Document information and change log

Document Information

Change log

Gender And Entity Neutrality

The masculine form is used solely for the sake of better readability. It always refers to persons of any gender identity (m/f/diverse). This document uses the abbreviation “Give” for all legal entities and subsidiaries.

Table of Contents

Introduction        4

1. Services and Obligations        4

2. Prohibited Business Activities        5

Prohibited Merchant Categories        5

3. Provider’s Merchant Prohibited Activities        7

4. Fees        8

5. Merchant Agreement and Provider Responsibility        8

6. Merchant Onboarding and Underwriting        10

7. API Developer Relationship        10

8. E-Sign Disclosure and Consent Electronic Delivery        11

9. Accepted Forms of Payment        11

10. Underwriting and Sharing Information        11

11. Provider’s Merchant Transactions        11

12. Provider Fees Upon Refunds and Chargebacks        12

13. Payouts and Withdrawals        12

14. Reserve        13

15. Accounts        14

16. Cardholder Data Security        14

17. Taxes        15

18. Customer Service        16

19. Set-off and Collection Rights        16

20. Dormant Accounts        16

21. Privacy and Security        16

22. Intellectual Property Rights        17

23. Indemnification        17

24. Representations and Warranties        18

25. Disclaimer of Warranties by GiveCorporation        18

26. Limitation of Liabilities and Damages        19

27. Termination and Effect of Termination        20

28. Disputes        22

29. Limitation on Time to Initiate a Dispute        22

30. Binding Individual Arbitration        22

31. Survival        23

32. Governing Law and Jurisdiction        23

33. Assignment        24

34. Third Party Services and Links to Other Websites        24

35. Amendment of Agreement        24

36. Beneficial Ownership Attestation        24

37. PCI Compliance        24

38. Previous Terminations Disclosure        25

39. Contacting GiveCorporation        25

40. Acceptance        25

Introduction

GiveCorporation Inc. ("GiveCorporation") and its subsidiaries are collectively referred to as GiveCorporation. GiveCorporation provides payment processing services (“Service”). This Provider Agreement (the "Agreement") is being entered into by and between GiveCorporation and ______________________ ("Provider"), which resells GiveCorporation’s payment processing services to individual merchants ("Merchants"). These Merchants accept payment cards as a method of payment for goods and services. As used in this Agreement, Service refers to GiveCorporation‘s payment processing services, as well as our website, any software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) that are provided either directly or indirectly to you by GiveCorporation. This Agreement sets forth the detailed terms and conditions under which the Provider shall market and facilitate payment processing services provided by GiveCorporation.

GiveCorporation offers the Service through means that might have its own terms of service and privacy policy. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.GiveCorporation.com.

Processor and Sponsor Information

The Sponsor Bank (“Bank”) is Chesapeake Bank, 97 N. Main Street, Kilmarnock, VA 22482, Phone: 866-941-9640, Email: ISO@ches.bank.

The Processor is RS2 Software INC., 4643 S Ulster St Ste 1285, Denver, CO 80237-3090, Phone: 866-791-5950, Email: rs2usa-ops@rs2.com.

1. Services and Obligations

Provider agrees to market, promote, and facilitate the onboarding of Merchants to GiveCorporation’s payment processing services. Marketing materials shall not state or imply that the Provider is endorsed by any Card Organization. The Provider will communicate rules and guidelines to merchants from GiveCorporation to ensure the Merchants are informed of operational and compliance requirements. Provider shall provide Merchants with professional and diligent support, ensuring all marketing materials, communication, and practices comply with this Agreement, applicable laws, regulations, and industry standards. Provider shall comply with all applicable laws and regulations, including without limitation the rules and requirements of Visa, MasterCard, Discover, American Express, and any other applicable Card Networks.

​In the payment processing workflow, GiveCorporation initiates the payment process by transmitting information to the processor. The processor then forwards this information to a bank that is a member of Visa U.S.A., Inc., Visa International ("Visa"), MasterCard International Incorporated ("MasterCard"), American Express Travel Related Services Company Inc. ("American Express"), or other payment card networks, associations or companies (collectively, the "Networks"). The processor and Sponsor bank are referred to collectively as the "Bank".  The Bank is obligated to pay under both (a) the provisions of its agreement with GiveCorporation, and (b) the by-laws, operating regulations and all other rules, policies and procedures set by and periodically updated by the Networks (the "Operating Regulations"), that make the Bank responsible for settling the transactions. For payments by bank transfer, GiveCorporation initiates the payment process by providing information to the Bank through the National Automated Clearing House Association, that manages the Automated Clearing House (“ACH”). GiveCorporation does not have control of, or liability for, goods or services that are paid for with the Service. GiveCorporation is not responsible for any fraudulent or criminal activity involving your merchants’ accounts.

