Terms of Service

Jupi Co General Terms of Service Agreement

Jupi Co General Terms of Service Agreement

Last updated: August 31, 2023

These Terms of Services are a legal agreement (“Agreement”) between Jupi Co dba Jupi Co (”Jupi Co”, “we,” “our” or “us”) and the person or entity (“you,” “your”, or “user”) who registered on the Jupi Co Account page to receive and use, directly or indirectly, our payment processing services, website, any software, programs, documentation, tools, hardware, internet-based Services, components, and any updates (including software maintenance, Services information, help content, bug fixes or maintenance releases) (each, a “Services”). You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Jupi Co offers the Services through integrations with third-party websites ("Platforms"). The Platform through which you access the Services might have its own terms of Services and privacy policy that apply to you. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.jupico.com as well as policies, notices, and other content concerning the Services that appear on the Platform's website (collectively, the "Website").

SECTION A. General Terms

This Agreement provides a general description of the Services that Jupi Co may provide to you, including those that allow you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that business accepts these terms. By using any of the Services, you agree to this Agreement and any policies referenced within (“Policies”), including terms that limit our liability (see Section 18) and require individual arbitration for any potential legal dispute (see Section 20). You also agree to the payment processing services terms (“Section C”) in Section B, which become part of your agreement with us (collectively, the “Terms”). You should read all our terms carefully before using the Services.

1. Jupi Co Account Registration

You must open an account with us (a “Jupi Co Account”) to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Jupi Co Account, including for any actions taken by persons to whom you have granted access to the Jupi Co Account. We reserve the right to change the account type, suspend or terminate the Jupi Co Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

2. Revisions

We may amend the Agreement at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 21) that arose before the changes will be governed by the Agreement in place when the Dispute arose.

3. E-Sign Consent and Communications

a. Electronic Delivery By accepting this Agreement, you agree and consent to receive electronically all communications agreements, documents, notices and disclosures (collectively, "Communications") that we or the Platform provide in connection with your Jupi Co Account and your use of the Services. Communications include but are not limited to: (1) agreements and policies, such as this Agreement and our User Privacy Policy, including updates thereto; (2) payment authorizations and transaction receipts or confirmations, (3) account statements and history, (4) and all federal and state tax statements and documents (we may, but are not obligated to, send tax-related information electronically). We may also use electronic signatures and obtain them from you; (5) annual disclosures; (6) communication in relation to delinquent accounts (which may also be by phone, and may be made by Jupi Co or by anyone on its behalf, including a third-party collection agent); and (7) requests for Jupi Co Account’s secondary authentication, reminders, notifications regarding updates to your Jupi Co Account and its support.

We or the Platform will provide these Communications to you by emailing them to you at the primary email address listed in your Jupi Co Account registration, by texting them to you at the primary telephone number listed in your Jupi Co Account registration, by emailing or texting you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. We or the Platform may also provide certain Communications (such as federal and state tax statements) by U.S. mail to the street address listed in your Account registration. Communications are considered received by you within 24 hours of the time they are emailed to you, posted to the Website, or mailed to you. You further agree that your electronic signature has the same effect as your manual, physical signature.

Notices to Jupi Co must be sent via registered mail, postage prepaid, return receipt requested, to Jupi Co, 5830 Granite Pkwy #100-238 Plano, TX 75024, USA, Attn: Customer Support – Legal.

b. System Requirements. To access and retain the electronic Communications, you will need the following: (1) a computer or mobile device with Internet or mobile connectivity. (2) for desktop website-based Communications a modern web browser that includes 256-bit encryption, such as the current version of Chrome (www.google.com/chrome ), Internet Explorer (www.microsoft.com/edge ), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari); (3) for application-based Communications, a recent device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store; and the most recent versions of Apple Safari or Google Chrome on iOS or Google Chrome for Android OS; (4) access to the email address used to create the Jupi Co Account; and (5) sufficient storage space to save Communications and/or a printer to print them.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Jupi Co Account at a later date.

c. Requesting Paper Copies of Electronic Communications. You have the right to receive Communications in paper form. To request a paper copy of any Communication at no charge, please write to Jupi Co, 5830 Granite Pkwy #100-238 Plano, TX 75024, USA, Attn: Customer Support - Legal (“Jupi Co Address”) within 180 days of the date of the Disclosure, specifying in detail the Communication you would like to receive.

