HL Hunt Pay

2.1 Services Provided

Subject to the terms of this Agreement, HL Hunt Pay provides Merchant with the following services:

• Payment Processing: Processing of credit card, debit card, ACH, and digital wallet transactions;
• Merchant Account Services: Establishment and maintenance of a merchant account for accepting payments;
• Settlement and Payouts: Settlement of Transaction proceeds and transfer of Funds to Merchant's bank account;
• APIs and Integration: Access to APIs, SDKs, and developer tools for integrating payment acceptance;
• Dashboard and Reporting: Access to web-based dashboard for Transaction management, reporting, and analytics;
• Fraud Prevention: Access to fraud detection and prevention tools;
• Recurring Billing: Tools for subscription management and recurring payments;
• Invoicing: Creation and management of invoices;
• Dispute Management: Tools and support for managing Chargebacks and disputes;
• Customer Support: Access to merchant support services.

2.2 License Grant

Subject to Merchant's compliance with this Agreement and timely payment of all fees, HL Hunt grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, APIs, Dashboard, and related documentation solely for Merchant's internal business purposes of accepting payments from Customers.

2.3 License Restrictions

Merchant shall NOT:

• Use the Services for any purpose other than accepting legitimate payments for goods or services;
• Sublicense, resell, or provide access to the Services to third parties without authorization;
• Reverse engineer, decompile, or disassemble any aspect of the Services;
• Circumvent any security measures, rate limits, or access controls;
• Use the Services in violation of applicable law or Card Network Rules;
• Process Transactions for any Prohibited Activities (Section 10);
• Use the Services to launder money, finance terrorism, or engage in any illegal activity;
• Submit fraudulent, unauthorized, or illegal Transactions;
• Store Payment Credentials except in compliance with PCI DSS;
• Use the Services in any manner that could damage or overburden HL Hunt systems.

2.4 Service Modifications

HL Hunt reserves the right to modify, suspend, or discontinue any aspect of the Services at any time. HL Hunt will provide reasonable notice of material changes when practicable. Continued use of the Services after changes constitutes acceptance.

2.5 Third-Party Services

The Services may integrate with or rely upon third-party services, including Card Networks, Acquiring Banks, fraud prevention providers, and others. Merchant agrees to comply with all applicable third-party terms. HL Hunt is not responsible for third-party services.

3.1 Application and Approval

• To use the Services, Merchant must complete the application process and be approved by HL Hunt.
• HL Hunt reserves the right to approve or reject any application in its sole discretion.
• Approval may be subject to additional underwriting, identity verification, and risk assessment.
• HL Hunt may request additional information or documentation at any time.

3.2 Know Your Customer (KYC)

Merchant agrees to provide accurate, complete, and current information as required for KYC verification, including:

• Legal business name, DBA, and business structure;
• Tax identification number (EIN or SSN);
• Business address, phone, email, and website;
• Beneficial ownership information for all owners with 25% or greater ownership;
• Personal information for control persons, including government-issued ID;
• Bank account information for Payouts;
• Business license and formation documents;
• Description of products/services sold;
• Estimated Transaction volume and average ticket size;
• Any other information required by HL Hunt or applicable regulations.

3.3 Ongoing Verification

• Merchant must promptly update Account information whenever it changes.
• HL Hunt may periodically re-verify Merchant information.
• Failure to maintain accurate information may result in Account suspension or termination.
• HL Hunt may conduct ongoing risk monitoring and adjust Account parameters accordingly.

3.4 Account Security

• Merchant is responsible for maintaining the security of Account credentials, API keys, and access tokens.
• Merchant must implement strong authentication and access controls.
• Merchant must immediately notify HL Hunt of any unauthorized access or suspected security breach.
• Merchant is liable for all activity under its Account credentials.

4.1 Authorization

• Merchant must obtain Authorization for all Card Transactions before delivering goods or services.
• Authorization confirms available funds but does not guarantee payment.
• Authorization codes are valid for limited periods per Card Network Rules.
• Merchant must not split Transactions to avoid Authorization limits or fraud detection.