GiveCorporation collects, analyzes and relays information generated in connection with payments. You agree and authorize GiveCorporation to provide this information to the Bank in order for the Bank to facilitate payments through the Networks, or the ACH, as applicable.  Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights.  Some of these third parties may require a direct agreement with the merchant. If the merchant is required to enter into such an agreement and declines to do so, we may suspend or terminate the Account. You acknowledge that, if your merchant receives payments from American Express exceeding the threshold specified by American Express, the merchant will be converted to a direct card acceptance relationship with American Express and, upon conversion, and will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable for American Express Card acceptance. If your merchant receives payments from any Network exceeding the threshold specified by that network, you also agree to the terms set forth by that network. By agreement to this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legally binding contract between your merchant and the Sponsor Bank, effective as of the date the merchant receives the specified amount of payments from the Network. You must abide by the applicable Operating Regulations and ACH Rules as they pertain to your merchants. If you are using GiveCorporation's SaaS platform or API, you agree that it is your responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (Regulation E). Additionally, Provider will notify GiveCorporation of change in control of ownership to comply with the applicable regulatory requirements.

2. Prohibited Business Activities

Prohibited Merchant Categories

By registering with GiveCorporation as a Provider, you confirm that you shall not onboard, maintain, or facilitate any Merchant that engages in, offers, or accepts payments in connection with any of the activities, items, or services listed below. You are solely responsible for conducting due diligence on your Merchants to ensure ongoing compliance. If you are uncertain whether a Merchant’s business or offerings falls within the scope of these prohibited activities, please contact us at providers@givepayments.com for clarification prior to onboarding or processing any related transactions.

• 5122 Drug, Drug Proprietaries, and Druggist Sundries - CNP
• 5816 Digital Goods - Games for transactions involving skilled game wagering (for example: daily fantasy sports) - CNP
• 5912 Drug Stores and Pharmacies - CNP
• 5962 Direct Marketing - Travel Related Arrangements Services - CNP
• 5966 Direct Marketing - Outbound Telemarketing Merchant - CNP
• 5967 Direct Marketing - Inbound Teleservices Merchant - CNP
• 5993 CNP Tobacco (to include ecigarette/vape products and accessories)
• 7273 Dating and Escort Services - CNP
• 7995 Betting (to include Lottery Tickets, Casino Gaming Chips, Off-Track Betting, and Wagers at Race Tracks)- CNP
• Affiliate Marketing, Lead Generation (to include those within MLM)
• Any product that contains Marijuana, THC
• Any products, ingredients, distributors, etc. red flagged by LegitScript
• Any substance deemed to be illegal and/or brand damaging - Synthetics, Kratom, Kava Kava, 'Shrooms, Bath Salts, etc.
• Child pornography, beastiality, rape, non-consensual mutilation (by way of products, services, marketing material or
• CNP Adult Content Video
• CNP Direct to Consumer Firearms, Firearms Parts, Ammunition and Accessory Sales
• Counterfeit Products of any kind
• Credit Repair
• Cryptocurrency
• Cyberlockers (entity that facilitates access to remote digital file storage and sharing services)
• Debt/Credit Counseling
• Debt Collection (debt is not in collectible status)
• Direct and Affiliate Get Rich Quick Schemes (to include within MLM)
• Direct sale of Marijuana (MMJ), medical or otherwise
• Fake Id's, Gov't Docs.
• Gambling
• Games of Skill, Games of Chance, Fantasy Sports, Daily Fantasy Sports, etc.
• Government Lottery
• High Risk Securities Merchants
• Ingestible Hemp Products
• Inhalants
• Jammers
• Money Service Business (MSB) and/or Money Transmitter Merchants
• Mugshot removal
• Multilevel Marketing - no physical product (less than 3 years processing history)
• Negative Option
• Online Auctions
• Payday Lenders
• Stored Value Card and/or Gift Card Resellers
• Tech Support (less than 3 years history)
• Telemedicine as Primary Service (medical offices/providers whose primary form of patient interaction is managed in a virtual setting)
• Timeshare exit, deed/title transfer related services

3. Provider’s Merchant Prohibited Activities

The Provider shall ensure that any Merchant onboarded by it, whether previously, currently, or in the future, is and remains in full compliance with all applicable Card Brand Rules, Laws, and Regulations. The Provider shall not onboard, maintain, or facilitate any Merchant that engages in activities prohibited by such standards. As part of its obligations, the Provider shall be responsible to ensure that Merchants do not — and agree not to — do any of the following prohibited activities:

• Impose, as a condition of acceptance, a requirement that the cardholder waive a right to dispute a transaction.
• Require a cardholder to complete a postcard or similar device that includes any of the following in plain view when mailed:
  the cardholder’s account number, card expiration date, signature, or any other card account data.
• Request Card Verification Value 2 (CVV2) from the cardholder for a card-present environment transaction,  or store CVV2 information subsequent to authorization.
• Add a surcharge to the transaction, unless explicitly done so in accordance with applicable law, regulations, and Rules specific to the location in which the Sub-Merchant is permitted to submit transactions.
• Establish a minimum or maximum dollar sale transaction amount, except as authorized by the Rules.
• Disburse funds in the form of cash, unless permitted by the Rules.
• Disburse funds in the form of travelers cheques, if the sole purpose is to allow the cardholder to make a cash purchase of goods and services from the Sub-Merchant.
• Request or use an account number for any purpose other than as payment for goods and services.
• Add any tax to the transaction, unless applicable law expressly permits the Sub-Merchant to impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately).
• Submit any transaction that:
  