d. Updating Your Contact Information. It is your responsibility to keep your primary email and street address up to date. You understand and agree that if Jupi Co or the Platform sends you a Communication but you do not receive it because your primary email or street address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Jupi Co or the Platform will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Jupi Co or the Platform to your email address book so that you will be able to receive the Communications we send to you. If your email address becomes invalid such that electronic Communications sent to you by Jupi Co or the Platform are returned, then Jupi Co or the Platform may close your Jupi Co Account, and you will not be able to transact any activity using your Jupi Co Account until we receive a valid, functioning primary email address from you.

e. How to Withdraw Your Consent. You may withdraw your consent to receive electronic Communications at any time, by writing to the Jupi Co Address. However, withdrawal of your consent to receive electronic Communications may result in termination of your access to Services. Any withdrawal of your consent will be effective after a reasonable period of time for processing your request.

4. Your Relationship with Your Customers

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Jupi Co is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.

Jupi Co provides Services to you, but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

5. Service Requirements, Limitations and Restrictions

a. Compliance with Applicable Laws. You must use the Services in a lawful manner, and must obey all laws, rules, regulatory guidance, industry best practices and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

b. Restricted Businesses and Activities. You may not use the Services to enable any person (including you) to benefit from any activities Jupi Co has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

Please review the list of Restricted Businesses thoroughly before registering for and opening a Jupi Co Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business List at any time.

c. Other Restricted Activities: You may only use the Services for business purposes. You must not, and must not enable or allow any third party to: (i) use the Services for personal, family or household purposes; (ii) access or attempt to access non-public Jupi Co systems, programs, data, or services; (iii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iv) act as service bureau or pass-through agent for the Services with no added value to Customers; (v) transfer any rights granted to you under this Agreement; (vi work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vii) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (viii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.

d. Suspicion of Unauthorized or Illegal Use. If we reasonably suspect that your Jupi Co Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Jupi Co Account, and any of your Transactions with law enforcement.

6. Services and Jupi Co Account Support

We will provide you with support to resolve general issues relating to your Jupi Co Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Jupi Co’s support pages, API documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.

You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls.

7. Service Updates and Modifications

Jupi Co reserves the right to make changes to the Services at its discretion. These changes may include the addition or removal of features or the introduction of new usage conditions. In the event of significant adverse changes, deprecations, or removal of functionality that affects the Services you are currently utilizing, Jupi Co will inform you promptly.

8. Your Content

You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your Jupi Co Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse Jupi Co for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.

You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in this Agreement. You may modify or remove your Content via your Jupi Co Account or by terminating your Jupi Co Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or Services competitive with Jupi Co ’s or its partners’ products and Services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Jupi Co, its affiliates or its customers to harm or liability of any nature.

Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Jupi Co may also monitor such Content to detect and prevent fraudulent activity or violations of this Agreement. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

9. Intellectual Property Infringement

We respect the intellectual property rights of others and ask you to do the same. We have adopted an Intellectual Property Policy regarding third-party claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.

10. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Jupi Co Account or any other breach of security. Notwithstanding Sections 21, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Jupi Co Account subject to dispute) will be final and binding on all parties.

11. Privacy Policy

When you process information that identifies or is reasonably capable of identifying an individual to Jupi Co in connection with the Services (including information collected by Jupi Co on your behalf), you agree to comply with applicable laws regarding the collection, use, disclosure, protection, and retention of this information. You acknowledge that you have reviewed and consent to Jupi Co’s Privacy Policy, which explains how we collect, use and protect the personal information you provide to us.

12. Paid Services

Jupi Co may offer Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Services, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Jupi Co Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Services, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Services Fees”).

Paid Services Fees may be paid by debit card, credit card, or deducted from your transaction proceeds. If you link a debit or credit card to your account, you authorize us to collect Paid Services Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Services Fees by deduction from your transaction proceeds, the Balance (as defined in the Section C) in your Jupi Co Account or your linked bank account.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Services at any time from your Jupi Co Account settings. If you cancel a Subscription Services, you will continue to have access to that Subscription Services through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

13. Terms and Termination

a. Term and Termination. We may terminate this Agreement or suspend or terminate your Jupi Co Account or your access to any Services, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Services. We will take reasonable steps to notify you of termination or these other types of Services changes by email or at the next time you attempt to access your Jupi Co Account. You may also terminate the Agreement applicable to your Jupi Co Account by contacting [e-mail] any time. If you use the Services again or register for another Jupi Co Account, you are consenting to this Agreement.

