ensure that personnel authorized to process Customer Data are bound by appropriate confidentiality obligations.
• 1.3(f) Upon termination of the Services, return or delete Customer Data in accordance with this Agreement, except where retention is required by law.

1.4 Privacy Policy: RapidCents’ collection and use of your information and Customer Data is governed by the RapidCents Privacy Policy at https://rapidcents.com/privacy-policy/, which is incorporated by reference into this Agreement. You acknowledge that you have reviewed and understand the Privacy Policy.

D.2 Data security

You have to keep your own systems, processes and staff PCI DSS compliant and reasonably secure. If card data is or might be compromised, email [email protected] and [email protected] immediately, leave the records untouched, cooperate with the approved investigator, and expect to carry the cost of the investigation.

2.1 PCI DSS Compliance: Both parties must comply with the Payment Card Industry Data Security Standard (PCI DSS) when handling Cardholder Data. You agree to the obligations set out at 2.1(a) to 2.1(d) below.

2.2 Security Measures: You agree to implement and maintain reasonable security measures appropriate to the nature of the information to protect Customer Data and your account credentials, including but not limited to the measures set out at 2.2(a) to 2.2(f) below.

• 2.1(a) Maintain PCI DSS compliance for your systems, processes, and personnel.
• 2.1(b) Complete all required PCI DSS validation documentation applicable to your merchant level.
• 2.1(c) Promptly remediate any compliance issues identified during assessments or scans.
• 2.1(d) Notify RapidCents immediately of any suspected or confirmed breach of Cardholder Data.
• 2.2(a) Using strong, unique passwords and enabling multi-factor authentication where available.
• 2.2(b) Regularly updating and patching systems, applications, and software.
• 2.2(c) Implementing firewalls, encryption, and access controls.
• 2.2(d) Conducting regular security assessments and vulnerability scans.
• 2.2(e) Training personnel on security awareness and data protection practices.
• 2.2(f) Developing and maintaining an incident response plan.

2.3 Compromised Data Events and Forensic Investigations: You will immediately notify RapidCents of any suspected, alleged, or confirmed compromised data event (“Compromised Data Event”), regardless of the source, including a Compromised Data Event affecting any of your third-party service providers, by emailing both [email protected] and [email protected].

RapidCents may engage a forensic vendor approved by an Association to investigate a Compromised Data Event, and you agree to cooperate fully with such forensic vendor so that it may immediately conduct an examination of your equipment, systems, and your third-party service providers’ procedures and records to enable it to issue a written report of its findings. You agree that upon your suspected or actual discovery of a Compromised Data Event, you will not alter or destroy any related records. You agree to maintain complete and accurate documentation regarding any modifications made to the records.

You agree to share with RapidCents and its service providers all information related to your or any Associations’ investigation related to any actual or suspected Compromised Data Event (including, but not limited to, forensic reports and systems audits), and RapidCents and its service providers may share that information with Associations. Upon notice to you, RapidCents or its service providers, or the respective representatives of each may conduct remote electronic scans of your systems to confirm compliance with the requirements of the Network Rules and applicable laws. You must promptly cooperate with any such parties to facilitate the scans.

You shall be solely responsible for all costs associated with any forensic investigation, including but not limited to the costs of the forensic examiner, card replacement costs, fines or penalties imposed by the Associations, and any other costs related to the Compromised Data Event. RapidCents may, at its discretion, apply funds from your RapidCents Account balance, Payout Account, or Reserve to cover these costs if they are not promptly paid by you.

D.3 Data usage and sharing

RapidCents uses Transaction Data to process payments, fight fraud, assess risk, meet legal obligations and produce aggregated, anonymized benchmarks. Signing this Agreement also authorizes RapidCents to use your company name, logo and photos of your premises and owners in its marketing, during the term and for two years after it ends. That authorization is opt-out, not opt-in: it applies unless you revoke it in writing.

3.1 Transaction Data: RapidCents may collect, use, and share data related to Transactions processed through the Services (“Transaction Data”) for the purposes set out at 3.1(a) to 3.1(f) below.

3.2 Marketing and Communication: Subject to your marketing preferences and applicable law, RapidCents may use your contact information to send you the communications set out at 3.2(a) to 3.2(d) below.

• 3.1(a) Processing payments and providing the Services.
• 3.1(b) Detecting and preventing fraud, security breaches, and other harmful activity.
• 3.1(c) Conducting risk assessments and underwriting.
• 3.1(d) Analyzing usage patterns and improving the Services.
• 3.1(e) Complying with legal obligations, including anti-money laundering and know-your-customer requirements.
• 3.1(f) Aggregating and anonymizing data for industry benchmarking, analytics, and research.
• 3.2(a) Service-related announcements and updates.
• 3.2(b) Security alerts and mandatory notices.
• 3.2(c) Information about new features, products, or services that may be of interest to you.
• 3.2(d) Promotional offers and marketing communications, which you may opt out of at any time.

3.3 Marketing Authorization: By entering into this Agreement, you expressly authorize RapidCents to use your company name, logo, photos of your company premises, photos of company owners, and other business-related imagery for testimonials, reviews, case studies, and other marketing purposes on RapidCents’ website, social media accounts, promotional materials, and other marketing channels. This authorization remains in effect during the term of this Agreement and for a period of two (2) years following termination, unless you expressly revoke this authorization in writing. RapidCents will use such materials in a professional manner that reflects positively on your business.

Section E — Intellectual Property, Liability and Indemnification

E.1 Intellectual property

1.1 RapidCents IP: RapidCents owns all right, title, and interest in and to the Services, RapidCents Software, APIs, documentation, RapidCents trademarks and logos, and all related intellectual property rights (“RapidCents IP”). This Agreement does not grant you any rights to RapidCents IP except for the limited license to use the Services as expressly stated herein.

1.2 Merchant Content: You retain ownership of all content, data, and information you provide or upload to the Services (“Merchant Content”). You grant RapidCents a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, and display Merchant Content solely to the extent necessary to provide the Services.

1.3 Feedback: If you provide RapidCents with any suggestions, ideas, improvements, or other feedback regarding the Services (“Feedback”), you grant RapidCents a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.

E.2 Confidentiality

“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement that is marked as confidential or reasonably should be understood to be confidential. The Recipient agrees to protect the Discloser’s Confidential Information with the same degree of care it uses for its own similar information (but no less than reasonable care) and not to use or disclose it except as necessary to perform its obligations or exercise its rights under this Agreement, or as required by law.

Confidential Information does not include information that:

• (a) is or becomes publicly known through no fault of the Recipient;
• (b) was known to the Recipient prior to disclosure;
• (c) is rightfully received from a third party without breach of any confidentiality obligation; or
• (d) is independently developed by the Recipient.

E.3 Representations and warranties

You represent and warrant that:

• (a) You have the full power and authority to enter into and perform your obligations under this Agreement.
• (b) You are duly organized, validly existing, and in good standing under the laws of your jurisdiction of formation.
• (c) Your use of the Services will comply with all applicable laws, regulations, and Network Rules.
• (d) All information you provide to RapidCents is accurate, current, and complete.
• (e) You have obtained all necessary rights and consents to provide Merchant Content and Customer Data to RapidCents.

E.4 Disclaimer of warranties

Except as expressly provided herein, the services are provided “as is” and “as available” without any warranties of any kind, either express or implied. RapidCents disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant that the services will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

E.5 Limitation of liability

RapidCents is not responsible for indirect losses such as lost profits, lost revenue, lost data or loss of use, even if it was warned they could happen. Where RapidCents is liable, the most it can owe you in total is the fees you actually paid it for the services in the three months before the event that caused the claim.

To the fullest extent permitted by law, in no event shall RapidCents, its affiliates, or their respective officers, directors, employees, agents, or service providers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, revenue, data, or use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to or use of the services, even if RapidCents has been advised of the possibility of such damages.

In no event shall RapidCents’ total aggregate liability arising out of or related to this agreement exceed the total amount of fees actually paid by you to RapidCents for the services during the three (3) month period immediately preceding the event giving rise to the claim.

E.6 Indemnification

You agree to indemnify, defend, and hold harmless RapidCents, its affiliates, and their respective officers, directors, employees, agents, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to:

• (a) Your breach of this Agreement, including any representations or warranties.
• (b) Your use of the Services in violation of applicable laws, regulations, or Network Rules.
• (c) Any Chargebacks, Refunds, Fines, or penalties assessed against RapidCents related to your Transactions.
• (d) Any claim by a third party (including your Customers) arising from your products, services, or business practices.
• (e) Your failure to comply with data security or privacy obligations, including PCI DSS.
• (f) Any infringement or misappropriation of third-party intellectual property rights by Merchant Content.
• (g) Any personal injury, property damage, or other harm caused by your products or services.
• (h) Any taxes, duties, or governmental charges related to your business or Transactions (excluding taxes based on RapidCents’ net income).

E.7 Governing law and dispute resolution

Ontario law and the federal laws of Canada apply. Disputes are decided by a single arbitrator in Toronto, Ontario, under the ADR Institute of Canada rules rather than by a court, and that includes arguments about whether a dispute has to be arbitrated at all. Either party can still ask a court for interim relief in support of the arbitration. Clause H.10 sets out the two cases in which a claim goes to court instead: where the individual-proceedings requirement in H.10 is held unenforceable for that claim, and where consumer protection legislation does not permit the person bringing it to be held to an arbitration agreement.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Toronto, Ontario, before one arbitrator. The arbitration shall be administered by ADR Institute of Canada pursuant to its applicable Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

E.8 Force majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, fire, flood, natural disaster, act of terrorism, labor disputes or strikes, war, civil disorder, pandemics, epidemics, quarantines, failure of telecommunications or internet service providers, failure of power or other utility service, governmental restrictions, or the like. The affected party shall give the other party prompt written notice of the force majeure event and shall use reasonable commercial efforts to minimize the impact of such event.