4.2 Transaction Submission

• Merchant must submit Transactions for settlement within the timeframes required by Card Network Rules (typically within 24-48 hours of Authorization).
• Merchant must submit accurate Transaction data, including amount, date, description, and customer information.
• Merchant must not submit duplicate Transactions.
• Merchant must not alter Transaction amounts after Authorization without re-authorizing.

4.3 Transaction Requirements

For each Transaction, Merchant must:

• Only accept payments for bona fide sales of goods or services;
• Provide accurate descriptions of goods or services;
• Disclose all terms, conditions, and pricing to Customers before payment;
• Provide receipts or confirmation for all Transactions;
• Honor all representations made to Customers;
• Comply with all applicable consumer protection laws;
• Maintain records of all Transactions for at least three (3) years;
• Respond promptly to requests for Transaction documentation.

4.4 Card-Present Transactions

• For Card-present Transactions, Merchant must use EMV chip readers when available.
• Merchant must verify that the Card is not expired and appears valid.
• Merchant may request identification in accordance with Card Network Rules.
• Merchant must follow all point-of-sale security procedures.

4.5 Card-Not-Present Transactions

• For e-commerce and remote Transactions, Merchant must implement appropriate fraud prevention measures.
• Merchant should use Address Verification Service (AVS) and CVV verification.
• Merchant is encouraged to implement 3D Secure authentication.
• Merchant bears increased liability for Card-not-present Transactions.

4.6 Declined Transactions

• If a Transaction is declined, Merchant must not complete the sale.
• Merchant must not repeatedly attempt to process a declined Transaction.
• Merchant must not pressure Customers to use alternative payment methods after a decline.

4.7 Transaction Limits

• HL Hunt may impose Transaction limits, daily limits, or volume limits on Merchant's Account.
• Limits may be adjusted based on Account history, risk assessment, and other factors.
• Exceeding limits may result in Transaction rejection or Account review.

5.1 Settlement Process

• HL Hunt will settle Transaction proceeds to Merchant's Account after Transactions are processed and cleared.
• Settlement is net of applicable fees, Chargebacks, refunds, and other deductions.
• Standard settlement timing is T+2 (two business days after Transaction date), subject to Account status and risk factors.
• Settlement may be delayed for new Accounts, high-risk Transactions, or Accounts under review.

5.2 Payouts

• Merchant may initiate Payouts of available Funds to the designated bank account.
• Payouts are typically processed within 1-2 business days after initiation.
• Merchant must maintain a valid bank account in Merchant's legal name.
• HL Hunt reserves the right to verify bank account ownership.

5.3 Payout Schedules

Payout schedules may vary based on Account type and status:

5.4 Payout Holds and Delays

HL Hunt may delay or hold Payouts in the following circumstances:

• Pending investigation of suspicious or potentially fraudulent activity;
• Elevated Chargeback or dispute rates;
• Breach or suspected breach of this Agreement;
• Negative Account balance;
• Required Reserve establishment or maintenance;
• Legal hold, regulatory requirement, or law enforcement request;
• Bank account verification issues;
• Risk assessment indicating elevated exposure;
• Any other circumstance where HL Hunt reasonably believes funds may be at risk.

5.5 Negative Balances

• Merchant is liable for any negative balance in its Account.
• Negative balances may result from Chargebacks, refunds, fees, or other deductions exceeding available Funds.
• HL Hunt may debit Merchant's bank account to recover negative balances.
• Merchant authorizes HL Hunt to initiate ACH debits to recover amounts owed.
• Unpaid negative balances may be referred to collections.

6.1 Fee Structure

Merchant agrees to pay all fees as set forth in the Fee Schedule (Exhibit A). Fees include, but are not limited to:

• Transaction Fees: Per-Transaction percentage and/or flat fee;
• Interchange Fees: Card Network interchange charges (passed through at cost or blended);
• Assessment Fees: Card Network assessment fees;
• Chargeback Fees: Per-Chargeback processing fee;
• Refund Fees: Processing fees for refund Transactions;
• ACH Fees: Fees for ACH transactions and Payouts;
• International Fees: Additional fees for cross-border Transactions;
• Currency Conversion Fees: Fees for foreign currency conversion;
• Monthly Fees: Account maintenance or minimum fees (if applicable);
• PCI Compliance Fees: Fees related to PCI DSS compliance;
• Other Fees: As specified in the Fee Schedule or otherwise disclosed.