b. Effects of Termination. If this Agreement or your Jupi Co Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Agreement will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Processing Terms, the following sections of this Agreement survive and remain in effect in accordance with their terms upon termination: 8 (Your Content), 9 (Intellectual Property Infringement), 13(b) (Effect of Termination), 15 (Ownership), 16 (Indemnity), 17 (Representations and Warranties), 18 (No Warranties), 19 (Limitation of Liability and Damages), 20 (Third Party Products), 21 (Disputes), 22 (Limitation on Time to Initiate a Dispute), 23 (Binding Individual Arbitration), 24 (Governing Law), 25 (Assignment), 26 (Third Party Services and Links to Other Web Sites), and 27 (Entire Agreement).

In addition, upon termination you understand and agree that (i) all licenses granted to you by Jupi Co under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

14. Your License

We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Services, as authorized in this Agreement. We may make software updates to the Services available to you, which you must install to continue using the Services. Any such software updates may be subject to additional terms made known to you at that time.

You may not: (i) claim or register ownership of Jupi Co IP on your behalf or on behalf of others; (ii) sublicense any rights in Jupi Co IP granted by us; (iii) import or export any Jupi Co IP to a person or country in violation of any country’s export control Laws; (iv) use Jupi Co IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

15. Ownership

We reserve all rights not expressly granted to you in this Agreement. We own all rights, title, interest, copyright and other Jupi Co IP (as defined below) in the Services and all copies of the Services. This Agreement do not grant you any rights to our trademarks or Services marks.

You own all your Jupi Co Account data, as described in section 8. You are solely responsible for the accuracy, quality, content, and legality (including compliance with all Applicable Law and Rules) of the Jupi Co Account Data. You represent, warrant and covenant that you have all rights necessary to upload your Content to the Services and to otherwise have such data used or shared, as applicable, by Jupi Co in relation to the Services. You will not upload or store any data or materials containing any such information in violation of this section and section 8.

You acknowledge and agree that, while providing the Services to you, both Jupi Co and you will collect, store, and use Customer Data. To the extent you use of the Customer Data outside the scope described in this Agreement or within Jupi Co’s Privacy Statement, you shall be solely responsible for putting in place any additional controls and governance in relation to such use.

For the purposes of this Agreement, “Jupi Co IP” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and Services mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit comments or ideas about the Services (“Ideas”) to [e-mail]. By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

16. Indemnity

You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Agreement; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; and (e) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

17. Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfill all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g) you will not use payment processing services for personal, family or household purposes, for peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (h) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

18. No Warranties

WE PROVIDE THE SERVICES AND JUPI CO IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY JUPI CO OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES –FROM JUPI CO, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM JUPI CO TO YOU.YOU AFFIRM THAT JUPI CO DOES NOT CONTROL THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT PROCESSING SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO MAKE, OR WILL COMPLETE, ANY TRANSACTION.JUPI CO DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT JUPI CO WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE JUPI CO ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

19. Limitations of Liability and Damages

Under no circumstances will Jupi Co be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or Jupi Co have been advised of the possibility of such damages. Jupi Co is not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Jupi Co Account, or data, or your failure to use or implement anti-fraud measures, security controls, or any other data security measure. Jupi Co further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by Jupi Co under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to Jupi Co during the three-month period immediately preceding the event that gave rise to your claim for damages. The limitation of liability in the preceding sentence will not apply to claims by you against Jupi Co for failure to settle any payment processing proceeds received by Jupi Co and owed to you in connection with the payment processing services; in the case of such a claim, you agree the Jupi Co’s liability is limited to the amount of payment processing proceeds that Jupi Co has received and owes to you, but failed to settle to you, in connection with the payment processing services.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

We provide the Services from facilities in the United States. We do not claim, and we cannot guarantee that Services we provide from the United States are or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.

20. Third Party Products

All third-party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for Services and support for its product. For Services, support, or warranty assistance, you should contact the manufacturer directly. JUPI CO MAKES NO REPRESENTATIONS OR 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.

21. Disputes

“Disputes” are defined as any claim, controversy, or dispute between you and Jupi Co, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Agreement or the Services, or any other aspect of our relationship.

22. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

23. Binding Arbitration

You and Jupi Co agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST JUPI CO. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to the Agreement (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to a transaction intended for a personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in Collin County, Texas, or another mutually agreeable location. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. Jupi Co will reimburse the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section for all claims totaling less than $5,000 unless the Arbitrator determines that your claims were frivolous. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our attorney’s fees, even if fees might otherwise be awarded, unless the Arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Jupi Co also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the County of Collin, Texas, or federal court for the Northern District of Texas.

24. Governing Law

This Agreement and any Dispute will be governed by Texas law and/or applicable federal law (including the Federal Arbitration Act), without regard to its choice of law or conflicts of law principles.

25. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

26. Third Party Services and Links to Other Websites

You may be offered Services, products and promotions provided by third parties and not by Jupi Co, including, but not limited to, third party developers who use Jupi Co’s Services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these Services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Jupi Co. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Jupi Co. Such third party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules, and policies.

27. Entire Agreement

This Agreement and any applicable Policies are a complete statement of the agreement between you and Jupi Co regarding the Services. In the event of a conflict between this Agreement and any other Jupi Co agreement or Policy, this Agreement will prevail and control the subject matter of such conflict. If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

SECTION B. Payment Processing Terms

Jupi Co works with third party processing parties, Networks and Acquirer(s) to provide you with access to the Services you may use to accept payments from your Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting (“Payment Processing Services”).

For purpose of this Agreement, an “Acquirer” means a financial institution that is authorized by Networks to enable the use of a payment method by accepting Charges from Customers on behalf of the respective Network and routing these Charges to the appropriate Network. “Charge” means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction.

At Jupi Co’s sole discretion, you may be offered Payment Processing Services provided by Stripe, Inc (“Stripe”). Payment Processing Services provided by Stripe are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”) and subject to certain fees and surcharges communicated to you during the enrollment process and as may be updated by Jupi Co from time to time. By enrolling in the Payment Processing Services provided by Stripe, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. Further, you agree to provide Jupi Co accurate and complete information about you and your business, and you authorize Jupi Co to share it and transaction information related to your use of the Payment Processing Services provided by Stripe pursuant to our Privacy Policy.

1. Our Role

Jupi Co is a payment facilitator that allows you to accept Cards from customers for the payment for goods and services. We are not a bank and do not offer banking services. Our Payment Processing Services allow you to accept payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) bearing the trademarks of American Express Travel Related Services Company, Inc. (“American Express”), DFS Services, LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”). You are not required to accept any card brand as a condition of receiving the Payment Processing Services. We may remove or add Cards that we accept at any time without prior notice.

In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks (each, a “Payment Method Provider”). A Payment Method Provider may terminate your ability to accept a Card at any time and for any reason, in which case you will no longer be able to accept that Card under this Agreement. Jupi Co may add, change or remove a Payment Provider at any time and for any reason without notice to you. Additionally, the Networks require that any person that signs up for a Jupi Co Account to use Payment Processing Services (a “Seller”) and processes more than Networks specified amounts of Cards sales enter into an agreement directly with Jupi Co’s acquiring banks. By accepting or using the Payment Processing Services to submit Charges, you agree to the terms and conditions of the applicable “Merchant Services Agreement, section C” effective as of the date you process such specified amounts or as otherwise required by Jupi Co’s acquiring banks. See Section C for more details. If you fail to agree to the Merchant Services Agreement, we may suspend or terminate your Jupi Co Account. Similarly, if the Networks considers you to be a high value customer, it may require that you maintain your agreement directly with American Express (and designate Jupi Co as your agent for American Express payments) or the Acquirer Bank. If that is the case, we will notify you of such requirements.

2. Your Authorization for Settlement of Proceeds and for Jupi Co to Recover Funds

In connection with the Payment Processing Services, you authorize us to act as your agent for the purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to settle the proceeds of each Card transaction that you authorize, less any applicable Fees (as defined in Section 4) (“Proceeds”). Your authorizations will remain in full force and effect until the later of closure or termination of your Jupi Co Account, or the disbursement of all funds held on your behalf. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback provisions (as defined in Section 17-20) or Reserve (as defined in Section 14) withheld or applied.

In addition, by using the Payment Processing Services, you authorize us to recover funds from you in accordance with these Payment Terms, the Agreement and any other agreement you have with us (“Recovery Authorizations.”). Recovery Authorizations include your authorization of Jupi Co to debit, charge, setoff against and otherwise recover funds from any connected Jupi Co Account, any Balance (as defined in these Payment Terms) any Reserve (as defined in these Payment Terms), any payment instrument, linked bank, depository and other account registered in your Jupi Co Account.