E.9 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without RapidCents’ prior written consent, and any attempt to do so without such consent will be void.

RapidCents may assign this Agreement, in whole or in part, without your consent to:

• (a) a subsidiary or affiliate;
• (b) an acquirer of RapidCents’ business, equity, or assets; or
• (c) a successor by merger or consolidation.

Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

E.10 Waiver and severability

The failure of RapidCents to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of RapidCents.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and the provision alleged to be invalid or unenforceable will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties.

Section F — Additional Provisions

F.1 Term and termination

The agreement runs four years and then renews year to year unless one side gives thirty days’ notice. You can close your account whenever you want and RapidCents charges nothing to do it, but you still owe what you already owed.

1.1 Term. This Agreement commences on the date you electronically accept it or otherwise indicate your acceptance (the “Effective Date”) and continues for an initial term of four (4) years (the “Initial Term”), unless terminated earlier as provided herein. Following the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

1.2 Termination by you. You may terminate this Agreement at any time by providing written notice to RapidCents and closing your RapidCents Account. RapidCents does not charge an early termination fee and does not impose any penalty for closing an account before the end of the Initial Term or a Renewal Term.

1.3 Termination by RapidCents. RapidCents may terminate this Agreement at any time by providing you with written notice. Additionally, RapidCents may suspend or terminate your access to the Services immediately without notice if: (a) you breach any provision of this Agreement or any other agreement with RapidCents; (b) RapidCents reasonably suspects that you are using the Services for fraudulent, illegal, or unauthorized purposes; (c) RapidCents is required to do so by law, regulation, court order, or the request of a regulatory authority; (d) RapidCents determines, in its sole discretion, that your use of the Services poses an unacceptable level of risk to RapidCents or its other customers; (e) you provide false, incomplete, inaccurate, or misleading information, or otherwise engage in fraudulent or deceptive practices; (f) you fail to cooperate in any investigation or to provide additional information as requested by RapidCents; (g) your Chargeback rates, return rates, or customer complaint levels exceed thresholds established by RapidCents, the Acquirer, or the Associations; or (h) RapidCents determines, in its sole discretion, that continued provision of Services may subject RapidCents, the Acquirer, or the Associations to unacceptable risks or liability.

1.4 Effect of termination. Upon termination of this Agreement for any reason:

• (a) You will immediately cease using the Services and RapidCents Software.
• (b) All licenses granted to you under this Agreement will immediately terminate.
• (c) RapidCents may withhold funds in your RapidCents Account or establish a Reserve for a reasonable period to cover potential Chargebacks, Refunds, Fees, Fines, or other liabilities.
• (d) You remain liable for all obligations related to Transactions processed prior to termination, including Chargebacks and Refunds that may arise after termination.
• (e) All provisions of this Agreement that by their nature should survive termination shall survive, including without limitation, ownership provisions, warranty disclaimers, indemnification obligations, limitations of liability, and dispute resolution provisions.

F.2 Amendments to this Agreement

RapidCents can change this Agreement by posting a new version, and continuing to use the Services means you accept it. A new card-processing fee or an increase to an existing one still gives you the notice and cancellation rights set out in Section A.

RapidCents reserves the right to amend this Agreement at any time by posting a revised version on the RapidCents website or by otherwise providing notice to you. The revised version will be effective at the time it is posted or as otherwise stated in the notice. Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the revised Agreement. If you do not agree to the amendments, your sole and exclusive remedy is to terminate this Agreement and stop using the Services.

Notwithstanding the foregoing, material changes to payment terms, including increases to existing Fees or the introduction of new Fees related to credit card and debit card transactions, will be subject to the notice and cancellation rights set out under “Cancellation of Contract and Applicable Penalties” in the Information Summary Box.

F.3 Notices

All notices to you under this Agreement will be provided either through the RapidCents Dashboard, by email to the email address associated with your RapidCents Account, or by mail to the physical address provided in your account information. Notices to you will be deemed effective when sent or posted.

All notices to RapidCents must be in writing and sent either by email to [email protected] or by mail, return receipt requested, to: RapidCents Inc., Attention: Legal Department, 515 Consumers Road, Unit 210, North York, Ontario, M2J 4Z2. Notices to RapidCents will be deemed effective when received.

F.4 Relationship of the parties

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between you and RapidCents. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Each party shall be solely responsible for its own actions and those of its agents, employees, and subcontractors.

F.5 Third-party beneficiaries

The Acquirer and the Associations are third-party beneficiaries of this Agreement solely with respect to the provisions that relate to their rights, obligations, or protections. Otherwise, this Agreement is not intended to and does not confer any rights or remedies upon any person other than the parties to this Agreement.

F.6 Entire agreement

This Agreement, including all policies, guidelines, and other documents incorporated by reference, constitutes the entire agreement between you and RapidCents regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement may not be modified except as provided herein.

F.7 On-request disclosure

You agree to promptly provide RapidCents with any information or documentation that RapidCents may reasonably request from time to time to verify your compliance with this Agreement, applicable laws, or Network Rules. This may include, but is not limited to, financial statements, business licenses, corporate documents, transaction records, customer communications, fulfillment records, inventory information, or other business-related information.

You authorize RapidCents to share such information with the Acquirer, Associations, regulatory authorities, or other Financial Services Providers as necessary for compliance or risk management purposes. Failure to provide requested information within the timeframe specified by RapidCents may result in suspension or termination of your RapidCents Account.

F.8 Legal waiver

To the fullest extent permitted by applicable law, you hereby irrevocably waive any and all claims, rights, and causes of action you may have against RapidCents, its affiliates, and their respective directors, officers, employees, agents, and service providers arising from or relating to:

• (a) Any action taken by RapidCents in good faith to comply with applicable laws, regulations, court orders, or requests from regulatory authorities.
• (b) The implementation of risk management procedures, including the establishment of Reserves, holding of funds, or suspension of payouts.
• (c) The investigation of suspected violations of this Agreement or fraudulent, illegal, or unauthorized activities.
• (d) The termination or suspension of your RapidCents Account in accordance with this Agreement.
• (e) Any service outages, processing errors, or technical issues not directly caused by RapidCents’ gross negligence or willful misconduct.
• (f) Any losses resulting from your failure to comply with the security requirements or best practices outlined in this Agreement.

This waiver includes, without limitation, any claims for consequential, indirect, special, exemplary, or punitive damages, lost profits, business interruption, or loss of information, even if RapidCents has been advised of the possibility of such damages.

F.9 Security interest, set-off and interest on overdue amounts

RapidCents holds security over your settlement funds and your payout and deposit accounts, and it can take what you owe it straight out of those funds and accounts without asking you first. Unpaid amounts run interest at 2.5% a month and you pay the cost of collecting them.

Security Interest. To secure the prompt payment and performance of all obligations that Merchant now or hereafter owes RapidCents under this Agreement — including without limitation Fees, Fines, Chargebacks, Refunds, Reserves, interest, and indemnity claims (collectively, “Secured Obligations”) — Merchant hereby grants RapidCents Inc. a continuing first-priority security interest and lien (and, in Québec, a movable hypothec) in and to (i) all funds processed through or deposited into every Payout Account or other deposit account associated with the Merchant’s RapidCents Account, whether held now or in the future, and (ii) all proceeds thereof. Merchant will execute any documents and take any actions that RapidCents reasonably requests to perfect, maintain, and enforce this security interest or hypothec.

Right of Set-Off. RapidCents may, without notice or demand, set-off, recoup, or debit any Secured Obligation against (a) any settlement funds otherwise payable to Merchant, (b) any balance in a Payout Account, Reserve, or other account of Merchant held by RapidCents or its affiliates, and (c) any other amounts RapidCents or its affiliates owe Merchant, regardless of the currency.

Interest on Overdue Amounts. Any amount owed by Merchant to RapidCents that is not paid when due shall accrue interest on a daily basis from (and including) the due date until (but excluding) the date of actual payment at the rate of 2.5% per month (30% per annum, calculated on a simple basis) or, if lower, the maximum rate permitted by law. Merchant is also liable for all reasonable costs of collection, including lawyers’ fees and court costs.

Compliance with Legal Process. RapidCents may comply with any writ, garnishment, levy, subpoena, summons, court order, governmental demand, or other legal process (“Legal Process”) that we reasonably believe to be valid. We may, without liability to Merchant, (a) disclose information about Merchant or the Services, (b) hold, freeze, or remit funds (including settlement funds and Reserves), or (c) take any other action we deem necessary to comply with such Legal Process. Merchant will indemnify and reimburse RapidCents for any losses, costs, or expenses (including reasonable legal fees) incurred as a result of responding to or complying with any Legal Process relating to Merchant.

F.10 Interpretation

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the terms hereof. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall be construed to have the same meaning as “and/or.”

Unless the context requires otherwise:

• (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified;
• (b) any reference herein to any person shall be construed to include the person’s successors and assigns; and
• (c) the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof.

F.11 Personal guarantee of merchant obligations

If you own or control 25% or more of the business, or you sign the application or this Agreement in any capacity, you are personally on the hook for everything the business owes RapidCents. RapidCents can come after you directly for the whole amount without going after the business first.