• presents the refinancing or transfer of an existing cardholder obligation that is deemed to be uncollectible,
  constitutes the collection or refinancing of an existing debt or previous card charges,
  or arises from the dishonor of a cardholder’s personal check;
• arises from the acceptance of a Card at a terminal that dispenses scrip
  (and the Sub-Merchant may not display any Card Brand marks at any terminal that dispenses scrip);
  is illegal or, in the sole discretion of the Card Brands, may damage the goodwill of the Card Brands or reflect negatively on their marks;
• is not a valid transaction between the Sub-Merchant and a bona fide cardholder;
• Sub-Merchant knows or should have known to be fraudulent or not authorized by the cardholder,
  or that it knows or should have known to be authorized by a cardholder colluding with the Sub-Merchant for a fraudulent purpose;
• is illegal or that the Sub-Merchant knows or should have known was illegal  (transactions must be legal in both the cardholder’s and the Sub-Merchant’s jurisdiction);
• was previously disputed and subsequently returned to the Sub-Merchant;
• was submitted before the corresponding products are shipped or the services are performed, unless the Sub-Merchant has obtained cardholder consent for a recurring transaction;
• is where a valid authorization was required but not obtained;
• is where multiple authorizations for amounts less than the total sale amount have been obtained;
• results in a disbursement of cash or cash equivalent to a cardholder; or
• involves counterfeit goods or any goods or services that infringe on any patent, trademark, copyright,  or any other intellectual property right of any person.

4. Fees

GiveCorporation provides the Provider with a specific buy rate for processing services. Provider will pay all fees, assessments and fines imposed on, and costs and expenses due to any action or omission by Provider. Provider authorizes GiveCorporation to obtain payment of all such fees by either debiting Provider’s account or designated form of payment.

Provider may add an additional markup, in basis points (bps), at its discretion, when charging Merchants. GiveCorporation retains the right to adjust the buy rate and introduce fees, provided advance notification is given. No fee adjustments apply retroactively. Provider's earnings from such markups continue perpetually as long as Merchants remain active clients under Provider’s account and continue processing payments through GiveCorporation. If a Merchant transfers to another Provider or establishes an account directly with GiveCorporation through its single merchant products, Provider will no longer earn fees related to that Merchant.

5. Merchant Agreement and Provider Responsibility

Merchants will enter into separate direct contractual agreements exclusively with GiveCorporation.

While the Merchant agreements are formed solely between the Merchants and GiveCorporation, the Provider bears reasonable responsibility for transactional, fraudulent, criminal, risk, reputational damage and the non-compliant conduct, actions, and omissions of its Merchants it refers, manages, or services. This responsibility is independent of and not contingent on the Provider being a party to the Merchant’s contractual relationship with GiveCorporation.

GiveCorporation agrees it will not knowingly solicit Merchants directly in any manner detrimental to Provider’s business interests. For clarity, general advertising or marketing campaigns by GiveCorporation do not constitute direct or knowing solicitation; "direct or knowing solicitation" specifically refers to targeted cold calling or directly emailing Merchants. Merchants reserve the right to transition to another Provider affiliated with GiveCorporation. 

While the Provider shall not be liable under any Merchant agreement to which it is not a party, this does not limit or exclude the Provider’s obligations and liabilities as otherwise set forth in this Agreement. The Provider bears reasonable liability for transactional, fraudulent, criminal, risk, reputational damage and the non-compliant conduct, actions, and omissions of its Merchants it refers, manages, or services. This responsibility includes, without limitation, ensuring that all Merchants comply with applicable laws, regulations, Card Brand Rules, and the standards and policies of GiveCorporation.

The Provider may be liable for any losses, damages, fines, penalties, or costs incurred by GiveCorporation or any of its partners resulting from:

• Merchant transaction activity, including inaccurate transaction messaging or unauthorized transactions;
• Excessive chargebacks or abnormal refund patterns;
• Payment defaults or Merchant insolvency;
• Fraudulent activity or misrepresentation by any Merchant;
• Operation by fraudulent or non-existent business entities;
• Engaging in prohibited business activities.
• Engaging in high-risk/restricted business activities without prior approval from GiveCorporation.
• Merchant listings on the OFAC list or other sanctioned or watchlist databases;
• Violations of Anti-Money Laundering (AML) or Know Your Business (KYB) requirements;
• Data security breaches or non-compliance with PCI DSS attributable to Merchant behavior;
• Reputational harm caused by a Merchant's conduct, affiliations, or public profile.

GiveCorporation reserves the right to take immediate action, including but not limited to suspension of access, withholding of funds, imposition of reserves, direct debit of your bank account or termination of this Agreement, if any Merchant onboarded by the Provider is determined to pose a material risk to GiveCorporation’s operations, compliance posture, risk or reputation.

The Provider agrees to implement appropriate due diligence, monitoring, and oversight procedures, and to cooperate fully with GiveCorporation in investigating and mitigating any Merchant-related risks.

