Table of contents

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  1. 1. Definitions
  2. 2. Scope of Services
    1. 2.1 Description of Services
    2. 2.2 Relationship with Third Parties
    3. 2.3 Limitations of Use
  4. 3. Merchant Obligations
    1. 3.1 Compliance with Laws and Rules
    2. 3.2 Prohibited Activities
    3. 3.3 Record Retention and Security
  6. 4. Payment Terms
    1. 4.1 Fees
    2. 4.2 Chargebacks
    3. 4.3 Reserve Account
  8. 5. Term and Termination
    1. 5.1 Term of Agreement
    2. 5.2 Termination for Cause
  10. 6. Liability and Indemnification
    1. 6.1 Limitation of Liability
    2. 6.2 Indemnification
  12. 7. Confidentiality
    1. 7.1 Confidential Information
    2. 7.2 Data Use
  14. 8. Dispute Resolution
    1. 8.1 Arbitration
    2. 8.2 Chargeback Disputes
  16. 9. Notices
  17. 10. Amendments and Miscellaneous
    1. 10.1 Amendments
    2. 10.2 Entire Agreement
  19. Definitions
  20. General Payout Timeline
    1. a. Transactions Captured Before 9:00 PM
    2. b. Transactions Captured After 9:00 PM
  22. Specific Conditions

Nuvioo POS:
Merchant Agreement

This Merchant Agreement (the "Agreement") is entered into by and between Nuvioo, Inc. (“Nuvioo,” “we,” or “us”), a Texas-based corporation with its principal place of business at [insert address], and the entity named in the accompanying application (“Merchant,” “you,” or “your”) regarding the provision of payment processing services and related products (“Services”). This Agreement, including its Appendices, governs the Merchant's use of Nuvioo's Services. By submitting an application or processing a transaction using Nuvioo's Services, Merchant agrees to all terms and conditions herein, as amended from time to time.

The effective date of this Agreement shall be the date Nuvioo approves Merchant for participation in the Services (“Effective Date”).

1. Definitions

1.1 Associations: Includes Visa, Mastercard, Discover, American Express, and other payment networks or similar entities as applicable.

1.2 Operating Rules: The rules, regulations, and policies established by the Associations governing the processing of transactions.

1.3 Transaction: Any payment made by a customer using an approved payment method, including credit or debit cards, ACH, or other electronic methods, processed through Nuvioo’s Services.

1.4 Reserve Account: A designated account established to secure Merchant’s obligations under this Agreement.

1.5 Payout Schedule: The timeline and process by which funds from settled transactions are disbursed to the Merchant.

2. Scope of Services

2.1 Description of Services

Nuvioo provides Services enabling Merchant to process card payments, ACH transactions, and other approved payment methods. This includes authorization, capture, and settlement of transactions. Services may also include reporting tools, customer support, and other features as specified in the Merchant’s application or agreement.

2.2 Relationship with Third Parties

Nuvioo facilitates payment processing by acting as a payment facilitator under agreements with acquiring banks and payment networks. The Merchant agrees to abide by the requirements imposed by these third parties, as communicated by Nuvioo.

2.3 Limitations of Use

Merchant is authorized to use the Services solely for the business described in its application. Any material change in business operations or activity must be reported to Nuvioo in writing and approved before use of the Services continues.

3. Merchant Obligations

3.1 Compliance with Laws and Rules

Merchant agrees to comply with:

  1. All applicable federal, state (including Texas), and local laws, including those governing anti-money laundering, fraud prevention, and consumer protection.
  2. The PCI DSS standards and all Association rules and regulations.
3.2 Prohibited Activities

Merchant shall not:

  1. Process fraudulent or unauthorized transactions.
  2. Submit transactions for any purpose other than bona fide sales of goods or services.
  3. Store sensitive payment data, such as CVV or magnetic stripe data, beyond the time necessary for transaction authorization.
3.3 Record Retention and Security

Merchant must:

  1. Retain all transaction records for at least 24 months and provide them to Nuvioo upon request.
  2. Maintain appropriate security measures to protect customer data and prevent unauthorized access or breaches.

4. Payment Terms

4.1 Fees

The merchant agrees to pay processing fees as specified in the service quote. Fees may be deducted directly from transaction settlements or charged to the Merchant’s designated account.

4.2 Chargebacks

Merchant assumes full responsibility for chargebacks and agrees to reimburse Nuvioo for any associated costs, including penalties or fees imposed by Associations or acquiring banks.

4.3 Reserve Account

Nuvioo reserves the right to establish a Reserve Account, funded by withholding a percentage of transaction proceeds or requiring deposits, to secure potential liabilities such as chargebacks or disputes.

5. Term and Termination

5.1 Term of Agreement

This Agreement begins on the Effective Date and continues until terminated by either party with 30 days’ written notice.