Each individual who (i) owns or controls, directly or indirectly, at least 25% of the Merchant, or (ii) signs the RapidCents merchant application or this Agreement in any capacity (each, a “Guarantor”) hereby:

• Unconditional Guarantee. Unconditionally, irrevocably, and jointly and severally (or, in Québec, solidarily) guarantees to RapidCents Inc. the prompt and complete performance and payment of all debts, liabilities, and obligations of the Merchant to RapidCents — present or future, direct or indirect, absolute or contingent — including, without limitation, Fees, Fines, Chargebacks, Refunds, Reserves, interest, costs, and any indemnity obligations (collectively, the “Guaranteed Obligations”).
• Continuing & Unlimited. This is a continuing guarantee that remains in full force until all Guaranteed Obligations are paid in full, and it is not discharged by: (a) any extension, renewal, compromise, release, indulgence, or variation of terms granted to the Merchant; (b) any change in the Merchant’s legal status, ownership, or structure; (c) the bankruptcy, insolvency, or dissolution of the Merchant or any Guarantor; or (d) any other event that might otherwise affect a Guarantor’s liability at law or in equity. Each Guarantor waives the benefits of discussion, division, and any requirement that RapidCents first proceed against the Merchant or any collateral.
• Direct Action; Set-off. RapidCents may proceed directly against any Guarantor for the full amount of the Guaranteed Obligations without first exhausting its remedies against the Merchant or any security. RapidCents may set off any amount owing to a Guarantor against any amount the Guarantor owes under this guarantee.
• Security Interest. To secure the Guaranteed Obligations, each Guarantor grants RapidCents a first-priority security interest (and, in Québec, a movable hypothec) in all deposit accounts held by the Guarantor at any financial institution and all proceeds thereof. The Guarantor will execute any further documents RapidCents reasonably requests to perfect and maintain this security interest.
• Financial Information; Credit Checks. Each Guarantor authorizes RapidCents to obtain personal credit reports and other information about the Guarantor at any time, and to share such information with the Acquirer, Associations, or credit bureaus as needed to evaluate or enforce this guarantee.
• Costs of Enforcement. The Guarantor shall pay all costs and expenses (including reasonable lawyers’ fees) incurred by RapidCents in enforcing this guarantee or collecting the Guaranteed Obligations.
• Successors and Assigns. This guarantee binds each Guarantor and the Guarantor’s heirs, executors, administrators, personal representatives, successors, and permitted assigns, and it inures to the benefit of RapidCents and its successors and assigns.

F.12 Contact information

If you have any questions about this Agreement or the Services, please contact RapidCents at: RapidCents Inc., 515 Consumers Road, Unit 210, North York, Ontario, M2J 4Z2. Email: [email protected]. Phone: +1 (844) 957-2743. Website: www.rapidcents.com

By electronically accepting this Agreement or by using the Services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions contained herein.

Section G — Merchant Conduct, Disclosure and Card Acceptance

G.1 Description of goods and services

Describe what you sell accurately and completely enough that a Customer knows what they are buying before they pay, and sell only what your account was approved for. You are responsible for every description attached to your Transactions, including one a supplier, a marketplace or an automated tool produced for you. If a description is wrong, incomplete or misleading, the disputes, Chargebacks and costs that follow are yours.

Accurate and complete description. You must describe every product, service, subscription, digital item, ticket, membership, booking and other item you offer through the Services accurately, completely and in terms a reasonable Customer can understand, and you must make that description available to the Customer before the Customer authorizes payment. For the purposes of this Agreement a description is not accurate or complete if it omits information a reasonable Customer would consider material to the decision to buy, including a material limitation, exclusion, condition, restriction on use, expiry, geographic restriction, compatibility requirement, or the fact that an item is used, refurbished, made to order, a pre-order, digital only, or supplied by a third party.

Consistency with the approved business. You must not offer, sell or submit a Transaction for any good or service that is materially different from the business, product lines and sales channels described in your merchant application and approved by RapidCents under Section B.1.3 (Verification and Underwriting). Adding a product line, brand, storefront, website or sales channel that is materially different from what was approved requires RapidCents’ prior written approval under Section G.9 (Acceptable Use Policy and approved business type).

Responsibility for every description. You are responsible for the accuracy and completeness of every description associated with your Transactions, regardless of who or what produced it. This includes descriptions supplied by a manufacturer, distributor, franchisor, marketplace, affiliate, advertising partner or other third party, descriptions carried across from a catalogue or product feed, translations, and descriptions generated in whole or in part by an automated, algorithmic or artificial intelligence tool, whether or not that tool is made available by RapidCents. You must review any such description before it is presented to a Customer. RapidCents does not review, verify, approve or endorse your descriptions, and any review RapidCents does carry out is for its own risk purposes only and creates no duty to you.

Images, claims and comparisons. Images, samples, demonstrations, specifications, performance claims, comparative claims, endorsements, testimonials and prices displayed with an item must correspond to the item actually supplied. You must not describe an item in a way that is false, misleading or deceptive, and you must hold the substantiation that applicable consumer protection, advertising and competition law requires you to hold.

At a minimum, the description of an item must make each of the following clear where it applies to that item:

• (a) What the item is, including quantity, size, weight, volume, duration, number of units or sessions, and the model, edition or version actually supplied.
• (b) Whether the item is new, used, refurbished, a floor model, made to order, a pre-order or a backorder.
• (c) Whether the item is a physical good, a digital item, a licence, a service, a booking, a membership or a subscription, and for anything charged on a repeating basis, the matters set out in Section G.4 (Recurring payments, subscriptions and free trials).
• (d) Any condition, exclusion, restriction, expiry date, blackout period, geographic restriction, compatibility requirement or activation requirement that limits the Customer’s use of the item.
• (e) Whether the item is supplied by you or by a named third party, and who is responsible for warranty and support.
• (f) Any warranty or guarantee offered, its duration, and who honours it.
• (g) Any part of the offer that is optional, an add-on or bundled, and the separate price of that part.
• (h) Whether any part of the item is delivered, performed or activated later than the rest, together with the disclosures required under Section G.8 (Delivery, fulfilment and delayed delivery).

Allocation of risk. You carry the full amount of every dispute, Chargeback, Refund, Fine actually levied and cost actually incurred by RapidCents that arises from or relates to a description that is inaccurate, incomplete, misleading or inconsistent with the item actually supplied. This includes the amount of the Transaction, the Dispute Fee set out in Section A.11 (Fee Disclosure Box), the cost of any investigation RapidCents actually carries out, and any amount RapidCents is actually required to pay to the Acquirer, an Association or a Customer as a result. RapidCents may recover those amounts by the means set out in Section F.9 (Security interest, set-off and interest on overdue amounts). Amounts recoverable under this clause are limited to amounts RapidCents has actually incurred or become liable to pay; this clause does not impose a penalty and does not impose any charge for terminating this Agreement or closing an account.

Where disputes arising from your descriptions are repeated, or where a description failure is not corrected after RapidCents draws it to your attention, RapidCents may exercise its rights under Section C.7 (Reserves), Section B.5 (Acceptable use and immediate suspension) and Section F.1.3 (Termination by RapidCents).

G.2 What the Customer must see before paying

Before a Customer authorizes a Transaction, you must display each of the following clearly, legibly and where the Customer will actually see it, in the same place the Customer completes the purchase. Disclosure made only in a terms-of-service document, in a footer, behind a hyperlink the Customer is not required to open, or in a communication sent after the sale, does not satisfy this clause:

• (a) Total price. The total amount the Customer will be charged, including the price of the item and every mandatory charge — shipping, handling, delivery, service, booking, convenience and processing charges, deposits, and all applicable taxes. A charge the Customer cannot avoid is a mandatory charge and must be included in the total, whatever it is called.
• (b) Settlement currency. The currency in which the Transaction will be presented and settled, stated explicitly by its full name or its three-letter currency code together with the symbol. A currency symbol on its own is not sufficient where more than one currency uses that symbol. Where you offer the Customer a choice of currency, the amount in each currency offered and the conversion rate or margin you apply.
• (c) Who is selling. Your legal name and, if different, the trading or business name the Customer knows you by, together with the country and the province or state from which you operate. The name you display must correspond to the Billing Descriptor under Section G.5 (Your billing descriptor).
• (d) How to reach you. A working customer service email address or equivalent electronic contact method, a telephone number where you publish one, and the address to which returns are to be sent where you accept returns.
• (e) Delivery or fulfilment timing. When the item will be delivered, performed, made available or activated, expressed as a date or a range of business days, together with the delivery method and any delivery restriction. Section G.8 (Delivery, fulfilment and delayed delivery) applies to anything not supplied immediately.
• (f) When the Customer is charged. For anything not delivered or performed immediately, when the Customer’s Payment Method will be charged, whether that charge is a deposit, a full prepayment or an instalment, and the amount and timing of any further charge. For anything charged on a repeating basis, Section G.4 (Recurring payments, subscriptions and free trials) applies in addition to this paragraph.
• (g) Your policy. Your refund, cancellation and return policy, in accordance with Section G.3 (Refund, cancellation and return policy).

These requirements are minimums. Applicable consumer protection law — including, in Québec, the requirement that the price advertised be the total amount the Customer must pay — and the Network Rules may require more, and where they do, the higher requirement applies. RapidCents operates in Canada and in the United States, and it is your responsibility to determine what each place in which you sell requires of you.

You must create and retain a record capable of showing what a Customer was shown at the time of the Transaction, including the price, the currency, the description and the policies displayed, and you must produce that record to RapidCents on request under Section F.7 (On-request disclosure). Where the record you produce does not show a disclosure this clause requires, the disclosure is treated for the purposes of this Agreement as not having been made, and the resulting dispute, Chargeback, Refund, Fine actually levied and cost actually incurred by RapidCents are yours.

G.3 Refund, cancellation and return policy

You must have a refund, cancellation and return policy, show it to the Customer before they pay, and honour it as displayed. You can change it for future sales, but not for a sale already made. If you have no policy, or you cannot show that the Customer saw it, RapidCents treats that sale as though you had promised a full refund.

You must establish, maintain and honour a refund, cancellation, return, exchange and adjustment policy covering everything you sell through the Services. Section A.8 (Transaction return policy) records that RapidCents maintains no policy of its own for your goods and services: the policy is yours, and so is the obligation to apply it.