6.2 Fee Deduction

• Fees are deducted from Transaction proceeds before settlement.
• If insufficient funds are available, HL Hunt may debit Merchant's bank account.
• Merchant authorizes automatic fee deduction from all available sources.

6.3 Fee Changes

• HL Hunt may modify fees upon thirty (30) days' notice.
• Changes to Card Network fees may be implemented immediately.
• Continued use of Services after fee changes constitutes acceptance.
• Merchant may terminate if it does not accept fee changes.

6.4 Taxes

• All fees are exclusive of applicable taxes.
• Merchant is responsible for all sales, use, VAT, and other taxes.
• HL Hunt may collect and remit taxes where required by law.

6.5 Billing Disputes

• Merchant must notify HL Hunt of any billing dispute within sixty (60) days of the charge.
• Disputes not raised within this period are waived.
• Merchant must continue paying undisputed amounts during dispute resolution.

7.1 Reserve Requirement

HL Hunt may establish a Reserve to secure Merchant's obligations under this Agreement. Reserves may be required based on:

• Merchant's industry, business model, or risk profile;
• Chargeback history or elevated Chargeback rates;
• Transaction volume, average ticket size, or delivery timeframes;
• Financial condition or creditworthiness;
• Processing history or lack thereof;
• Any other risk factors identified by HL Hunt.

7.2 Reserve Types

• Rolling Reserve: A percentage of daily Transaction volume held for a specified period (e.g., 10% for 180 days).
• Minimum Reserve: A fixed minimum balance that must be maintained.
• Upfront Reserve: A deposit required before processing begins.
• Capped Reserve: A rolling reserve with a maximum cap amount.

7.3 Reserve Adjustments

• HL Hunt may increase Reserve requirements at any time based on risk assessment.
• Reserve decreases are at HL Hunt's sole discretion.
• Reserves may be held for up to 270 days after Account termination.
• Reserves may be used to offset Chargebacks, fees, fines, or other amounts owed.

7.4 Security Interest

Merchant grants HL Hunt a security interest in: (i) all Funds held in or payable to Merchant's Account; (ii) all Reserves; (iii) all Chargebacks, refunds, and adjustments receivable; and (iv) all proceeds thereof. This security interest secures all of Merchant's obligations under this Agreement. Merchant authorizes HL Hunt to file UCC financing statements.

7.5 Right of Setoff

HL Hunt may setoff any amounts owed by Merchant against any Funds, Reserves, or other amounts payable to Merchant, without notice or demand. This right is in addition to all other remedies available to HL Hunt.

8.1 Chargeback Liability

• Merchant is fully liable for all Chargebacks, regardless of the reason.
• When a Chargeback is received, the Transaction amount plus applicable fees will be debited from Merchant's Account.
• If insufficient funds are available, HL Hunt may debit Merchant's bank account or apply Reserves.
• Chargeback liability survives termination of this Agreement.

8.2 Chargeback Response

• HL Hunt will notify Merchant of Chargebacks via Dashboard or email.
• Merchant may submit representment documentation to dispute a Chargeback.
• Representment must be submitted within the timeframe specified (typically 7-14 days).
• HL Hunt does not guarantee success of representment; the Issuer or Card Network makes the final determination.

8.3 Chargeback Thresholds

Merchant must maintain Chargeback rates below Card Network thresholds:

8.4 Excessive Chargebacks

If Merchant exceeds Chargeback thresholds:

• HL Hunt may impose additional fees or Reserve requirements;
• HL Hunt may require Merchant to implement remediation measures;
• Card Networks may impose fines, which will be passed through to Merchant;
• HL Hunt may suspend or terminate Merchant's Account;
• Merchant may be placed on the MATCH/TMF list, preventing future payment processing.

9.1 Refund Policy

• Merchant must maintain a clear, fair, and disclosed refund policy.
• Refund policies must comply with applicable law and Card Network Rules.
• Refunds should be processed to the original payment method when possible.
• Refunds must be processed within the timeframes required by Card Network Rules.

9.2 Processing Refunds

• Refunds are deducted from Merchant's available balance.
• Transaction fees are not refunded when Merchant processes a refund.
• Refunds may be subject to additional processing fees per the Fee Schedule.
• Refunds should not exceed the original Transaction amount.