Further, in the event that any attempt to recover funds from you should fail, Recovery Authorizations include your grant to Jupi Co of new, original authorizations to recover all or less than all of the amount you owe us and/or belong to us. Recovery Authorizations include all authorizations to take the above steps without prior notice to you and irrespective of (i) whether we have made demand under these Payment Terms, the Agreement or any other agreement you have with us; and (ii) whether the obligation is contingent, matured or unmatured. Recovery Authorizations include all authorizations to take the above steps in complete compliance with the Network Rules (as defined in these Payment Terms) and the National Automated Clearing House Association -The Electronic Payments Association Operating Rules and Guidelines (“NACHA Rules”). You agree that your grant of Recovery Authorizations to us has the same legal effect as if you had signed a paper containing the same terms.

3. Our Fees

You agree to pay the applicable fees listed as described in your Dashboard (“Fees”) for use of the Payment Processing Services. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance (as defined in Section 14) in your Jupi Co Account. You also grant us Recovery Authorizations; which we may utilize to recover fees you owe us. Subject to the General Terms and these Payment Terms, we reserve the right to change the Fees upon reasonable advance notice. All Balances and all Fees, charges, and payments collected or paid through the Payment Processing Services are denominated in US dollars.

4. Processing Errors

We will attempt to fix processing errors we discover. If an error results in your receipt of fewer funds than you are entitled, we will credit your Jupi Co Account for the difference. You grant us Recovery Authorizations concerning processing errors. If an error results in your receipt of more funds than you are entitled, Jupi Co may recover the extra funds from you. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

Payment Account Setup

5. Jupi Co Account Registration for Payment Processing Services

You must open a Jupi Co Account to access any Proceeds. You confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate and that you are an authorized signatory for the business you represent. You must use your or your business’ true and accurate name when opening a Jupi Co Account. This name will appear on the credit or debit card statements of your customers for all payments you accept using the Payment Processing Services.

6. Underwriting and Identity Verification

Jupi Co will review the information you submit while signing up for the Payment Processing Services. You authorize Jupi Co to request identity verifying information about you, including a consumer report that contains your name and address. Jupi Co may periodically obtain additional reports to determine whether you continue to meet the requirements for a Jupi Co Account. You permit Jupi Co to share information about you and your application (including whether you are approved or declined), and your Jupi Co Account with your bank or other financial institution, or as otherwise specified in the User Privacy Notice. Jupi Co or its processor and/or acquiring bank may conclude that you will not be permitted to use the Payment Processing Services.

7. Requests for Additional Information and Inspection

Jupi Co may request additional information from you at any time. For example, Jupi Co may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, a business license, or other information. Jupi Co may also ask for permission to inspect your business location. If you refuse any of these requests, your Jupi Co Account may be suspended or terminated.

Use of Your Jupi Co Account for Payment Processing Services

8. Access to Proceeds

We will settle Proceeds to your verified bank account or other account approved by Jupi Co, subject to the payout schedule described in Section 10. If Jupi Co is not able to debit or credit the bank account you link to your Jupi Co Account, that bank account will be de-linked from your Jupi Co Account. If you do not have an ACH-enabled bank account linked to your Jupi Co Account, you may request a physical check for Proceeds. Check requests may be subject to a processing fee and an identity verification process. You must request a check or link an ACH-enabled bank account to your Jupi Co Account in order to receive your Proceeds.

9. Payout Schedule

Jupi Co will automatically initiate a payout of Proceeds to your valid, linked US bank account at the end of the business day before 5 p.m. PT (8 p.m. ET), except on Friday (which such payout of Friday Proceeds is initiated the following Sunday before 5 p.m. PT (8 p.m. ET)). If you adjust your business’s close of day to a custom time, Jupi Co will group Proceeds for the 24-hour period preceding your custom time and initiate a payout at the end of that business day. Jupi Co will initiate a payout of Proceeds received on non-business days before the next business day.

10. Availability of Proceeds

We may defer payout or restrict access to your Proceeds if we need to conduct an investigation or resolve any pending dispute related to your use of the Services. We also may defer payout or restrict access to your Proceeds as necessary to comply with applicable law or court order, or if requested by any governmental entity.

11. Jupi Co Account History

When a payment is made to your Jupi Co Account, we will update your Jupi Co Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your Jupi Co Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Jupi Co Account and your use of the Payment Processing Services, and (b) reconciling all transactional information that is associated with your Jupi Co Account. If you believe that there is an error or unauthorized transaction activity is associated with your Jupi Co Account, you must contact us immediately.