Display. The policy must be displayed to the Customer before the Customer authorizes the Transaction, in the same place the Customer completes the purchase, and in a form the Customer can read and retain. Where the Network Rules require the policy to be acknowledged at the point of sale, or require particular wording on a receipt or at checkout, you must satisfy that requirement as well.

Content. The policy must state the period within which a refund, cancellation, return or exchange may be requested, how the request is made, every condition attached to it (such as original packaging, proof of purchase or a return authorization), every category of item that is final sale or non-refundable, who pays return shipping and any restocking amount, and the method and timing of the refund.

Honouring the policy. You must honour your policy as it was displayed. A Refund owed under your policy must be issued to the original Payment Method in accordance with Section C.5 (Refunds), promptly and in any event within the period your policy states.

No retroactive change. You may change your policy for future sales. A change does not apply to a Transaction completed before the change took effect, and you must not apply a changed policy to such a Transaction. The policy that governs a Transaction is the policy displayed to the Customer at the time that Transaction was authorized.

Absent or undisplayed policy. If you do not have a policy, or you cannot produce a record under Section G.2 (What the Customer must see before paying) showing that the policy was displayed to the Customer before the Customer authorized the Transaction, then for the purposes of this Agreement and of any dispute, Chargeback or Refund arising from that Transaction you are treated as having offered the Customer a full refund. RapidCents may act on that basis, including by issuing or funding a Refund out of your settlement funds, your Payout Account or a Reserve, and may recover the amount and its actual costs under Section F.9 (Security interest, set-off and interest on overdue amounts).

Nothing in this clause limits a right a Customer has under applicable consumer protection law, and a policy that purports to remove or reduce such a right does not do so.

G.4 Recurring payments, subscriptions and free trials

Before you charge a Customer on a repeating basis, get their clear agreement and tell them the amount, how often, in what currency and for how long. Warn them before a free trial turns into a paid charge and before a price goes up, make cancelling at least as easy as signing up, send a receipt for every charge, and keep the consent record for as long as the mandate runs plus two years.

Application. This clause applies whenever you charge a Customer’s Payment Method more than once on a repeating, instalment, automatic renewal, negative option or usage basis, and to any free trial, discounted introductory period or other offer that converts into a charge (each, a “Recurring Mandate”).

Consent before the first charge. You must obtain the Customer’s affirmative consent to the Recurring Mandate before the first charge is made. Consent must be given by an affirmative act of the Customer directed specifically at the Recurring Mandate. Consent obtained by a pre-selected box, by the Customer’s inaction, by continued browsing, by bundling the mandate into acceptance of unrelated terms, or by placing it in a document the Customer is not required to open, is not consent for the purposes of this Agreement.

At the time consent is obtained, you must disclose to the Customer, clearly and in the same place the Customer gives consent:

• (a) The amount of each charge or, where the amount varies, how it is calculated and any maximum that applies.
• (b) The currency of each charge, disclosed in accordance with Section G.2 (What the Customer must see before paying).
• (c) How often the charge will be made, and on what date or billing cycle.
• (d) How long the Recurring Mandate runs, whether it renews automatically, and the length of each renewal period.
• (e) What the Customer receives in exchange for each charge.
• (f) For a free trial, a discounted period or an introductory offer: the date it ends, the amount of the first charge after it ends, and the date that charge will be made.
• (g) How the Customer cancels, including the method, where the method is found, and any notice period.
• (h) The Billing Descriptor under Section G.5 (Your billing descriptor) that will identify you on the Customer’s statement.

Trial conversion. Where a free trial, a discounted period or an introductory offer converts into a charge, you must give the Customer notice of the conversion, of the amount and of the date, before the first charge is made, by email or by another method the Customer has agreed to receive. That notice must be given within the period the applicable Network Rules and applicable law require and, in any event, not less than seven (7) days before the charge — unless the trial is shorter than seven days, in which case the notice must be given when the trial begins.

Cancellation. You must provide a cancellation method that is available to the Customer at least as readily, and by at least as simple a process, as the method by which the Customer enrolled, and through the same channel where that channel remains available. You must not require a Customer who enrolled online or in an application to cancel by telephone, by mail or in person, and you must not impose a retention step, an offer sequence or a delay the Customer cannot decline and move past. A cancellation takes effect no later than the end of the then-current billing period, and you must not charge the Customer under the Recurring Mandate after it takes effect.

Price and term changes. You must give the Customer notice of any increase in the amount, any change in the frequency, and any material change in what is supplied, before the change takes effect, with at least the notice the Network Rules and applicable law require and in any event not less than thirty (30) days. Where applicable law requires the Customer’s consent to the change, you must obtain that consent before the changed amount is charged.

Receipts. You must send the Customer a receipt or confirmation for each charge under a Recurring Mandate, at or promptly after the time of the charge, showing the amount, the currency, the date, what the charge is for, the Billing Descriptor and how to cancel.

The consent record. You must create and retain, for each Recurring Mandate, a record sufficient to establish the Customer’s consent, what was disclosed at the time consent was given, the date and method of consent, every charge made, every notice given under this clause, and any cancellation and the date it took effect. You must retain that record for as long as the Recurring Mandate remains in effect and for a further period of not less than twenty-four (24) months after the last charge, or for longer where the Network Rules, applicable law or Section D (Data, Privacy and Security) require a longer period. You must produce the record to RapidCents on request under Section F.7 (On-request disclosure), within the time RapidCents specifies. If you cannot produce it, the Transaction in question is treated for the purposes of this Agreement as having been made without the Customer’s consent, and the resulting dispute, Chargeback, Refund, Fine actually levied and cost actually incurred by RapidCents are yours.

Stop instructions. Where RapidCents receives an instruction from a Customer, an issuer, the Acquirer or an Association to stop charges under a Recurring Mandate, or where the Payment Method is reported lost, stolen, closed or subject to a stop instruction, RapidCents may decline or reverse further charges under that mandate. You must not re-present, re-enrol or re-establish a Recurring Mandate a Customer has cancelled, or that has been stopped, without fresh consent obtained under this clause.

G.5 Your billing descriptor

The name that appears on your Customer’s statement has to be one they will recognise as you. Keep it current when your trading name, brand or storefront changes. RapidCents may set or change it at its discretion to satisfy the Network Rules, and a dispute caused by a descriptor your Customers do not recognise is yours to carry.

Your billing descriptor is the text that identifies you on a Customer’s card or account statement, together with any customer service telephone number, website address or location carried with it (the “Billing Descriptor”).

Recognisable. The Billing Descriptor must identify you in a way your own Customers will recognise when they read their statement. It must correspond to the name under which you sold — the trading name, storefront, brand, application or website the Customer actually dealt with — and not only to a holding company, a registration number, an internal code, an abbreviation your Customers have never seen, or an unrelated affiliate. It must correspond to the seller identity you disclose under Section G.2 (What the Customer must see before paying) and, for a Recurring Mandate, to the identity you disclose under Section G.4 (Recurring payments, subscriptions and free trials).

Current. You must keep the Billing Descriptor current. You must update it, through the RapidCents Dashboard or by the method RapidCents directs, before you begin selling under a new trading name, brand, storefront, application or website, and promptly on any change to the customer service contact details carried with it.

RapidCents’ discretion. RapidCents may set, format, abbreviate, truncate or change your Billing Descriptor at any time, in its sole discretion, in order to satisfy the Network Rules, a requirement of the Acquirer or an Association, a character limit imposed by a network or an issuer, or a requirement of applicable law. RapidCents is under no obligation to review, approve or monitor a Billing Descriptor you select, and a Billing Descriptor that RapidCents has processed is not, for that reason, approved.

Consequences. You carry the full amount of every dispute, Chargeback, Refund, Fine actually levied and cost actually incurred by RapidCents that arises from a Billing Descriptor that your Customers do not recognise, that is out of date, or that does not correspond to the name under which you sold, including any Transaction disputed on the ground that the Customer does not recognise the charge. RapidCents may recover those amounts by the means set out in Section F.9 (Security interest, set-off and interest on overdue amounts), and may exercise its rights under Section C.7 (Reserves) and Section F.1.3 (Termination by RapidCents) where such disputes are repeated. Amounts recoverable under this clause are limited to amounts RapidCents has actually incurred or become liable to pay; this clause does not impose a penalty.

G.6 Card acceptance rules

Honour all cards of the types you accept. You must honour all valid cards of each category of Payment Method you have elected to accept, whoever the issuer is and wherever the card was issued, and you must display the Association marks in accordance with Section C.3 (Network Rules compliance).

Your election is preserved. Nothing in this clause requires you to accept a category of Payment Method you have not elected to accept. In Canada, the Code of Conduct for the Credit and Debit Card Industry referred to in Section A.9 (Code of Conduct) permits a merchant to accept credit card payments from a network without being obliged to accept debit card payments from that network, and the reverse, and permits a merchant to offer a discount for one payment method over another. Nothing in this Agreement removes those rights. Having elected to accept a category, however, you must accept every valid card within it on the same terms.

No discrimination against a Customer. You must not require a Customer paying by card to provide information you do not require from a Customer paying by another means, refuse a card because of the issuer, the country of issue or the particular card product within a category you accept, or treat a card Transaction less favourably than a Transaction in another Payment Method, except by way of a discount permitted under this clause and disclosed under Section G.2 (What the Customer must see before paying).

Minimum and maximum amounts. You must not impose a minimum or a maximum Transaction amount for card acceptance except where the Network Rules and applicable law expressly permit it. Where a minimum is permitted — including, in the United States, a minimum on credit card Transactions within the limit set by applicable federal law — it must not exceed the permitted limit, must be applied equally to every network and issuer you accept, and must be disclosed to the Customer under Section G.2 before the Customer authorizes the Transaction.