9.3 Refund vs. Chargeback

Processing a refund after a Customer has initiated a Chargeback may result in a double loss to Merchant (both the refund and the Chargeback). Merchant should check for pending Chargebacks before processing refunds.

10.1 Prohibited Activities

Merchant shall NOT use HL Hunt Pay to process Transactions for, or in connection with, any of the following:

• Any activity that is illegal under applicable federal, state, or local law;
• Unlicensed money transmission, money laundering, or terrorist financing;
• Illegal drugs, drug paraphernalia, or controlled substances;
• Illegal weapons, firearms sales without proper licensing, or ammunition;
• Child exploitation, child pornography, or any content harmful to minors;
• Human trafficking, prostitution, or escort services;
• Illegal gambling or unlicensed gaming;
• Pyramid schemes, Ponzi schemes, or multi-level marketing without a legitimate product;
• Counterfeit goods, trademark-infringing products, or stolen property;
• Credit repair, debt settlement, or bankruptcy services (without prior approval);
• Unfair, deceptive, or abusive business practices;
• Sales to OFAC-sanctioned countries, entities, or individuals;
• Any activity that violates Card Network Rules;
• Any activity that HL Hunt determines, in its sole discretion, poses unacceptable risk.

10.2 Restricted Activities

The following activities require prior written approval from HL Hunt and may be subject to additional terms, fees, or restrictions:

• Adult content, dating services, or age-restricted products;
• Cryptocurrency, digital assets, or blockchain-related services;
• CBD, hemp, or cannabis-related products (even where legal);
• Firearms, ammunition, or weapons (licensed dealers only);
• Gambling, gaming, lottery, or sweepstakes;
• Pharmaceutical sales or telemedicine;
• Nutraceuticals, supplements, or health products with claims;
• Travel, airlines, or hospitality with advance booking;
• Timeshare, vacation clubs, or membership programs;
• High-value goods (jewelry, precious metals, art);
• Business opportunities, coaching, or training programs;
• Subscription services with negative option billing;
• Any industry with historically elevated Chargeback rates.

10.3 Consequences of Prohibited Activity

• Immediate termination without notice;
• Forfeiture of all Funds, Reserves, and pending Payouts;
• Reporting to law enforcement and regulatory authorities;
• Placement on Card Network prohibited merchant lists (MATCH/TMF);
• Legal action to recover damages, fines, and costs.

11.1 Legal Compliance

Merchant shall comply with all applicable laws, rules, and regulations, including but not limited to:

• Federal and state consumer protection laws;
• Truth in Lending Act (TILA) and Regulation Z;
• Electronic Fund Transfer Act (EFTA) and Regulation E;
• Fair Credit Reporting Act (FCRA);
• Gramm-Leach-Bliley Act (GLBA);
• Bank Secrecy Act (BSA) and anti-money laundering (AML) laws;
• OFAC sanctions and export controls;
• State money transmission laws;
• Privacy laws (CCPA, GDPR if applicable);
• Telephone Consumer Protection Act (TCPA);
• CAN-SPAM Act;
• All applicable industry-specific regulations.

11.2 Card Network Rules

• Merchant shall comply with all Card Network Rules, as amended from time to time.
• Merchant acknowledges that Card Network Rules may be updated without notice.
• Card Network Rules are available from each Card Network's website.
• In the event of conflict between this Agreement and Card Network Rules, the more restrictive provision applies.

11.3 Licenses and Permits

• Merchant shall obtain and maintain all licenses, permits, and registrations required for its business.
• Merchant shall provide evidence of licensing upon request.
• Merchant shall notify HL Hunt of any license revocation, suspension, or expiration.

11.4 Cooperation with Investigations

• Merchant shall cooperate fully with any investigation by HL Hunt, Card Networks, regulators, or law enforcement.
• Merchant shall promptly provide requested documentation and information.
• Merchant shall not interfere with or obstruct any investigation.

12.1 PCI DSS Compliance

• Merchant shall comply with the Payment Card Industry Data Security Standard (PCI DSS) at the level appropriate to its Transaction volume.
• Merchant shall complete annual PCI DSS validation (SAQ or ROC as applicable).
• Merchant shall provide evidence of PCI DSS compliance upon request.
• Use of HL Hunt Pay does not exempt Merchant from its own PCI DSS obligations.