6. Merchant Onboarding and Underwriting

Provider submits Merchant applications to GiveCorporation via the designated Provider portal or instructs Merchants to apply through its white labeled online self-service portal. Merchant approval and underwriting decisions are exclusively at GiveCorporation's discretion. GiveCorporation retains the unconditional right to accept or reject Merchant applications without explanation.

GiveCorporation allows individuals, businesses, and non-profit organizations if they are located in one of the 50 United States or the District of Columbia. Residents of Puerto Rico, U.S. territories (such as Guam), and U.S. military bases are not supported. A merchant must have a physical presence in the United States and be authorized to conduct business by the state in which it operates. A merchant who opens an Account must be eighteen (18) years of age or older. 

GiveCorporation retains the right to suspend, freeze, or terminate any merchant account onboarded through Provider without prior notice, in its sole discretion, including but not limited to cases involving suspected fraud, legal violations, regulatory actions, or security concerns. Provider shall not make representations to any merchant that contradict this right or suggest guaranteed approval or continuity.

7. API Developer Relationship

Providers that use the GiveCorporation API, and their merchants are subject to the terms of this Agreement. GiveCorporation owns all legal rights, title and interest in and to the API, including any Intellectual Property Rights that subsist in the API. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.

Providers utilizing GiveCorporation’s API must comply fully with API usage terms, including PCI DSS compliance, proper tokenization practices, and safeguarding data security and access tokens. Providers may charge additional fees for value-added services provided through their API integrations.

In the event a Merchant defaults on repaying any losses to GiveCorporation as a result of a chargeback, refunds or any other negative balances, Provider will be responsible for the repayments.

Providers must protect all credentials, access tokens, and API keys from unauthorized use. Unauthorized transmission or exposure of cardholder or platform data may result in termination of this Agreement and regulatory reporting.

8. E-Sign Disclosure and Consent Electronic Delivery

By accepting this Agreement, Provider consents to receive electronically all communications, agreements, notices, disclosures, and documents related to its account and usage of GiveCorporation services. Provider acknowledges the required hardware and software for accessing electronic communications and agrees to maintain updated contact information. You agree that your electronic signature has the same effect as your manual, physical signature.

You can update your primary email address at any time by logging into your GiveCorporation Account, clicking the icon in the bottom-left corner, then selecting "Edit Profile" and "Change Email".

9. Accepted Forms of Payment

The Service supports domestic and most international cards with these logos (Visa, MasterCard, American Express, Discover), subject to verification checks and GiveCorporation’s ongoing discretion. GiveCorporation may add or remove support for certain payment cards at any time without prior notice. GiveCorporation may elect only to process cards that receive an authorization from the applicable issuer. The Service supports payments via Apple Pay to Merchants in the U.S., if supported by GiveCorporation’s platform.

10. Underwriting and Sharing Information

Cardholder data as a result of card usage such as patterns and activity is owned by GiveCorporation. GiveCorporation may share Provider information and transactional data with processors, banks, networks, and regulatory authorities as necessary for operational, compliance, underwriting, and risk management purposes.

11. Provider’s Merchant Transactions

The Provider’s Merchant may only submit transactions which result from the bona fide sale of goods and services to a cardholder from its place of business set forth on the Merchant application.

Providers ensure that Merchant does not accept a transaction that does not result from an act between the cardholder and Merchant. A Merchant is prohibited from submitting a transaction representing sales of goods or services generated by another merchant (transaction laundering).

The Provider’s Merchant must not deposit a transaction until the transaction is completed, the merchandise or services are shipped or provided (unless the cardholder has paid a partial or full prepayment), or cardholder consent is obtained for a recurring transaction.

The Provider’s Merchant will ensure that every transaction contains GiveCorporation’s unique payment facilitator identifier (assigned to GiveCorporation Sponsor by Bank) and the Merchant’s identifier (as assigned to the Merchant by GiveCorporation). Each transaction authorization and clearing transaction message must identify the Merchant and include the Merchant’s acceptor business code/MCC that reflects the primary business of Merchant.

Providers shall ensure that the cardholder is easily able to understand that the Merchant is responsible for the transaction, including delivery of the goods or provision of the services that are the subject of the transaction, and for customer service and dispute resolution, all in accordance with the terms applicable to the transaction.

Merchant Transactions processed through GiveCorporation can be reviewed by the Provider through the online portal provided by GiveCorporation, and may be categorized as Pending, Authorized, Declined, Settled, Voided, Refund Canceled, Refunded, Refund Pending, Chargeback, Chargeback Reversal based on internal automated processing reviews, regulatory compliance checks, risk assessments, or verification outcomes. GiveCorporation retains the authority to reverse or cancel transactions identified as high-risk, fraudulent, or otherwise non-compliant.

12. Provider Fees Upon Refunds and Chargebacks

In the event a transaction processed by a Merchant associated with the Provider's account is reversed through a refund or chargeback, any previously settled Provider fees associated with that transaction will be deducted from the Provider's subsequent settlement. The deduction applies to the total Provider fees originally earned on the transaction in question. Providers acknowledge and agree that GiveCorporation reserves the right to offset these amounts against future earnings or available account balances to recover the fees.