Surcharges and discounts. You must not add a surcharge, convenience charge or other amount to a Transaction because the Customer is paying by card, unless the amount is permitted by the Network Rules and by applicable law in the place of the sale, does not exceed the lesser of your cost of acceptance and the cap the Network Rules impose, is not applied to a Payment Method for which surcharging is prohibited, is disclosed to the Customer before the Customer authorizes the Transaction, and is shown as a separate line on the receipt. You must give any advance notice the Network Rules require before you begin to surcharge. Surcharging is restricted or prohibited in some of the places in which you may sell — including, in Canada, under Québec consumer protection law, and, in the United States, under the law of certain states — and it is your responsibility to determine whether you may surcharge in each place you sell. A discount you offer for cash or for another Payment Method is not a surcharge, provided the undiscounted price is the price disclosed under Section G.2.

Receipts. You must provide the Customer with a Transaction receipt that complies with Section C.3 and the Network Rules. For a card-present Transaction, the receipt must be offered at the time of the Transaction; for a card-not-present Transaction, it must be sent to the Customer promptly by electronic means. The receipt must show the total amount, the currency, the date, your Billing Descriptor or trading name, the location or website of the sale, any card identifier only to the extent the Network Rules and applicable law permit it to be shown, and your refund and cancellation policy where the Network Rules require it. You must retain a copy of each receipt and each Transaction record for the period the Network Rules and applicable law require, and produce it to RapidCents on request under Section F.7 (On-request disclosure).

No waiver as the price of paying by card. You must not require a Customer to waive, release or limit any right the Customer has against you, against RapidCents, against the Acquirer or against an issuer — including the right to dispute a Transaction or to obtain a Chargeback — as a condition of paying by card. Any purported waiver of that kind is of no effect as between you and RapidCents, and obtaining one is a breach of this Agreement.

G.7 Prohibited transaction practices

Section B.4 (Restrictions on use) restricts what you may do with the Services. This clause restricts what you may put through them. You must not, directly or indirectly, and must not permit any person acting for you to:

• (a) Cash advances. Give a Customer cash, a cash equivalent, a money order, a wire transfer, a load to a prepaid or stored-value instrument, cryptocurrency, a gaming chip or a similar instrument in exchange for a card Transaction, or otherwise use the Services to make a cash disbursement, unless the Network Rules permit it for your business type and RapidCents has approved it in writing.
• (b) Ticket limits. Impose a minimum or a maximum Transaction amount other than as Section G.6 (Card acceptance rules) permits.
• (c) Split sales. Divide a single purchase into more than one Transaction, or make more than one Payment Method entry for it, in order to avoid an authorization requirement, an authorization decline, a ticket limit, a Network Rule or a limit RapidCents has placed on your account. Taking a deposit and a balance in the manner Section G.8 (Delivery, fulfilment and delayed delivery) permits is not a breach of this paragraph.
• (d) Processing for others. Submit a Transaction for a sale made by another business, person or legal entity — including a parent, subsidiary, affiliate, franchisor, franchisee, supplier, contractor or other related party — whether or not you are paid for doing so, and whether or not the funds are passed on.
• (e) Acting as an intermediary. Use the Services to receive, hold, disburse or transmit funds for a third party, to act as a payment facilitator, aggregator, marketplace, money services business or payment intermediary, or to open or operate sub-accounts or sub-merchant accounts for other sellers, except with RapidCents’ prior written approval under Section G.9 (Acceptable Use Policy and approved business type). This paragraph is in addition to Section B.4(g).
• (f) Re-presenting a Chargeback. Submit a new Transaction for a sale that has already been charged back, or otherwise attempt to recover a charged-back amount by charging the Customer’s Payment Method again, whether under the same description or a different one. Where the Network Rules allow a Chargeback to be contested, the dispute process described in Section C.4 (Chargebacks and disputes) is the only route available to you.
• (g) Cash refunds. Give a cash refund, a cheque, a store credit in place of a Refund, or a refund to a Payment Method other than the one used for the original Transaction, where the original Transaction was processed through the Services, except where the Network Rules expressly permit it. Section C.5 (Refunds) applies.
• (h) Speculative and post-dated Transactions. Submit a Transaction that is post-dated, speculative or conditional, that is for an amount not yet determined, that is for a sale the Customer has not agreed to, that is made in anticipation of a sale, or that exists only to test, hold or verify a Payment Method other than by an authorization method the Network Rules permit and in the amount that method permits.
• (i) Self-processing. Submit a Transaction using a Payment Method issued to you, to an owner, principal, officer, director, employee or family member of yours, or to a person acting at your direction, for the purpose of obtaining funds, credit, a release of a Reserve, a rewards benefit, a volume threshold or any other benefit for yourself, rather than to pay for a genuine sale to a Customer.
• (j) Outside the approved business. Submit a Transaction for a good, service or activity that falls outside the business type approved for your account under Section G.9, that is prohibited by the AUP, or that you know or ought to know is unlawful in the place of the sale or in the Customer’s location.

A Transaction submitted in breach of this clause is not a valid Transaction for the purposes of this Agreement. RapidCents may decline it, reverse it or withhold its settlement, and may recover from you the full amount of that Transaction together with any Refund, Chargeback, Fine actually levied by an Association or the Acquirer, and cost actually incurred by RapidCents in investigating or responding to it, in each case by the means set out in Section F.9 (Security interest, set-off and interest on overdue amounts). RapidCents may also exercise its rights under Section B.5 (Acceptable use and immediate suspension), Section C.7 (Reserves) and Section F.1.3 (Termination by RapidCents). Amounts recovered under this clause are limited to amounts RapidCents has actually incurred or become liable to pay; this clause does not impose a penalty and imposes no charge for terminating this Agreement or closing an account.

G.8 Delivery, fulfilment and delayed delivery

When a Transaction may be submitted. You may submit a Transaction for processing only after you have delivered the goods, performed the service or made the item available to the Customer, except as this clause otherwise permits. Shipment of a physical good to the Customer is delivery for this purpose. You must not submit a Transaction before the Customer has agreed to the purchase.

Prepayments and deposits. You may take a prepayment or a deposit before delivery or performance where the Network Rules permit it for your business type and where, before the Customer authorizes the Transaction, you disclose under Section G.2 (What the Customer must see before paying) that the amount is a prepayment or a deposit, the total price, the amount and expected timing of any balance charge, the expected delivery or performance date, and the cancellation and refund terms that apply to the prepayment or deposit. A deposit and the balance must be submitted as separate Transactions, each separately authorized, and the balance must not be submitted before the item is delivered or performed unless the Network Rules permit otherwise for your business type.

Delayed delivery. For anything that will be delivered, performed, made available or activated later than the time of purchase — including pre-orders, backorders, made-to-order goods, custom work, event tickets, travel, courses, memberships, future services and goods shipped by a third party — you must disclose to the Customer before payment that the item is not available immediately, the expected delivery or performance date or date range, whether the Customer is being charged now or later, and how the Customer will be told if the date changes. If the date changes materially, you must tell the Customer without delay and give the Customer the choice of accepting the new date or cancelling and receiving a full Refund.

Non-delivery. If you cannot deliver or perform within the period disclosed and the Customer does not agree to a new date, you must issue a Refund to the original Payment Method in accordance with Section C.5 (Refunds), promptly and without requiring the Customer to take any step beyond asking for it.

Records of fulfilment. You must retain proof of delivery, shipment, performance or activation for each Transaction — including tracking information, delivery or signature confirmation where the Network Rules require it for that Transaction type, service completion records, and access, activation or download logs for a digital item — for the period the Network Rules and applicable law require, and you must produce it to RapidCents on request under Section F.7 (On-request disclosure). Where you cannot produce that proof, the resulting dispute, Chargeback, Refund, Fine actually levied and cost actually incurred by RapidCents are yours.

Deferred fulfilment and Reserves. Where a material part of your sales is delivered or performed materially later than the Transaction is submitted, your exposure to Chargebacks continues for as long as fulfilment remains outstanding. RapidCents may require a Reserve under Section C.7 (Reserves), adjust the amount or the conditions of an existing Reserve, or change your Payout Schedule under Section C.6.3 (Payout Modifications and Suspensions), in each case in its sole discretion and by reference to the amount and the age of your unfulfilled Transactions. A Reserve required under this clause is security for your obligations under this Agreement; it is not a Fee, a penalty, or a charge for terminating this Agreement or closing an account.

G.9 Acceptable Use Policy and approved business type

The AUP. The RapidCents Acceptable Use Policy referred to in Section B.5 (Acceptable use and immediate suspension), available at https://rapidcents.com/acceptable-use/, is incorporated into this Agreement by reference and applies to everything you do through the Services, including every good, service and activity for which you submit a Transaction. RapidCents may amend the AUP in accordance with Section F.2 (Amendments to this Agreement), and the version of the AUP in effect at the time of a Transaction governs that Transaction.

Approved business type. Your RapidCents Account is approved for the business type, products, services, sales channels, websites, applications, storefronts and locations described in your merchant application and recorded by RapidCents at underwriting under Section B.1.3 (Verification and Underwriting). You may use the Services only for that business.

Changes require written approval. You must obtain RapidCents’ prior written approval before you (a) sell a product or service outside the approved business type; (b) begin selling through a new sales channel, including a move between card-present and card-not-present acceptance or the addition of telephone or mail order; (c) begin selling through a new website, application or storefront; (d) begin selling under a new trading name or brand; (e) begin selling in a new country; or (f) begin selling on behalf of, or through, another business. RapidCents may give approval, refuse it, or give it on conditions, in its sole discretion. Approval of one change is not approval of another, and approval is not retroactive.