12.2 Data Security Requirements

Merchant shall:

• Implement and maintain appropriate security measures to protect Payment Credentials and Cardholder data;
• Not store CVV/CVC codes, PIN blocks, or full magnetic stripe data;
• Encrypt all stored Cardholder data using strong encryption;
• Use secure transmission protocols (TLS 1.2+) for all data in transit;
• Maintain firewalls, antivirus, and intrusion detection systems;
• Implement strong access controls and user authentication;
• Regularly test security systems and processes;
• Maintain an information security policy.

12.3 Security Breach

• Merchant shall notify HL Hunt immediately (within 24 hours) upon discovery of any actual or suspected security breach involving Payment Credentials or Cardholder data.
• Merchant shall take immediate steps to contain and remediate any breach.
• Merchant shall cooperate fully with forensic investigations.
• Merchant shall be responsible for all costs associated with a breach, including forensic investigation, customer notification, credit monitoring, fines, and damages.

12.4 Tokenization

HL Hunt provides tokenization services to reduce Merchant's PCI DSS scope. When using HL Hunt tokenization, actual Card numbers are replaced with tokens that have no exploitable value if compromised. Merchant is encouraged to use tokenization to minimize data security risk.

13.1 HL Hunt Privacy Policy

HL Hunt's collection, use, and disclosure of information is governed by the HL Hunt Privacy Policy, which is incorporated by reference. The Privacy Policy is available at www.hlhunt.org/privacy.

13.2 Merchant Data

• HL Hunt collects and processes Merchant and Transaction data to provide the Services.
• HL Hunt may use aggregated, anonymized data for analytics, product improvement, and industry benchmarking.
• HL Hunt may share data with Acquiring Banks, Card Networks, and service providers as necessary to provide the Services.
• HL Hunt may disclose data as required by law, regulation, or legal process.

13.3 Customer Data

• Merchant is responsible for its own privacy policies and compliance with privacy laws.
• Merchant shall obtain all necessary consents for processing Customer data.
• Merchant shall not provide HL Hunt with data beyond what is necessary for Transaction processing.

13.4 Data Portability

Upon termination, Merchant may request export of Transaction data. Data export requests must be made within sixty (60) days of termination. HL Hunt will provide data in a standard format within thirty (30) days of request.

14.1 HL Hunt Intellectual Property

• HL Hunt retains all right, title, and interest in the Services, APIs, Dashboard, documentation, and all related intellectual property.
• The HL Hunt name, logo, and product names are trademarks of HL Hunt.
• Merchant acquires no ownership interest in any HL Hunt intellectual property.

14.2 Merchant Content

• Merchant retains ownership of its own content, branding, and materials.
• Merchant grants HL Hunt a license to use Merchant's name and logo to identify Merchant as a customer and for marketing purposes.
• Merchant may opt out of marketing use by written notice.

14.3 Feedback

Any feedback, suggestions, or ideas provided by Merchant regarding the Services become the property of HL Hunt and may be used without compensation or attribution.

15.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party, including business plans, financial information, customer data, pricing, technical specifications, and trade secrets.

15.2 Obligations

• Each party shall maintain the confidentiality of the other's Confidential Information.
• Confidential Information shall only be used for purposes of this Agreement.
• Confidential Information shall not be disclosed to third parties without consent.
• Standard industry security measures shall be used to protect Confidential Information.

15.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

15.4 Duration

Confidentiality obligations survive termination of this Agreement for five (5) years, except for trade secrets which remain protected indefinitely.

16.1 Merchant Representations

Merchant represents and warrants that:

• Merchant is a validly existing business entity duly organized under applicable law;
• Merchant has full power and authority to enter into this Agreement;
• The person accepting this Agreement has authority to bind Merchant;
• All information provided to HL Hunt is true, accurate, and complete;
• Merchant's business is lawful and complies with all applicable laws;
• Merchant holds all licenses and permits required for its business;
• Merchant is not engaged in any Prohibited Activities;
• Merchant is not on any government sanctions list or watch list;
• Merchant has not previously been terminated by a payment processor for cause;
• Merchant will only submit Transactions for bona fide sales;
• Merchant will comply with all Card Network Rules;
• Merchant will maintain PCI DSS compliance;
• Merchant will not use the Services in any way that violates this Agreement.