5.2 Termination for Cause

Nuvioo may terminate this Agreement immediately if:

  1. Merchant engages in fraudulent, illegal, or prohibited activities.
  2. Merchant breaches any material term of this Agreement.
  3. Termination is required by Associations, acquiring banks, or regulatory authorities.

6. Liability and Indemnification

6.1 Limitation of Liability

Nuvioo’s liability under this Agreement is limited to the total processing fees collected in the three months preceding any claim.

6.2 Indemnification

Merchant agrees to indemnify and hold harmless Nuvioo from any claims, damages, or liabilities arising from:

  1. Merchant’s breach of this Agreement.
  2. Fraudulent transactions or data breaches.
  3. Violations of applicable laws or regulations.

7. Confidentiality

7.1 Confidential Information

Both parties agree to protect and not disclose non-public information exchanged under this Agreement.

7.2 Data Use

Merchant grants Nuvioo the right to use transaction data solely for processing, fraud prevention, and compliance purposes.

8. Dispute Resolution

8.1 Arbitration

Disputes arising under this Agreement shall be resolved through binding arbitration in the State of Texas, unless otherwise prohibited by law.

8.2 Chargeback Disputes

Merchant agrees to respond to chargeback disputes within 10 business days and provide supporting documentation as requested.

9. Notices

Notices under this Agreement shall be sent to the contact information provided by each party in the application, and may be delivered electronically, via certified mail, or by courier.

10. Amendments and Miscellaneous

10.1 Amendments

Nuvioo reserves the right to amend this Agreement upon 30 days’ notice. Continued use of the Services constitutes acceptance of such amendments.

10.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes any prior agreements or understandings.

Payout Schedule

This Merchant Payout Schedule (“Schedule”) outlines the process and timeline for disbursement of funds to merchants (“Merchant(s)”) following the capture of transactions processed through our platform. This Schedule applies to all merchants who utilize the platform for payment processing and serves as a binding agreement regarding the timing of funds disbursement.

Definitions

  • “Capture”: The point at which a Merchant finalizes the processing of a transaction, making it eligible for settlement and disbursement.
  • “Funds Received By”: The date and time by which a Merchant will receive their funds into the designated bank account following a capture.

General Payout Timeline

For all transactions captured by a Merchant, the following timelines will apply:

a. Transactions Captured Before 9:00 PM
Capture Time Fund Received By
Before 9:00 PM on Sunday Monday, 6:00 PM
Before 9:00 PM on Monday Tuesday, 6:00 PM
Before 9:00 PM on Tuesday Wednesday, 6:00 PM
Before 9:00 PM on Wednesday Thursday, 6:00 PM
Before 9:00 PM on Thursday Friday, 6:00 PM
Before 9:00 PM on Friday Monday, 6:00 PM
Before 9:00 PM on Saturday Monday, 6:00 PM
b. Transactions Captured After 9:00 PM
Capture Time Fund Received By
After 9:00 PM on Sunday Tuesday, 6:00 PM
After 9:00 PM on Monday Wednesday, 6:00 PM
After 9:00 PM on Tuesday Thursday, 6:00 PM
After 9:00 PM on Wednesday Friday, 6:00 PM
After 9:00 PM on Thursday Monday, 6:00 PM
After 9:00 PM on Friday Monday, 6:00 PM
After 9:00 PM on Saturday Monday, 6:00 PM

Specific Conditions

  1. Transaction Cut-off Time:
    • The cut-off time for same-day processing is 9:00 PM. Any transaction captured before 9:00 PM will be processed on the same business day, while any transaction captured after 9:00 PM will be processed the following day, according to the timeline indicated in the tables above.
  2. Weekends and Public Holidays:
    • If the disbursement date falls on a weekend or public holiday, the funds will be disbursed on the next business day, unless otherwise specified by the payment processor.
  3. Bank Delays:
    • While our platform ensures timely disbursement of funds as per the Schedule, delays caused by banking institutions, clearing houses, or third-party processors may affect the timing of receipt by Merchants. In such cases, the platform shall not be held liable for delays beyond our control.
  4. Dispute and Chargeback Holds:
    • In instances where transactions are subject to disputes or chargebacks, the disbursement of funds may be delayed or withheld pending resolution of such disputes.

Amendments

This Schedule may be amended at any time, and updates will be communicated to Merchants at least 30 days in advance of any changes becoming effective. It is the Merchant’s responsibility to review these changes and ensure compliance.

Governing Law

This Schedule is governed by and construed in accordance with the laws of Texas, without regard to its conflict of law provisions.

By utilizing the platform and processing transactions, the Merchant agrees to the terms and conditions set forth in this Merchant Payout Schedule.