Responsibility for everything submitted. You remain fully responsible under this Agreement for every Transaction submitted through your RapidCents Account, whatever its source, including the compliance of that Transaction with Sections G.1 through G.8, and your indemnity under Section E.6 (Indemnification) extends to it.

Classification. RapidCents determines, in its sole discretion, the business type, merchant category and risk classification that apply to your RapidCents Account, and that determination is final and binding for the purposes of this Agreement. RapidCents may review and change a classification at any time, including on the basis of the Transactions actually submitted through your account, and may apply the Fees, Reserve, Payout Schedule and other terms applicable to the changed classification. RapidCents’ classification does not determine how an Association, the Acquirer or a regulator classifies your business, and you remain responsible for your own regulatory classification, registrations and licences.

Undisclosed activity. Submitting Transactions for a business, product, service, sales channel or location that RapidCents has not approved is a breach of this Agreement. It entitles RapidCents to exercise its rights under Section B.5, Section C.7 and Section F.1.3 (Termination by RapidCents), and you are responsible for every dispute, Chargeback, Refund, Fine actually levied and cost actually incurred by RapidCents in relation to those Transactions, recoverable by the means set out in Section F.9 (Security interest, set-off and interest on overdue amounts).

G.10 Hardware: title, care and return

A terminal on loan or lease stays ours. Look after it, do not open it, and send it back within 30 days if you close the account. If it does not come back, or comes back broken or opened, you cover what it actually costs us — not a penalty for leaving.

This clause supplements B.7, which deals with loss, theft and insurance. Where the two apply to the same Hardware, both apply.

Title. Hardware supplied on loan, rental, lease or subscription remains the property of RapidCents or of its supplier at all times, and you receive possession only. You may not sell, pledge, encumber, lend, sub-lease or part with possession of that Hardware, and you may not grant or permit any lien or security interest over it. Where Hardware is purchased outright, title passes to you on payment in full of the purchase price and all applicable taxes; until then it remains the property of RapidCents.

Care and permitted use. You must use Hardware only in connection with the Services, only for Transactions on your own approved business, and only at a location you have disclosed to RapidCents. You must keep it in good working order, fair wear and tear excepted, follow the manufacturer’s and RapidCents’ instructions for its use and installation, and keep all serial numbers, seals and tamper-evident markings intact and legible.

No opening, modification or third-party servicing. A payment terminal, card reader or PIN pad is approved under the PCI PIN Transaction Security programme as a sealed unit. You must not open, dismantle, modify, repair, re-key or re-flash any such device, attach any unapproved peripheral to it, or allow anyone other than RapidCents or a party RapidCents has authorised in writing to service it. A device that has been opened, altered or serviced by an unauthorised party is treated as compromised for the purposes of B.7 and D.2.3, whether or not any harm has resulted.

Firmware and software. Software and firmware embedded in or supplied with Hardware are licensed under A.7 and are not sold to you, whether or not the Hardware itself is purchased. Your licence to that software ends when this Agreement ends, as A.7 provides. You must install a security or compliance update RapidCents makes available within the period RapidCents specifies, and RapidCents may disable a device that has not been updated where the Network Rules or PCI DSS require it.

Return on termination. Within thirty (30) days after this Agreement ends, you must return every item of Hardware that RapidCents owns, together with its power supply, cables, docks and any other accessory supplied with it, using the return method RapidCents specifies. You bear the cost of return and the risk of loss or damage until RapidCents receives the Hardware. Hardware must be returned in the condition described above and must not be wiped, re-keyed or reset other than as RapidCents instructs, so that RapidCents can verify it has not been tampered with.

Hardware not returned. If Hardware is not returned within that period, or is returned damaged beyond fair wear and tear, opened, altered or with its tamper-evident markings broken, you are responsible for the amount RapidCents actually incurs as a result: the replacement or repair cost of the item, the cost of decommissioning a device that can no longer be certified, and any Fine actually levied on RapidCents or on the Acquirer because a device could not be accounted for. RapidCents will provide particulars on request and may recover those amounts by the means set out in F.9.

Purchased Hardware after termination. Hardware you own remains yours when this Agreement ends, but it will no longer function with the Services, and you may not use it to process Transactions through any other provider unless that provider and the Associations permit it. RapidCents may require you to allow the removal of its encryption keys and configuration from a device you own before you dispose of it, and you must not sell or transfer a device that still holds them.

Nothing in this clause is a fee for terminating this Agreement or a penalty for closing an account, and this clause creates neither. It recovers only what RapidCents has actually incurred, and only where Hardware belonging to RapidCents is not returned or comes back unusable.

Section H — Compliance, Records and Reporting

H.1 Changes you must tell us about

You have to tell RapidCents about significant changes to your business — who owns it, what you sell, where you sell it, whether you are in financial trouble, whether a regulator or a card network is looking at you. Tell us at least ten days ahead when you can see the change coming, and within five days of finding out when you cannot. Not telling us is a material breach and RapidCents can suspend the account.

The Merchant will notify RapidCents in writing of each of the events listed below. Where the event is within the Merchant’s control or is otherwise reasonably foreseeable by it, notice must be given at least ten (10) days before the event takes effect. In every other case, notice must be given no later than five (5) days after the Merchant first becomes aware of the event. Notice is given in the manner set out in F.3 and, where RapidCents makes a reporting facility available in the RapidCents Dashboard, through that facility as well.

The events are:

• (a) A change of control of the Merchant, or a change in the direct or indirect legal or beneficial ownership of twenty-five percent (25%) or more of the Merchant, whether by a single transaction or a series of transactions.
• (b) The sale, lease, assignment or other transfer of all or a substantial part of the Merchant’s business or assets, or any amalgamation, arrangement, merger, continuance or reorganization involving the Merchant.
• (c) Insolvency, bankruptcy, receivership, liquidation, winding-up, a proposal or arrangement with creditors, or the appointment of a trustee, receiver, monitor or liquidator in respect of the Merchant or any of its assets.
• (d) Any materially adverse change in the Merchant’s financial condition, including an inability to pay its debts as they become due.
• (e) Any change in the Merchant’s type of business, product or service line, sales channel, fulfilment model, average ticket size or expected monthly Transaction volume, where the change is material or falls outside what the RapidCents Account was approved for.
• (f) Any new, changed or additional URL, domain, mobile application, storefront, trade name, operating name or billing descriptor under which the Merchant sells or intends to sell.
• (g) The suspension, revocation, expiry, surrender or non-renewal of any licence, permit, registration or accreditation the Merchant requires to carry on its business.
• (h) Any investigation, enforcement action, order, undertaking, penalty or formal inquiry by a regulator, a law enforcement authority, a taxing authority, an Association, the Acquirer or another payment processor, and any placement of the Merchant in an Association monitoring, remediation or terminated-merchant program.
• (i) Any change to the Merchant’s legal name, registered address, principal place of business, directors, officers, or the individuals identified to RapidCents as beneficial owners or as having signing authority.

The Merchant acknowledges that RapidCents underwrites, prices and monitors the RapidCents Account on the basis of the information the Merchant provides, and that RapidCents is entitled to rely on that information until the Merchant tells it otherwise. Failure to give a notice required by this H.1, and the giving of a notice that is false, incomplete or misleading, is a material breach of this Agreement.

On becoming aware of an event listed above, whether or not the Merchant reported it, RapidCents may re-underwrite the RapidCents Account, change the Payout Schedule or hold funds under C.6.3, require or adjust a Reserve under C.7, suspend the RapidCents Account under B.5, and terminate this Agreement under F.1.3. This H.1 is in addition to, and does not limit, RapidCents’ right to request information under F.7.

H.2 Taxes

The determination, collection, reporting and remittance of every tax, duty, levy and governmental charge arising from the Merchant’s sales, its business and its Transactions are the Merchant’s sole responsibility. This includes goods and services tax and harmonized sales tax (GST/HST), Québec sales tax (QST), provincial sales tax (PST) in British Columbia, Saskatchewan and Manitoba, and state, county, municipal and other local sales, use and transaction privilege taxes in the United States, together with any equivalent tax in any other jurisdiction in which the Merchant sells.

RapidCents does not calculate, charge, collect, report or remit the Merchant’s taxes. RapidCents does not determine whether a sale is taxable, at what rate, in which jurisdiction, or whether the Merchant has a registration, nexus or filing obligation anywhere. Any tax field, rate, calculation, invoice line or report made available through the Services is provided for the Merchant’s convenience only, is not tax advice, and does not relieve the Merchant of the obligation to satisfy itself that the amounts charged, disclosed and remitted are correct.

The Merchant will provide RapidCents with the tax identification information RapidCents requests, including a business number, a GST/HST or QST registration number, a United States taxpayer identification number, and any certification or exemption certificate required by law, and will keep that information current under H.1. RapidCents may file information returns and other reports concerning the Merchant and its Transactions with a tax authority where it is required or permitted to do so, including reporting of the Merchant’s gross Transaction volume.

Where the tax information RapidCents requires is missing, incomplete, or cannot be verified against the records of the applicable authority, RapidCents may withhold from settlement funds, and remit to the applicable authority, any amount that applicable law requires or permits it to withhold, and may continue to withhold until the information is provided and verified. Withholding under this H.2 is not a Fee and is not a penalty. An amount withheld and remitted to a tax authority is not recoverable from RapidCents, and the Merchant’s recourse in respect of it is with that authority.

The Merchant will indemnify RapidCents under E.6(h) for any tax, interest or penalty assessed against RapidCents in respect of the Merchant’s business or Transactions. Nothing in this H.2 affects taxes payable in respect of RapidCents’ own Fees, which RapidCents charges, collects and remits in accordance with applicable law.