16.2 Ongoing Representations

The foregoing representations and warranties are made as of the Effective Date and are deemed repeated each time Merchant submits a Transaction.

17.1 No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL HUNT DISCLAIMS ALL WARRANTIES, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY;
• IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;
• IMPLIED WARRANTIES OF NON-INFRINGEMENT;
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
• WARRANTIES THAT TRANSACTIONS WILL BE PROCESSED, AUTHORIZED, OR SETTLED;
• WARRANTIES REGARDING THIRD-PARTY SERVICES, CARD NETWORKS, OR BANKS;
• WARRANTIES THAT THE SERVICES WILL MEET MERCHANT'S REQUIREMENTS.

17.2 Third-Party Disclaimer

HL Hunt is not responsible for the actions, omissions, or failures of Card Networks, Issuers, Acquiring Banks, or other third parties involved in Transaction processing.

18.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL HUNT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING:

• LOST PROFITS, REVENUE, OR BUSINESS;
• LOST DATA OR INFORMATION;
• BUSINESS INTERRUPTION;
• LOSS OF GOODWILL OR REPUTATION;
• COST OF SUBSTITUTE SERVICES;
• DAMAGES ARISING FROM DECLINED TRANSACTIONS;
• DAMAGES ARISING FROM CHARGEBACKS OR DISPUTES;
• DAMAGES ARISING FROM THIRD-PARTY ACTIONS;

WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF HL HUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap on Liability

HL HUNT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF:

• The total fees actually paid by Merchant to HL Hunt during the six (6) months immediately preceding the claim; or
• Fifty Thousand Dollars ($50,000.00).

18.3 Exceptions

The limitations in this Section 18 do not apply to: (a) Merchant's indemnification obligations; (b) Merchant's liability for Chargebacks, fees, fines, or amounts owed; (c) breaches of confidentiality; (d) infringement of intellectual property; or (e) liability that cannot be limited by law.

18.4 Basis of the Bargain

The limitations in this Section 18 reflect the allocation of risk between the parties and are a fundamental element of the basis of the bargain. HL Hunt would not provide the Services without these limitations.

19.1 Merchant Indemnification

Merchant shall indemnify, defend, and hold harmless HL Hunt and its officers, directors, employees, agents, Acquiring Banks, and Card Networks from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Merchant's breach of this Agreement;
• Merchant's violation of any law, regulation, or Card Network Rule;
• Merchant's products, services, or business operations;
• Any Transaction processed through Merchant's Account;
• Any Chargeback, dispute, or Customer complaint;
• Any fraud or unauthorized activity on Merchant's Account;
• Any security breach or data compromise involving Merchant;
• Any claim by a Customer or third party related to Merchant;
• Any Card Network fine, penalty, or assessment related to Merchant;
• Any regulatory investigation or enforcement action related to Merchant;
• Merchant's negligence, willful misconduct, or misrepresentation.

19.2 Indemnification Procedure

• HL Hunt will promptly notify Merchant of any claim subject to indemnification.
• HL Hunt may, at its option, assume control of the defense.
• Merchant shall cooperate fully in the defense of any claim.
• Merchant shall not settle any claim without HL Hunt's prior written consent.

19.3 Survival

Merchant's indemnification obligations survive termination of this Agreement and apply to claims arising from events that occurred during the term.

20.1 Term

• This Agreement begins on the Effective Date and continues until terminated.
• Either party may terminate for convenience upon thirty (30) days' written notice.

20.2 Termination by HL Hunt

HL Hunt may suspend or terminate this Agreement immediately, without notice, if:

• Merchant breaches any material term of this Agreement;
• Merchant engages in Prohibited Activities;
• Merchant exceeds Chargeback thresholds;
• Merchant poses unacceptable financial or reputational risk;
• Merchant fails to maintain required compliance;
• Merchant provides false or misleading information;
• A Card Network, Acquiring Bank, or regulator requires termination;
• HL Hunt is required to terminate by law;
• Merchant becomes insolvent or enters bankruptcy;
• HL Hunt determines, in its sole discretion, that continued service is not appropriate.

