RapidCents Services Agreement

Last Updated: May 23, 2025

Section A: Required Regulatory Disclosures

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.

All detailed fees are further detailed in the Fee Schedule are available on the RapidCents statement for each merchant.

A.1. Information Summary Box

Date of Contract: 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 may be subject to renewal terms as specified by RapidCents.

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.

Cancellation of Contract and Applicable Penalties:

• Merchant’s Right to Cancel: 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.
• Exercise of Cancellation Right: 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.
• Early Termination Penalty: Except for the specific cancellation rights outlined above, termination of this Agreement by you prior to the expiration of the initial four (4) year term will result in an early termination fee of Five Hundred Canadian Dollars (CA$500.00). This fee represents a reasonable estimate of the damages incurred by RapidCents due to early termination.
• 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.

Complaint Handling Procedures: 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.

Information about Payment Software: 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 license. 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 license 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 license. 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 license 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.

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.

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.

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.2. Fee Disclosure Box

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.

Standard Processing Fees (Card-Not-Present Transactions in CAD):

“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).

Other Fees Disclosure Box

Standard Processing Fees (Transactions Presented in USD):

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

A.3. Other Fees Disclosure Box

Chargeback prevention and 3D Secure = $350 Monthly + $0.50 per Transaction.

RapidCents Online Ordering: $39.95 Monthly service fee + 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

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.

2. License to Use Services:

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

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).

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.

5. Acceptable Use Violations and Immediate Suspension:

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.

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.

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.

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.

6. Third-Party Services and Content Disclaimer:

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.

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.

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.

7. RapidCents-Supplied Hardware (Terminals)

(a) Loss / Theft Reporting. Merchant shall safeguard all point-of-sale terminals, card readers, PIN pads, and any other physical hardware provided or leased by RapidCents (“Hardware”). 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 maximum within 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 E (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

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.

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.

3. Network Rules Compliance:

When accepting payments via specific Payment Methods (e.g., Visa, MasterCard, Interac), you must comply with all applicable Network Rules. Key requirements often include: (a) Honoring 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.

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.

4. Chargebacks and Disputes:

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 (typically exceeding thresholds set by the Associations, often around 1% of transaction count or volume) can lead to increased scrutiny, higher fees, reserve requirements, and potential termination of your account.

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.

6. Payouts and Payout Schedule:

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 (Held Amounts Non-Interest Bearing) (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), or withhold funds if deemed necessary for risk management or compliance purposes. 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.

7. Reserves:

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). 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. 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.

Section D: Data Usage, Privacy, and Security

1. Data Protection and Privacy:

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 RapidCents acts as a data processor on your behalf.

1.2. Your Responsibilities: As the data controller, you are responsible for: (a) Ensuring you have all necessary rights, permissions, and consents to collect, process, use, and share Customer Data with RapidCents and our service providers. (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. (c) Implementing appropriate technical and organizational measures to protect Customer Data under your control. (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. (e) Promptly notifying RapidCents of any actual or suspected data breach affecting Customer Data. (f) Responding to and fulfilling data subject access requests, deletion requests, and other rights exercised by your Customers under applicable privacy laws.

1.3. RapidCents’ Responsibilities: As a data processor, RapidCents will: (a) Process Customer Data only for the purposes of providing the Services and in accordance with this Agreement and your documented instructions. (b) Implement appropriate technical and organizational security measures to protect Customer Data. (c) Assist you, to the extent reasonably possible, in responding to data subject requests and fulfilling your obligations under applicable data protection laws. (d) Notify you without undue delay upon becoming aware of a data breach affecting Customer Data. (e) Ensure that personnel authorized to process Customer Data are bound by appropriate confidentiality obligations. (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 https://rapidcents.com/privacy-policy/ , which is incorporated by reference into this Agreement. You acknowledge that you have reviewed and understand the Privacy Policy.

2. Data Security:

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: (a) Maintain PCI DSS compliance for your systems, processes, and personnel. (b) Complete all required PCI DSS validation documentation applicable to your merchant level. (c) Promptly remediate any compliance issues identified during assessments or scans. (d) Notify RapidCents immediately of any suspected or confirmed breach of Cardholder Data.

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: (a) Using strong, unique passwords and enabling multi-factor authentication where available. (b) Regularly updating and patching systems, applications, and software. (c) Implementing firewalls, encryption, and access controls. (d) Conducting regular security assessments and vulnerability scans. (e) Training personnel on security awareness and data protection practices. (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.

3. Data Usage and Sharing:

3.1. Transaction Data: RapidCents may collect, use, and share data related to Transactions processed through the Services (“Transaction Data”) for the following purposes: (a) Processing payments and providing the Services. (b) Detecting and preventing fraud, security breaches, and other harmful activity. (c) Conducting risk assessments and underwriting. (d) Analyzing usage patterns and improving the Services. (e) Complying with legal obligations, including anti-money laundering and know-your-customer requirements. (f) Aggregating and anonymizing data for industry benchmarking, analytics, and research.

3.2. Marketing and Communication: Subject to your marketing preferences and applicable law, RapidCents may use your contact information to send you: (a) Service-related announcements and updates. (b) Security alerts and mandatory notices. (c) Information about new features, products, or services that may be of interest to you. (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

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.

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.

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.

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.

5. Limitation of Liability:

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.

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).

7. Governing Law and Dispute Resolution:

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.

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.

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.

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

1. Term and Termination:

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. If you terminate this Agreement during the Initial Term for any reason other than those specified in the “Cancellation of Contract and Applicable Penalties” section of the Information Summary Box, you will be charged an early termination fee of CAD $500.00, which you agree is a reasonable estimate of the damages incurred by RapidCents due to early termination.

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. (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.

2. Amendments to this Agreement:

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 requirements specified in Section A.2.7.

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] , return receipt requested, to: RapidCents Inc., Attention: Legal Department. Notices to RapidCents will be deemed effective when received.

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.

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.

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.

7. On-Request Disclosure Mechanism:

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.

8. Legal Waiver:

1. 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.

2. 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.
3. 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.

4. 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 1.5 % per month (18 % per annum) 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.

5. 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.

9. 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.

10. Personal Guarantee of Merchant Obligations:

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:

1. 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”).
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.

11. Contact Information:

If you have any questions about this Agreement or the Services, please contact RapidCents at:

RapidCents Inc. 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.