In addition to fee reversals resulting from refunds or chargebacks, Provider acknowledges that any pattern of elevated chargeback or dispute activity, as determined by GiveCorporation in its sole discretion, may trigger enhanced risk management measures. These may include, without limitation, the imposition or increase of a Reserve, enhanced monitoring, and review of merchant accounts.

If one or more merchants onboarded by Provider incur excessive chargebacks, settlements to Provider may be delayed, adjusted, or withheld in whole or in part, as reasonably necessary to manage financial exposure. Provider agrees to cooperate with all related investigations and remediation efforts.

13. Payouts and Withdrawals

Providers must maintain a verified, U.S.-based bank account to receive disbursements of fees earned by marking up the buy rate. Withdrawals are processed via ACH transfer upon request and are subject to account verification, compliance checks, and periodic risk assessments. Initial withdrawals may be delayed due to onboarding procedures or security reviews.

Merchants must also maintain a verified, U.S.-based bank account to receive settlement funds for processed transactions. Payouts are made via ACH transfer and are subject to the same verification, compliance, and risk review processes. Delays in initial payouts may occur as part of standard security protocols or underwriting evaluations.

14. Reserve

GiveCorporation may require a Reserve to secure potential obligations arising from chargebacks, returns, or other risk factors. The Reserve amount is determined at GiveCorporation’s discretion, based on risk and transaction history.

At any time and from time to time, the Bank may temporarily suspend or delay payments to your merchant and/or designate an amount of funds that the Bank must maintain in the Account ("Reserve") to secure the performance of payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your Merchant’s use of the Service.

The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by GiveCorporation, in its sole discretion, based on your/Merchant’s payment history, a credit review, the amount of any arbitration award or court judgment against you in GiveCorporation’s favor, or otherwise as GiveCorporation or its processor or the Bank may determine or require. If you do not have sufficient funds in your Reserve, the Bank may fund the Reserve from any funding source associated with your Account, or from any other Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) credited to your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.

You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

A Merchant's account balance under your Provider account must not be negative at any time, for any reason. Should your Merchant’s account be negative for greater than a 24 hour period, your Merchant’s ability to process, manage, and transfer funds may be suspended. An investigation may commence to determine whether bank fraud has been committed.

In Summary,
We may require a Reserve to ensure that you can cover chargebacks, returns, reversals, and other obligations under this Agreement.

A negative balance may be considered bank fraud. If your account goes into a negative balance please contact providers@givepayments.com immediately to seek resolution.

15. Accounts

You are not required to have a credit in your Account in order to use the Service. When you have a credit, your funds will be co-mingled and held by the Bank with other funds in one or more pooled accounts at the Bank that are established in the Bank's name for the benefit of you and other users. The Bank has sole discretion over the establishment and maintenance of any pooled account. GiveCorporation has no ownership or control, and no right, title or interest in any account in which your Provider/Merchant funds are held. (The pooled account is different from the Reserves funds).

The Bank will hold any funds associated with your Account in an account separate from any account used for GiveCorporation’s corporate funds. GiveCorporation will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. (This is different from the funds in your Reserves).  You will not receive interest or any other earnings on any funds that the Bank holds for you. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in a pooled account.

If your Account is negative for an extended period of time (as defined by GiveCorporation in its sole discretion), the Bank may close your Account and we may pursue legal action or other collection efforts.

16. Cardholder Data Security

Providers handling, transmitting, or storing cardholder data must comply with PCI DSS standards at all times and maintain security protocols to safeguard this data.

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and CVV2. GiveCorporation is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service. GiveCorporation will maintain all applicable PCI DSS requirements to the extent GiveCorporation possesses or otherwise stores, processes, or transmits cardholder data on your behalf, or to the extent GiveCorporation could impact the security of your cardholder data environment.

If you handle, transmit, or store any Cardholder Data in connection with your use of the GiveCorporation Service or the GiveCorporation API, you agree to comply at all times with the Payment Card Industry Data Security Standards ("PCI DSS"). Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by GiveCorporation to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorization decision.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws, Operating Regulations, and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Unless you receive the express consent of your customer, you may not retain, track, monitor, store, disclose or otherwise use data (e.g. to send any marketing or promotional materials to Purchaser) except for the transaction for which it was given and any post-transaction activities in connection with such immediate transaction (e.g. chargeback).

Provider Obligations Toward Merchant PCI Compliance

As a Provider, you are responsible for ensuring that any merchant using your services for the storage, processing, or transmission of Cardholder Data complies with PCI DSS at all times. This includes implementing and maintaining appropriate controls, security protocols, and technical safeguards in line with industry best practices and applicable Operating Regulations. You must confirm that each merchant partner:

• Has validated their PCI DSS compliance status where required;
• Uses only PCI DSS-compliant service providers;
• Stores, processes, or transmits Cardholder Data solely for the purpose of fulfilling legitimate transactions and for post-transaction activities as permitted;
• Removes Cardholder Data from their systems within 24 hours after receiving an authorization decision;
• Does not retain or use Cardholder Data for marketing or other non-transactional purposes without explicit consent from the customer;
• Complies with all relevant data protection and privacy regulations.