20.3 Suspension

HL Hunt may suspend Merchant's Account, processing, or Payouts at any time pending investigation. Suspension may occur without notice in urgent circumstances. HL Hunt will endeavor to notify Merchant promptly and explain the reason for suspension when possible.

21.1 Upon Termination

• Merchant's right to use the Services immediately terminates.
• All outstanding fees, Chargebacks, and amounts owed become immediately due.
• HL Hunt may hold Reserves for up to 270 days after termination.
• HL Hunt may continue to process Chargebacks, refunds, and adjustments.
• Merchant must cease displaying HL Hunt branding and payment acceptance marks.

21.2 Final Settlement

• After the Reserve hold period, HL Hunt will release remaining Funds less any amounts owed.
• If amounts owed exceed available Funds, Merchant remains liable for the balance.
• HL Hunt may debit Merchant's bank account to recover amounts owed.

21.3 MATCH/TMF Listing

If Merchant's Account is terminated due to excessive Chargebacks, fraud, violation of Card Network Rules, or other cause, HL Hunt may report Merchant to the MATCH (Member Alert to Control High-Risk Merchants) or TMF (Terminated Merchant File) databases maintained by Card Networks. Listing may prevent Merchant from obtaining payment processing services from other providers.

21.4 Survival

The following provisions survive termination: Definitions, Fees and Billing, Reserves, Chargebacks, Prohibited Activities, Data Security, Confidentiality, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, Effects of Termination, Dispute Resolution, and General Provisions.

22.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to conflict of law principles.

22.2 Mandatory Arbitration

All disputes arising out of or relating to this Agreement shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Lexington, Kentucky, before a single arbitrator selected in accordance with AAA rules. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

22.3 Class Action Waiver

MERCHANT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. All claims must be brought individually. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding.

22.4 Jury Trial Waiver

MERCHANT WAIVES ANY RIGHT TO A JURY TRIAL in any action or proceeding arising out of or related to this Agreement.

22.5 Limitation on Claims

Any claim arising out of or related to this Agreement must be filed within one (1) year after the claim arose, or the claim shall be permanently barred.

22.6 Equitable Relief

Notwithstanding the above, HL Hunt may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or to prevent irreparable harm.

22.7 Prevailing Party

In any arbitration or legal proceeding, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

23.1 Entire Agreement

This Agreement, including all exhibits and incorporated policies, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

23.2 Amendments

HL Hunt may amend this Agreement at any time by posting the revised terms or notifying Merchant by email. Material changes will be communicated at least thirty (30) days in advance when practicable. Continued use of the Services after the effective date of any amendment constitutes acceptance.

23.3 Assignment

• Merchant may not assign this Agreement without HL Hunt's prior written consent.
• HL Hunt may freely assign this Agreement to any successor or affiliate.
• Any attempted assignment in violation of this section is void.

23.4 Severability

If any provision is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, or severed if modification is not possible. Remaining provisions continue in full force.

23.5 Waiver

No waiver of any term shall be deemed a continuing waiver or waiver of any other term. HL Hunt's failure to enforce any provision shall not constitute a waiver.

23.6 Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failures of Card Networks, banks, or telecommunications providers.

23.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship.

23.8 Notices

Notices to HL Hunt must be sent to the address in Section 24. Notices to Merchant will be sent to the email address on file or posted in the Dashboard. Electronic notices are effective upon transmission.

23.9 Third-Party Beneficiaries

Card Networks and Acquiring Banks are intended third-party beneficiaries of this Agreement with respect to Merchant's obligations regarding Card Network Rules and compliance.

23.10 Headings

Section headings are for convenience only and do not affect interpretation.

23.11 Electronic Signature

This Agreement may be accepted electronically. Electronic acceptance has the same legal effect as a handwritten signature.

A.1 Transaction Fees

A.2 Dispute and Chargeback Fees

A.3 Other Fees

A.4 Card Network Fees

In addition to the fees above, Transactions are subject to interchange fees and assessments charged by Card Networks. These fees vary by card type, merchant category, and transaction characteristics. Current Card Network fee schedules are available from Visa, Mastercard, American Express, and Discover websites.