Legal & Compliance

Merchant of Record Service Terms

Mr. Merchant Pay Inc.

1. The Merchant of Record Service

1.1 Operation of these Terms.

These Merchant of Record Services Terms (“MoR Terms”) supplement the Merchant of Record Services Agreement entered into between a Merchant and the Provider (the “Agreement”), and together with the Agreement and any related documentation the Provider makes available (the “Documentation”), govern a Merchant’s use of the Service described below. If these MoR Terms conflict with the Agreement, the Agreement controls. These MoR Terms are entered into between the relevant Merchant and Mr. Merchant Pay Inc., a Delaware corporation (the “Merchant of Record Provider” or “Provider”). The Provider may assign or transfer its rights or obligations under these MoR Terms to an Affiliate. Capitalized terms not defined in these MoR Terms have the meanings given in the Agreement.

1.2 Description of the Service.

The merchant of record service (the “Service”) enables the sale of a Merchant’s products to End Customers by, among other things, surfacing checkout pages, sending receipts, facilitating payment processing, managing sale proceeds and post-sale support (including disputes), and calculating and remitting applicable Indirect Taxes in certain jurisdictions.

1.3 Definitions

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

“End Customer” means any individual or entity that purchases or attempts to purchase a Merchant's products through the Service.

“Indirect Tax” means any transaction-based taxor duty imposed by a governmental authority, including sales tax, use tax, value-added tax, and goods and services tax.

“Payment Partner” means any third-party payment processor, acquirer, or financial institution engagedby the Provider to process, clear, or settle transactions in connection withthe Service.

 2. Provision of the Service

2.1 Merchant of Record Role.

The Provider provides the Service to the Merchant as seller, and not to the Merchant’s End Customers. The Provider is the merchant of record for transactions made using the Service. The Merchant appoints and authorizes the Provider to facilitate the sale of the Merchant’s products on the Merchant’s behalf, and agrees to be bound by the Provider’s actions taken in that capacity. The Provider does not take possession of the Merchant’s products and will not book the revenue from the Merchant’s sale of products to End Customers. For Indirect Tax purposes only, and as further described in Section 4 (Taxes), the Provider may be treated under applicable law as making, or as deemed to make, the supply of the product to the End Customer.

2.2 Payment Processing; Pooled Funds.

The Provider facilitates the Merchant’s sale of products to End Customers through third-party payment processing partners (“Payment Partners”). The Merchant appoints the Provider and its Payment Partners as its agents for the limited purpose of directing, receiving, holding, and settling funds in connection with the Service. Settlement funds may be combined with funds of other merchants and held in one or more pooled accounts at financial institutions engaged by the Provider or a Payment Partner. Once the Provider or a Payment Partner receives funds for a transaction, the relevant End Customer has no further payment obligation to the Merchant with respect to that transaction.

3. Merchant's Use of the Service

3.1 Eligibility and Termination.

The Service applies only to transactions for products the Merchant elects to sell through the Service and that the Provider determines are eligible. The Provider may suspend or terminate a Merchant's use of the Service, or require a Merchant to stop selling ineligible products through the Service, at any time in accordance with the Agreement.

3.2 Subscriptions.

If a Merchant elects to manage End Customer subscriptions through the Service, the Merchant must have the contractual rights necessary to transfer those subscriptions and to appoint the Provider as its agent to charge and collect subscription amounts, and must give End Customers notice of that arrangement. If a Merchant elects to stop managing subscriptions through the Service, it must have the rights necessary to manage them directly and must give End Customers timely notice of the change.

3.3 Refund Policy.

The Provider may issue refunds to End Customers within the period, and in accordance with there fund policy, set out in the Documentation, regardless of any more restrictive refund policy the Merchant has set with its End Customers. The Merchant is liable to the Provider for the full amount of any disputes, refunds, and reversals resulting from the Merchant's sale of products through the Service, and the Provider may debit such amounts from the Merchant's account balance.

3.4 Customer Disputes.

The Merchant must cooperate with the Provider to resolve End Customer transaction complaints and disputes, including by providing requested information within the time frame set out in the Agreement or by the Provider. The Provider may, at its discretion,enable dispute prevention and resolution tools on the Merchant's behalf to manage the Merchant's dispute rate, the reasonable cost of which the Merchant is responsible for.

3.5 Payment Methods; Liability.

The Merchant is responsible for compliance with applicable requirements for the payment methods offered to End Customers through the Service, except to the extent already satisfied by the Provider. The Merchant is responsible for costs, fees, fines, and charges imposed by a payment method acquirer, provider, or card network in connection with the Merchant's sale of products through the Service, and for liability allocated to the Provider from a related decision by such a party, which shall be final and binding on the Merchant.

3.6 Transaction Integrity.

The Provider may decline, cancel, or refund any transaction made through the Service at any time if it reasonably believes the transaction may be fraudulent, unlawful, abnormal, made in error or bad faith, likely to result in a dispute, or in violation of the Agreement or the Documentation.

4. Taxes

4.1 Indirect Tax Responsibility.

By using the Service, the Merchant agrees that the Provider will calculate, collect, hold, and remit applicable Indirect Taxes on the sale of the Merchant's products in the jurisdictions identified in the Documentation, acting as an electronic interface operator, marketplace operator, commissionaire, agent, or deemed supplier, as applicable under local law. Outside those jurisdictions, the Merchant is solely responsible for the calculation, collection, and remittance of all applicable taxes. The Merchant must reimburse the Provider for any Indirect Tax refunded to an End Customer that the Provider is unable to recover from the relevant tax authority.

4.2 Other Taxes and Fees.

The Merchant is responsible for all other tax liabilities arising from its sale of products through the Service and for any taxes applicable to fees payable to the Provider, except as the Agreement or the Provider's pricing documentation expressly states otherwise. The Provider may deduct applicable taxes from amounts otherwise owed to the Merchant.

5. Data Privacy

The Merchant authorizes the Provider and its Payment Partners to process personal data in accordance with applicable data protection law and the data processing terms incorporated into the Agreement, including for customer support, order management, tax remittance, and compliance purposes. The Provider will honor valid data deletion requests received directly from End Customers relating to data held on the Provider's systems; the Merchant remains responsible for deletion requests it receives directly and for data it separately controls.

6. Merchant Obligations

Before and throughout its use of the Service, the Merchant must: (a) ensure its products are not restricted under applicable law and do not infringe third-party rights;(b) make any amendments to its End Customer agreements necessary to comply with these MoR Terms, including required disclosures; (c) ensure its products are free of defects while within its control; and (d) not use the Service to sell products on the Provider's restricted or prohibited list, including digital assets such as cryptocurrency or non-fungible tokens, unless approved in writing by the Provider.

7. Disclaimers

The Provider doesnot provide legal, tax, or accounting advice as part of the Service. TheMerchant remains solely responsible for, and the Provider is not liable for,losses, damages, costs, fines, or penalties relating to the Merchant'sproducts, any defect in them, or an End Customer's use, misuse, or inability touse them, except as otherwise expressly provided in the Agreement.

8. Indemnification

The Merchant will defend and indemnify the Provider against claims and losses arising from the Merchant's products, including any claim that they infringe or misappropriate third-party rights, the Merchant's sale of products to End Customers, or an End Customer's use, misuse, or inability to use them, in each case subject to the terms of the Agreement.

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