GiveCorporation reserves the right to request evidence of such compliance from you and/or your merchant partners and to take appropriate measures, including service suspension or termination, in the event of non-compliance.

17. Taxes

Provider is responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with the use of the Service. Provider is solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. GiveCorporation is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from the use of the Service. GiveCorporation fulfills mandatory IRS reporting obligations.

18. Customer Service

Providers shall bear sole responsibility for all customer service matters arising from or relating to their goods or services, and shall ensure that their merchants are equally responsible for such matters. This responsibility includes, without limitation, matters concerning pricing, order fulfillment, order cancellations (initiated by either the merchant or the customer), returns, refunds and adjustments, rebates, product functionality and warranties, technical support, and any feedback related to the conduct, policies, or procedures of the Provider or its merchants.

In the performance of customer service functions, Providers shall clearly and consistently identify themselves as independent entities, separate and distinct from GiveCorporation. Providers shall ensure that their merchants adhere to the same standard of representation.

Additionally, Providers shall cooperate fully with GiveCorporation and any related API application to ensure that purchasers are provided with accurate and accessible customer service information. Such information must include, at a minimum, a current and active customer service email address and telephone number. Providers shall ensure that their merchants maintain the same level of accessibility and transparency.

19. Set-off and Collection Rights

GiveCorporation may offset Provider obligations from any funding source associated with your Account funds or initiate collection measures if debts remain unsettled.

20. Dormant Accounts

Inactive Provider accounts are subject to closure and escheatment in accordance with applicable laws after appropriate notification.

If no activity (such as a login or disbursement) occurs in the account for the period defined by relevant unclaimed property laws and a balance remains, a notification may be sent to the Provider’s registered email address. Additional notice may also be provided by U.S. mail.

The Provider will be given the option to keep the account open, withdraw the remaining funds, or request a check. If no response is received within the timeframe specified in the notice, the account may be closed and the remaining balance (less any applicable processing fee) escheated in accordance with applicable law.

If no activity is detected in a GiveCorporation account for an extended period, the Provider will be notified of the available options.

21. Privacy and Security

By accepting this Agreement, the Provider confirms that they have read, understood, and accepted GiveCorporation’s Privacy Policy. The Provider also agrees to comply with the Privacy Policy and must maintain strict security measures to protect personal and transactional data, promptly reporting any breaches to GiveCorporation.

GiveCorporation has implemented technical and organizational measures designed to secure the Provider’s personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, GiveCorporation cannot guarantee that unauthorized third parties will never be able to defeat those measures or use the Provider’s personal information for improper purposes. The Provider acknowledges that they provide their personal information at their own risk. If the Provider discovers a security-related issue, they agree to inform the GiveCorporation Security Team immediately by contacting security@givecorporation.com . The Provider also agrees not to disclose the issue until GiveCorporation has addressed it.

22. Intellectual Property Rights

The Service is licensed and not sold. GiveCorporation reserves all rights not expressly granted to the Provider in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. GiveCorporation owns the title, copyright, and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant the Provider any rights to GiveCorporation's trademarks or service marks, nor may the Provider remove, obscure, or alter any of GiveCorporation's trademarks or service marks included in the Service.

The Provider may choose to, or GiveCorporation may invite the Provider to, submit comments or ideas about the Service, including without limitation ideas about how to improve the Service or GiveCorporation’s products (“Feedback”). By submitting Feedback, the Provider agrees that such disclosure is gratuitous, unsolicited, and without restriction and will not place GiveCorporation under any fiduciary or other obligation. GiveCorporation is free to use the Feedback without any additional compensation to the Provider, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. The Provider further acknowledges that, by acceptance of such submission, GiveCorporation does not waive any rights to use similar or related ideas previously known to GiveCorporation, developed by its employees, or obtained from sources other than the Provider.

23. Indemnification

Provider shall indemnify, defend, and hold harmless GiveCorporation, its affiliates, officers, directors, and employees from and against any and all losses, claims, damages, liabilities, penalties, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

(i)  any breach of this Agreement by Provider;
(ii) any violation of any Applicable Law by Provider or any of its agents, subcontractors, vendors, representatives, or other third parties acting on its behalf;
(iii) any unauthorized or misleading representations, commitments, or warranties made by Provider or its representatives to any Merchant regarding GiveCorporation’s services;
(iv) the submission or onboarding of any Merchant by Provider that contains materially false, misleading, or incomplete information and which results in regulatory exposure, reputational harm, or financial loss to GiveCorporation;

(v) any action or omission by Provider or its agents, subcontractors, vendors, or service providers in connection with its performance under this Agreement or any related Merchant relationship;

(vi) any use of intellectual property not authorized by GiveCorporation;

(vii) any action or claim made or asserted by any Merchant in connection with their onboarding, servicing, or interactions facilitated by Provider.