H.3 Sanctions, anti-money laundering and export control

The Merchant represents to RapidCents on the date it accepts this Agreement, and covenants for as long as it holds a RapidCents Account, that:

• (a) Neither the Merchant nor any of its directors, officers, beneficial owners, affiliates or Secondary Users is a person listed under, or owned or controlled by a person listed under, the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act and the regulations made under it, the listings of terrorist entities under the Criminal Code, or any other Canadian sanctions law.
• (b) No such person appears on a list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury, including the Specially Designated Nationals and Blocked Persons List, is otherwise the target of United States sanctions, or is listed by the United Nations Security Council, the European Union or the United Kingdom.
• (c) The Merchant will not use the Services to submit, process, settle or receive funds for a Transaction for, on behalf of, or for the benefit of any person described in paragraph (a) or (b), or in, from or involving a country or territory that is the subject of comprehensive sanctions.
• (d) The Merchant does not and will not use the Services to launder the proceeds of crime, to finance terrorism or terrorist activity, to finance proliferation, or to evade a sanction, an export control, a tax obligation or a reporting obligation, and will not structure or describe a Transaction so as to conceal its true nature, purpose, parties or origin of funds.
• (e) The Merchant complies, and will continue to comply, with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations to the extent they apply to it, and with the equivalent legislation of every other jurisdiction in which it operates, including the Bank Secrecy Act and the USA PATRIOT Act in the United States.
• (f) The Merchant will not export, re-export, transfer, release or otherwise make available the RapidCents Software, any API, SDK, terminal or other item supplied under this Agreement — each of which contains or uses cryptographic functionality and is therefore subject to export control — contrary to the Export and Import Permits Act and the Export Control List in Canada, the United States Export Administration Regulations, or any other applicable export control or economic sanctions law, and will not make any of it available to a person, an end use or a destination to which such export is prohibited or requires a permit the Merchant does not hold.

RapidCents is registered with the Bank of Canada as a payment service provider under the Retail Payment Activities Act, and with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) as a money services business under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. Registration as a payment service provider is administered by the Bank of Canada; registration as a money services business is administered by FINTRAC. The Merchant acknowledges that RapidCents therefore carries obligations of its own concerning customer identification, beneficial ownership, record keeping, transaction monitoring, sanctions screening and reporting.

Those obligations may require RapidCents to decline or delay a Transaction, to freeze, hold or refuse to release funds, to restrict, suspend or close the RapidCents Account, to demand information, or to make a report to a regulator or a law enforcement authority — in each case without notice to the Merchant, and in some cases without being permitted by law to tell the Merchant that it has done so. Action taken by RapidCents to meet those obligations is not a breach of this Agreement, does not give rise to any liability to the Merchant, and falls within the waiver at F.8(a). The Merchant will provide the identification, beneficial ownership and source-of-funds information RapidCents requests under B.1, F.7 and this H.3, within the time RapidCents specifies.

H.4 Records, audit and information requests

The Merchant will create and keep complete and accurate records of its Transactions and its business, in a form that can be retrieved and produced, for the longer of (i) the period required by applicable law and the Network Rules, and (ii) twenty-four (24) months after the date of the Transaction or of the record. A record that relates to a Transaction which is the subject of a Chargeback, a dispute, an investigation, an audit or a legal proceeding must be kept until that matter is finally resolved, even if that is later.

The records the Merchant must keep include:

• (a) The Transaction record, the authorization response, the amount and currency, and the date and time.
• (b) The order, the invoice, the receipt, and the description of the goods or services sold as it was presented to the Customer.
• (c) Proof of delivery or of fulfilment, including tracking, signature, download or access records.
• (d) The Customer’s consent to a recurring, instalment or deferred charge, and the disclosures given when that consent was taken.
• (e) The Merchant’s return, refund, cancellation, exchange and shipping policies as they were presented to the Customer at the time of the Transaction.
• (f) Correspondence with the Customer relating to the Transaction, including any complaint and its resolution.
• (g) Records of the Merchant’s compliance with D.2 and with PCI DSS, and records of the Merchant’s compliance with H.3.

RapidCents, the Acquirer, an Association or a regulator may request any of these records. The Merchant will produce them in a usable format within five (5) days of the request, or within any shorter period required by the Network Rules, by a retrieval or representment deadline, or by a legal obligation.

Where RapidCents reasonably suspects that the Merchant has breached this Agreement, the Network Rules or applicable law, RapidCents may require an audit or examination of the Merchant’s records, systems, controls and premises, conducted by RapidCents or by an independent third party RapidCents selects. The Merchant will cooperate with that audit, will give the auditor access during business hours, and will not alter or destroy a record within its scope. The Merchant will pay the reasonable cost RapidCents actually incurs for the audit, and RapidCents will provide the invoices or other particulars of that cost on request. An amount recovered under this H.4 is the amount RapidCents actually incurred and is not a fee, a penalty or liquidated damages.

If the Merchant does not produce a record within the period required, RapidCents may treat the underlying Transaction as unsupported. In that case RapidCents may decline to represent a related Chargeback and may debit the Merchant for it under C.4, may require a Reserve under C.7, may suspend the RapidCents Account under B.5, and may terminate this Agreement under F.1.3. This H.4 is in addition to, and does not limit, F.7.

H.5 Statements, settlement discrepancies and time limits

Check your statements. If you do not tell RapidCents about a problem with a statement within sixty days of it being available in your Dashboard, the statement is treated as correct and you cannot claim on it later. If a payout you were expecting never arrived, you have thirty days from the date it was due to say so. These are the deadlines that A.10 leaves open when it says “promptly”.

A.10 requires the Merchant to review its statements and to report discrepancies promptly. This H.5 states the periods within which that must be done.

Statements. A statement, settlement report or account activity record is made available to the Merchant when RapidCents posts it in the RapidCents Dashboard, whether or not the Merchant opens it. The Merchant must give RapidCents written notice of any error, omission, unauthorized entry, incorrect Fee, incorrect rate or other discrepancy in a statement within sixty (60) days after the statement is made available. The notice must identify the entry objected to, the amount, and the basis of the objection. If notice is not given within that period, the statement is conclusively treated as complete, accurate and accepted by the Merchant, RapidCents is released from any claim in respect of it, and the Merchant waives any claim, set-off, counterclaim or defence arising from it.

Settlement not received. If a payout does not reach the Payout Account, the Merchant must give RapidCents written notice within thirty (30) days after the date on which the payout was scheduled to be made under the Payout Schedule in C.6.2. If notice is not given within that period, any claim in respect of that payout is waived. This shorter period applies because a payout that is not traced quickly may no longer be traceable through the receiving institution or the payment system, and because the records used to trace it are not RapidCents’ to preserve indefinitely.

Correction. If RapidCents identifies an error, whether or not the Merchant reported it, RapidCents may correct it by debit or credit to the RapidCents Account, the Payout Account or the Reserve. Correcting one entry does not restart a period under this H.5 for any other entry, and a correction made by RapidCents after a period has expired is not a waiver of this H.5 and does not create a practice of accepting late objections.

Limits. This H.5 does not limit a right the Merchant has under applicable law that cannot be limited by agreement, does not affect the complaint-handling procedure at A.6 or the Code of Conduct referred to at A.9, and does not extend any shorter deadline imposed by the Network Rules or by C.4 for responding to a Chargeback.

H.6 Chargeback thresholds and remediation

C.4 describes the consequences of high Chargeback rates. This H.6 makes the thresholds and those consequences operative terms of this Agreement.

The Merchant is in excess of threshold in respect of a calendar month if, in that month:

• (a) Chargebacks equal or exceed nine tenths of one percent (0.9%) of the number of the Merchant’s Transactions;
• (b) Chargebacks equal or exceed one percent (1%) of the value of the Merchant’s Transactions;
• (c) the Merchant incurs one hundred (100) or more Chargebacks; or
• (d) the Merchant exceeds any lower or different threshold set for the Merchant, for its merchant category or for its industry by an Association, by the Acquirer or by RapidCents and communicated to the Merchant.

Chargeback counts and ratios are calculated by RapidCents from the records of the Acquirer and the Associations, and, absent manifest error, those records govern. Being under threshold is not a safe harbour: RapidCents may act under this H.6 where the Merchant’s Chargeback, refund, retrieval, fraud or complaint activity is rising toward a threshold, or where an Association or the Acquirer has raised a concern about the Merchant.

If the Merchant is in excess of threshold, RapidCents may, in its sole discretion and in any combination: (a) require the Merchant to submit a written remediation plan within the period RapidCents specifies and to implement it, including changes to the Merchant’s fulfilment practices, pre-purchase disclosure, billing descriptor, cancellation process, fraud controls or the goods and services it offers; (b) require, increase or extend a Reserve under C.7; (c) change the Payout Schedule or hold payouts under C.6.3; (d) require the Merchant to enrol, at the Merchant’s cost, in a chargeback alert, dispute-deflection or representment service RapidCents identifies; (e) limit the Merchant’s Transaction volume, average or maximum ticket size, or the Payment Methods available to it; and (f) suspend the RapidCents Account under B.5 or terminate this Agreement under F.1.3.

If an Association or the Acquirer places the Merchant in a monitoring, remediation, excessive-chargeback or excessive-fraud program, or assesses a Fine, an assessment, an issuer recovery, a program fee, a review cost or a per-Chargeback charge against RapidCents or the Acquirer in respect of the Merchant, the Merchant will pay the amount actually assessed, together with any reasonable out-of-pocket cost RapidCents actually incurs in responding to it. RapidCents may recover that amount under C.6.1 and F.9. On request, RapidCents will give the Merchant the particulars of the assessment that RapidCents is permitted to disclose.

An amount payable under this H.6 is the amount actually levied on or incurred by RapidCents and no more. Nothing in this H.6 is a fee for terminating this Agreement, a penalty for closing a RapidCents Account, or a charge that arises from termination, and nothing in this H.6 creates one.