24. Representations and Warranties

Provider represents and warrants that:

(a) it has full power, right, and authority to enter into and perform its obligations under this Agreement and is eligible to register for and use the Service;

(b) the name provided by Provider at the time of registration is its legal name or the business name under which it offers goods and/or services;

(c) each sales transaction submitted through the Service constitutes a bona fide sale of goods and/or services;

(d) each transaction submitted accurately describes the goods and/or services sold and delivered to the purchaser;

(e) it will fulfill all of its obligations to each purchaser for whom a transaction is submitted and will resolve any consumer dispute or complaint directly with the Merchant and purchaser;

(f) it and all transactions initiated by it will comply with all applicable federal, state, and local laws, rules, and regulations, including applicable tax laws;

(g) except in the ordinary course of business, no transaction submitted through the Service will represent a sale to any principal, partner, proprietor, or owner of Provider;

(h) it will not use the Service, directly or indirectly, for any fraudulent or deceptive activity or in any way that interferes with the proper operation of the Service; and

(i) its use of the Service will be in full compliance with the terms of this Agreement.

(j) You expressly acknowledge and agree that you are assuming the risk of compliance for your merchants.

25. Disclaimer of Warranties by GiveCorporation

The service is provided on an "as is" and "as available" basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

No advice or information, whether oral or written, obtained by you from GiveCorporation or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, GiveCorporation, its processors, its providers, its licensors and the bank (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components.

GiveCorporation does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the service or any hyperlinked website or service, or featured in any banner or other advertising.

All third-party hardware and other products included or sold with the service are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer or distributor directly. GiveCorporation makes no warranties, express or implied, with respect to such third-party products, and expressly disclaims any warranty or condition of merchantability, non-infringement, or fitness for a particular purpose.

26. Limitation of Liabilities and Damages

To the maximum extent permitted by applicable law, in no event shall GiveCorporation, its processors, suppliers, licensors, networks, or the bank (or their respective affiliates, agents, directors and employees) be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, inability to use, or unavailability of the service.

Under no circumstances will GiveCorporation be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your GiveCorporation account or the information contained therein. In no event will GiveCorporation be liable for any incidental, consequential, or cover damages arising out of the use of or inability to use third-party products or any amount in excess of the amount paid by you for the product that gives rise to any claim.

To the maximum extent permitted by applicable law, GiveCorporation, its processors, the networks, and the bank (and their respective affiliates, agents, directors, and employees) assume no liability or responsibility for any:

(i) errors, mistakes, or inaccuracies of content;
(ii) personal injury or property damage, of any nature whatsoever, resulting from access to or use of the service;
(iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;
(iv) any interruption or cessation of transmission to or from the service, or any delay in performing our obligations under this agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control;
(v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the service by any third party;
(vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or
(vii) the defamatory, offensive, or illegal conduct of any third party.

In no event shall GiveCorporation, its processors, agents, suppliers, licensors, networks, or the bank (or their respective affiliates, agents, directors, and employees) be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount of fees earned by us in connection with your use of the service during the three (3) month period immediately preceding the event giving rise to the claim for liability.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if GiveCorporation has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

27. Termination and Effect of Termination

Termination

If your GiveCorporation Account is terminated due to risk considerations, compliance requirements, reputational concerns, or any other legitimate reasons, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all card logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that GiveCorporation shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.

In Summary,
You should understand the consequences of termination of your GiveCorporation Account.

Your Right to Terminate

You may terminate this Agreement by closing your GiveCorporation Account at any time. When you close your GiveCorporation Account, any pending transactions will be canceled. Any funds that the Bank holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your GiveCorporation Account as a means of evading your payout schedule). If an investigation is pending at the time you close your GiveCorporation Account, the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the Bank will release those funds to you.

In Summary,
If you close your GiveCorporation Account, the Bank will send you your money, but it may be subject to limitations or hold periods to ensure that you can fulfill your obligations.

Our Right to Terminate

We may terminate this Agreement and close your GiveCorporation Account due to risk considerations, compliance requirements, reputational concerns, or any other legitimate reasons at any time upon notice to you. We may also suspend the Service and instruct the Bank to suspend access to your GiveCorporation Account (including the funds in your GiveCorporation Account) if you (a) have violated the terms of the GiveCorporation's policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

In addition to the above, we reserve the right to terminate your account and withhold all funds if you do not respond within 30 days to any GiveCorporation request for information regarding any of the types of requests listed below and/or any other request for information in regards to potential financial risk, security breach or otherwise to GiveCorporation and/or any of GiveCorporation's affiliated partners.

• KYC (Know Your Customer)
• Underwriting
• Risk
• Compliance
• Identity
• Security
• Fraud
• AML (Anti-Money Laundering)
• OFAC list
• Business/Legal Entity
• Owner/Principal Information
• Bank Account
• IRS/Taxes
• Terms

In Summary,
We may terminate this Agreement and close your Account for any reason or no reason at any time, but we'll always keep you informed. If you do not respond to a GiveCorporation request within 30 days we may terminate your account and withhold all funds.

Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

In Summary,
Termination of this Agreement does not relieve you of any obligations to pay any amounts that you owe.

28. Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact GiveCorporation Support at providers@givepayments.com with any dispute. If we cannot resolve your concerns, we agree to a dispute resolution process requiring individual arbitration.

In Summary,
If a dispute of any kind arises, we do our best to address your concerns quickly. If we cannot resolve your issue, we agree to binding individual arbitration.

29. Limitation on Time to Initiate a Dispute

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

30. Binding Individual Arbitration

You and GiveCorporation agree to arbitrate all "Disputes," defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and GiveCorporation, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, GiveCorporation advertising, and any use of GiveCorporation software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing, you or GiveCorporation may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. GiveCorporation may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. Any arbitration under this Agreement will only be on an individual basis; class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted, and you are waiving your rights to have your case decided by a jury and to participate in a class action against GiveCorporation. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) ("AAA") according to this provision and the applicable arbitration rules. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small- claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside or at another mutually agreed location. Otherwise, any arbitration hearing will occur in Maricopa County, Arizona. You or GiveCorporation may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and GiveCorporation subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you or by GiveCorporation, unless the arbitrator requires otherwise. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. GiveCorporation will reimburse costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, GiveCorporation will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. In the event the arbitrator determines the claims you assert in the arbitration are frivolous, you agree to reimburse GiveCorporation for all fees associated with the arbitration paid by GiveCorporation on your behalf that you otherwise would be obligated to pay under the AAA's rules. For purposes of this arbitration provision, references to you and GiveCorporation also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Service. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts  in the County of Maricopa, Arizona, or federal court for the District of Arizona.

In Summary,
You and GiveCorporation agree to arbitrate all Disputes rather than resolve them in court.

31. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

Upon termination of this Agreement, certain sections of it will remain in effect.

32. Governing Law and Jurisdiction

This Agreement and any Dispute will be governed by Arizona law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Arizona, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

33. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GiveCorporation without restriction.

34. Third Party Services and Links to Other Websites

You may be offered services, products and promotions provided by third parties and not by GiveCorporation. If you decide to use these third party services, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that GiveCorporation is not responsible for the performance of these services. The Website may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by GiveCorporation. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. GiveCorporation expressly disclaims any liability for these websites. Please remember that when you use a link to go from our Website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Website, is subject to that website's own rules and policies.

35. Amendment of Agreement

GiveCorporation has the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or Service with notice that GiveCorporation, in its sole discretion, deems to be reasonable in the circumstances, including notice on its website or any other website maintained or owned by GiveCorporation and identified to the Provider. Any use of the software or Service by the Provider after publication of any such changes shall constitute the Provider’s acceptance of this Agreement as modified.

For the purposes of this Section 35, a written instrument shall mean a document that includes the updated terms and is signed by both parties. Electronic communications such as email or website notices alone shall not constitute a valid amendment; however, GiveCorporation will send a formal notification of any changes along with a request to review and sign the revised Agreement.

36. Beneficial Ownership Attestation

By approving this application as the individual who is opening an account on behalf of a business/organization I hereby attest the ownership and controlling information provided is complete and accurate to the best of my knowledge. The authorized individual(s) or the business/organization agrees to notify GiveCorporation of any changes to the information.

37. PCI Compliance

By checking the checkbox, you confirm that your business adheres to the Payment Card Industry Data Security Standard (PCI DSS) requirements and is PCI compliant. If you are unsure, complete the Self-Assessment Questionnaire A and Attestation of Compliance at https://listings.pcisecuritystandards.org/documents/SAQ_A_v3.pdf to ensure your business meets the PCI DSS standards.

38. Previous Terminations Disclosure

You hereby disclose whether any previous independent sales organization, payment provider, or similar agreement has been terminated or is currently subject to termination proceedings. You acknowledge and understand that providing false or incomplete information, or failing to disclose a prior termination, may result in the rejection of this application or the subsequent termination of any account or agreement established pursuant to it.

39. Contacting GiveCorporation

If you have questions or concerns regarding this agreement, you may email us at legal@givecorporation.com.

You can also write to us at:

GiveCorporation

3200 E Camelback Rd

Phoenix, AZ 85018

40. Acceptance

By signing, Provider confirms having read, fully understood, and agreed to adhere to all detailed terms in this Agreement.

The information contained herein is intended to provide a general overview of the Company’s policies and procedures relating to compliance with this Policy and does not constitute legal advice or a complete description of the laws and regulations relating to this Policy. The Company has made every effort to ensure the accuracy and completeness of this Policy.  This document is intended to provide guidance to employees of Company on how to comply with applicable laws and regulations related to this Policy. Employees should consult with the Legal or Compliance Department if they have any questions about the Policy or how to comply with it. Company reserves the right to modify or update this Policy at any time without notice. Employees are responsible for reviewing the Policy on a regular basis to ensure that they are aware of any changes. This Policy applies to all employees of Company, regardless of their position or location unless stated otherwise in the Policy. Employees are responsible for complying with the Policy and for reporting any suspected violations to their respective supervisor, the Legal Department, AMLCO or respective recipient of such violation as outlined in this Policy.