H.7 Beta features, pre-release functionality and artificial intelligence

Anything RapidCents labels beta, preview or early access is experimental: it can break, change or disappear, it carries no warranty, and there is no promise it will ever become a regular part of the Services. Features that use artificial intelligence or machine learning, including APPIE, can produce output that is wrong, incomplete or out of date. Read the output and check it before you act on it. None of it is legal, tax, accounting or financial advice.

Beta features. RapidCents may make a feature available and identify it as beta, preview, pilot, early access, limited release, experimental or by a similar label (a “Beta Feature”). A Beta Feature is provided as is and as available, without warranty of any kind, and E.4 applies to it in full. RapidCents does not undertake that a Beta Feature will function as described, will be supported, will be compatible with any later version, will preserve data entered into it, or will ever become a generally available part of the Services. RapidCents may modify, restrict, suspend or withdraw a Beta Feature at any time, with or without notice, and without providing a replacement. Where RapidCents publishes terms specific to a Beta Feature, those terms apply in addition to this Agreement and, in respect of that Beta Feature only, prevail over this Agreement to the extent of any conflict. The Merchant uses a Beta Feature at its own risk and remains responsible for every Transaction processed through it.

Automated features. Parts of the Services use artificial intelligence, machine learning, large language models, statistical models or other automated processing, including features made available under the APPIE name (each, an “Automated Feature”). An Automated Feature produces output by inference from data, not by verification. Output may be incomplete, inaccurate, out of date, internally inconsistent, or wrong in a way that is not apparent on its face, and the same input may not produce the same output twice.

The Merchant is responsible for reviewing the output of an Automated Feature before relying on it, acting on it, sending it to a Customer, entering it in a record, or using it to satisfy a legal, tax, accounting, reporting or Network Rules obligation. The Merchant will not use an Automated Feature as the sole basis for a decision that produces a legal or similarly significant effect on an individual without human review of that decision.

No output of an Automated Feature, and no content generated by the Services, is legal, tax, accounting, financial, investment or compliance advice; is a representation by RapidCents that a Transaction is lawful, genuine, authorized or collectible; or creates any obligation, service level, response time or guarantee on the part of RapidCents. E.4 and E.5 apply to every Beta Feature and every Automated Feature.

The Merchant will not use a Beta Feature or an Automated Feature to develop, train or improve a competing product or model, and will not represent the output of an Automated Feature to a Customer or to a third party as having been verified, endorsed or warranted by RapidCents.

H.8 Automated risk decisions and fraud tools

RapidCents makes fraud screening, risk scoring, rules, velocity limits, address and card verification checks, device and behavioural signals and similar controls available as part of the Services (the “Risk Tools”). A score, flag, recommendation or rule outcome produced by a Risk Tool is advisory. It is an estimate of risk on the information available at the time. It is not a statement that a Transaction is fraudulent, that it is genuine, that it is authorized by the cardholder, or that it will not be charged back.

The decision to submit, accept, decline, hold, review, fulfil, ship or refund a Transaction is the Merchant’s, whether or not the Merchant has configured a Risk Tool to make that decision automatically on its behalf. A Risk Tool configured by the Merchant to act automatically acts on the Merchant’s instruction, and the Merchant is responsible for the settings it selects, for reviewing them, and for the outcomes they produce.

RapidCents is not liable for a Transaction that a Risk Tool declined, held or flagged and that proves to have been genuine, including for the lost sale, the lost Customer, or any consequential loss; nor for a Transaction that a Risk Tool approved or did not flag and that proves to have been fraudulent, unauthorized or subject to a Chargeback. Responsibility for a Chargeback remains with the Merchant under C.4 in either case. An authorization, an approval or a low risk score is not a guarantee of payment and does not transfer Chargeback liability to RapidCents. The disclaimer at E.4 and the limitation of liability at E.5 apply to the Risk Tools and to their output.

RapidCents also operates risk, fraud, sanctions and compliance controls of its own, for its own account and in the interests of the Acquirer, the Associations and other merchants. Those controls are not operated for the Merchant’s benefit, may decline, delay, hold or reverse a Transaction or a payout, and may do so automatically and without notice. RapidCents is not required to disclose the logic, rules, thresholds, models or data used by those controls, except to the extent applicable law requires disclosure, and may withhold disclosure that would compromise the effectiveness of the controls or reveal confidential information, to the extent the law permits.

Nothing in this H.8 excludes or limits liability for RapidCents’ own fraud, intentional fault or gross fault, or for bodily or moral injury, and nothing in it purports to waive a right that applicable law does not permit to be waived by agreement.

H.9 Marketplaces, platforms and processing for others

The RapidCents Account is for the Merchant’s own sales of its own goods and services. The Merchant will not use the RapidCents Account, the Services or its API credentials to submit, process, settle or receive funds for a Transaction that belongs to another business, another legal entity, an affiliate, a franchisee, a seller, a supplier, a contractor, a client of the Merchant, or any other third party, and will not act as a payment facilitator, payment aggregator, marketplace, platform, payment intermediary or agent for the receipt of payment on behalf of another person. This H.9 states B.4(g) in operative detail and does not narrow it.

The Merchant will not operate a marketplace, a platform, a multi-seller storefront, sub-merchants, sub-accounts, split settlement, on-behalf-of payouts or a fund-disbursement service through the Services without RapidCents’ prior written approval. Approval is at RapidCents’ sole discretion, may be refused without reason, and is not given by conduct, by RapidCents processing a Transaction, or by anything other than an express written approval from RapidCents.

Where RapidCents gives written approval, the approval applies only to the model, the sellers, the jurisdictions and the volumes described in it, and it is conditional on the Merchant:

• (a) enters into a written agreement with each seller containing the terms RapidCents requires, and naming RapidCents and the Acquirer as third-party beneficiaries to the extent of those terms;
• (b) collects, verifies and retains identification and beneficial ownership information for each seller as RapidCents specifies, and screens each seller against the sanctions lists referred to in H.3 before onboarding and on an ongoing basis;
• (c) monitors each seller for prohibited goods and services, for Chargeback, refund and fraud activity, and for the practices restricted by B.4, and removes a seller when RapidCents directs it to do so;
• (d) registers with an Association where the Network Rules require registration of a payment facilitator, a marketplace or a similar participant, and pays the cost of that registration;
• (e) accepts full liability for every Transaction, Chargeback, Refund, Fee, Fine and loss arising from a seller, as if the Merchant had made the sale itself; and
• (f) gives RapidCents, the Acquirer and the Associations the record keeping, production and audit rights set out in H.4 in respect of each seller.

An approval may be withdrawn at any time on notice. Processing another person’s Transactions without RapidCents’ written approval is a material breach of this Agreement, is grounds for immediate suspension under B.5 and termination under F.1.3, and entitles RapidCents to hold the affected funds under C.6.3 and to require a Reserve under C.7. Funds received in respect of an unapproved Transaction may be returned to the Customer or to the issuing bank rather than settled to the Merchant.

H.10 Individual proceedings only

You are giving up the right to bring or join a class action against RapidCents. Claims between you and RapidCents are brought one at a time, in your own name, and decided by the arbitrator described in E.7 — never on behalf of a group, and never as a class arbitration. If a court decides this waiver does not hold, the arbitration agreement in E.7 stops applying to that dispute and it goes to court instead. This is an agreement between businesses and it does not take away a right that consumer protection legislation gives a consumer.

This H.10 forms part of, and extends, the arbitration agreement at E.7. It does not replace it. E.7 continues to govern the governing law, the seat, the number of arbitrators, the administering institution, the applicable rules, and each party’s right to seek provisional remedies from a court in aid of the arbitration.

Individual capacity. Each of the Merchant and RapidCents may bring a claim against the other only in its own individual capacity, and not as a plaintiff, applicant, petitioner, representative plaintiff, class member or class representative in a class, collective, consolidated, coordinated, joint, group or representative proceeding, and not in a representative or private attorney general capacity on behalf of others. This applies whether the proceeding would be brought in arbitration or before a court, and whether it would be brought by the Merchant, by RapidCents, or by a person claiming through either of them, including a Guarantor, an affiliate, a director, an officer or a Secondary User.

No class arbitration. The arbitrator appointed under E.7 has no authority to hear a claim on a class, collective, consolidated or representative basis, to join or consolidate the claims of more than one merchant, or to award relief to or against any person other than the parties to the individual arbitration, save that the arbitrator may award individual relief to a party on that party’s own claim. The parties do not consent to class arbitration, and no agreement to arbitrate on a class, collective or representative basis is to be inferred from E.7, from this H.10, or from the rules of the administering institution.

Severability of this clause. If any part of this H.10 is held invalid, void or unenforceable in respect of a particular claim or a particular party, then, in respect of that claim or that party only: (i) the arbitration agreement at E.7 is of no force or effect and does not apply, and (ii) that claim will be determined exclusively by a court of competent jurisdiction in the Province of Ontario, to whose jurisdiction the parties attorn. In no circumstance will a claim be arbitrated on a class, collective, consolidated or representative basis. The remainder of this H.10, E.7 as it applies to every other claim, and the remainder of this Agreement continue in full force. This paragraph prevails over E.10 to the extent of any inconsistency.

Scope. This H.10 is agreed between businesses. Nothing in it waives, limits or affects a right that applicable law does not permit to be waived by agreement, including a right that a consumer has under consumer protection legislation such as the Consumer Protection Act (Québec) or the Consumer Protection Act, 2002 (Ontario). Where a person is a consumer within the meaning of such legislation, and that legislation prohibits or restricts a waiver of the right to participate in a class proceeding or an agreement to arbitrate, this H.10 and E.7 do not apply to that person to the extent of the prohibition or restriction, and that person’s claim is determined by a court.