12. Reserve for Holding Funds

We may withhold funds by temporarily suspending or delaying payouts of Proceeds to you and/or designate an amount of funds that you must maintain in your Jupi Co Accounts or in a separate reserve account (a “Reserve”) to secure the performance of your obligations under any agreement between you and Jupi Co. We may require a Reserve for any reason related to your use of the Services. The Reserve will be in an amount as reasonably determined by us to cover potential losses to Jupi Co. The Reserve may be raised, reduced or removed at any time by Jupi Co, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Jupi Co’s favor, or otherwise as Jupi Co or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Jupi Co Accounts, including any funds (a) deposited by you, (b) due to you, 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 or any bank account linked to any of your Jupi Co Accounts, without prior notice to you, to collect amounts that you owe us. 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.

13. Jupi Co Account Balances

While you have funds in your Jupi Co Account (your “Balance”), your Balance will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any pooled account. We will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Payment Processing Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve.

14. Our Set-off Rights; Security Interest

You grant us a security interest in, as well as a right of setoff against, and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under these Payment Terms and any other agreement you have with us, all of your right, title, and interest in and to all of your accounts with us. You grant us Recovery Authorizations concerning funds you are obligated to repay us. You authorize us to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.

Your failure to fully pay amounts that you owe us on demand will be a breach of these terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including attorneys’ fees and expenses, collection agency fees, and any applicable interest.

15. Dormant Jupi Co Accounts

If you do not process payments through your Jupi Co Account for an extended period of time or have not linked a valid bank account, you may have a Balance that is deemed “unclaimed” or “abandoned” under your state’s law. If this occurs, Jupi Co will provide you with notice as required by applicable law and instructions for how to deposit your Balance. If funds still remain in your Jupi Co Account, Jupi Co will escheat such funds as required by applicable law or, as permitted, to Jupi Co.

Chargebacks

16. Your Liability for Chargebacks

There may be times when your customer may not be the authorized user of the Card or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back to your Jupi Co Accounts (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the General Terms or these Payment Terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.

17. Our Collection Rights for Chargebacks

For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. You grant us Recovery Authorizations concerning Chargebacks pursuant to which we may recover the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by a Network or our processor. If you have pending Chargebacks, we may delay payouts from your Jupi Co Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.

18. Excessive Chargebacks

If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your Jupi Co Account, including (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Payment Processing Services.

19. Contesting Chargebacks

You will assist us when requested, at your expense, to investigate any of your transactions processed through the Payment Processing Services. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. We may also use any Content you upload through the Services to respond to Chargebacks on your behalf. If the Chargeback is contested successfully, we will release corresponding reserved funds to your Jupi Co Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

Compliance with Network Rules and Laws

20. Restricted Use

You will not act as a payment facilitator or otherwise resell the Payment Processing Services to any third party. You will not use the Payment Processing Services to handle, process or transmit funds for any third party. You also may not use the Payment Processing Services to process cash advances.

21. Unauthorized or Illegal Use

You will only accept Cards for transactions that are allowed by applicable law. We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of these terms or any other agreement with Jupi Co, or that it exposes you, your customers, other Jupi Co Sellers, our processors or Jupi Co to harm. Harm includes fraud and other criminal acts. If we suspect that your Jupi Co Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Jupi Co Account, and any of your transactions with law enforcement and, as deemed necessary by Jupi Co, our payment processing and financial institution partners.

22. Assignment of Receivables

With the exception of your participation in a merchant cash advance or other similar merchant financing programs, or as otherwise required by applicable law, you will not assign Card receivables or proceeds due to you under these terms to any third party.

23. Applicable Network Rules

By using the Payment Processing Services, you agree to comply with all applicable bylaws, rules, and regulations set forth by the Networks (“Network Rules”). The Networks amend their rules and regulations from time to time. Jupi Co may be required to change these terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at: https://www.mastercard.com, and https://www.americanexpress.com/merchantopguide and https://visa.com. In the event of inconsistency between a Network Rule and these Payment Terms, and except as otherwise agreed between Jupi Co and the Network, the Network Rule shall apply. You also agree to be bound by any applicable NACHA Rules.

24. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Payment Processing Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Jupi Co specifically disclaims any liability for Taxes. If in a given calendar year you process (i) more than the applicable reporting threshold according to the Internal Revenue Service (“IRS”) and/or state and local governments in gross amount of payments and/or (ii) more than the applicable number of payments threshold according to the IRS and/or state and local governments, Jupi Co will be required by law to report information about you and your use of the Payment Processing Services to the IRS. For purposes of determining whether you have met the IRS and/or state and local government reporting threshold, the gross amount does not include any adjustments for credits, cash equivalents, discount amounts, fees, refunded amounts or any other amounts. Whether you reach the applicable gross amount in payments or more than the applicable number of payments, this will be determined by looking at the taxpayer identification number (“TIN”) associated with your Jupi Co Account.

25. Network Logos and Marks

Your use of Network logos and marks (“Network Marks”) is governed by the Network Rules; you must familiarize yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Network Marks. You will not contest the ownership of the Network Marks, and any Network may prohibit you from using its Network Marks for any reason and at any time. Jupi Co may require you to make modifications to your Website or other advertising and signage in order to comply with Network Rules related to the Network Marks.

26. PCI Compliance

If you store, process or transmit cardholder data, you will comply with the applicable Payment Card Industry Data Security Standards (PCI-DSS), as well as any requirements under the Network Rules. We may request your most recent PCI compliance certificate or report of compliance at any time. You will cooperate in forensic investigations as required by Jupi Co or its partners. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.com/sdp.

27. Failure to Comply with Network Rules or Security Standards

Notwithstanding Section 33 of these terms or Section 16 of the General Terms, you understand that your failure to comply with the Network Rules or the PCI-DSS security standards, including the compromise of any Card information, may result in fines or other losses to Jupi Co. You will indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions.

Your Additional Obligations

28. Receipts

You will request that your customer personally sign for all transactions greater than $25 when your customer is present. You must make a written receipt available to your customers for any transaction greater than $15. You may give your customers the option to receive or decline a written receipt.

29. Receipts for 501(c)(3) Organizations

If you operate a 501(c)(3) organization, you may offer Jupi Co electronic receipts to your donors as a convenience, by completing the required fields in the “Account” section of our website. You acknowledge that not all payments made to your organization may be eligible for classification as “tax deductible to the extent allowed by law,” and you assume full responsibility for the classification of your transactions. Jupi Co specifically disclaims any liability in this regard.

30. Customer Service

You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Jupi Co Account, payment, Card processing, debiting or crediting.

31. Refunds and Returns

By accepting Card transactions through the Payment Processing Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Jupi Co Account in accordance with these Payment Processing Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. You can process a refund through your Jupi Co Account up to one hundred and twenty (120) days from the day you accepted the payment. If you use Jupi Co Backoffice, you may not be able to process a partial refund. If your available Jupi Co Balance is insufficient to cover the refund, we may exercise any of our rights set forth in Section 2, including withdrawing up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your Jupi Co Account or any connected Jupi Co Account, including any Reserve, and crediting it back into your customer’s Card. The Fees are also refunded by Jupi Co, so the full purchase amount is always returned to your customer. Jupi Co has no obligation to accept any returns of any of your goods or services on your behalf.

32. Additional Indemnity

In addition to Section 15 of the General Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Payment Processing Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).

33. Additional Representations, Warranties, and Covenants

In addition to Section 17 of the General Terms, with each Card transaction you process through the Payment Processing Services, you represent, warrant and covenant to us that: (a) the Card transaction represents a bona fide sale; (b) the Card transaction accurately describes the goods and/or services provided to the customer; (c) you will fulfill all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) you and the Card transaction comply with all federal, state, and local laws, rules, and regulations applicable to you and your business, including any applicable tax, wage and hour, and tip laws and regulations; (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and (f) you are not submitting a transaction involving your own Cards (except for reasonable test swipes).

Termination of Payment Processing Services

34. Termination of Payment Processing Services

Jupi Co may Terminate your use of the Payment Processing Services at any time for any reason. Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination, Chargebacks, and any other amounts owed to us as provided in these Payment Terms or the Terms of Service. If your access to Payment Processing Services has been terminated, you may still be permitted to use Jupi Co’s other products, subject to our discretion.

35. Payment Processing Services Upon Closure of Your Jupi Co Account

Closure of your Jupi Co Account will cancel any pending transactions. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out according to your payout schedule, subject to the other conditions in these Payment Terms. If an investigation is pending at the time you close your Jupi Co Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds, we will release those funds to you.

36. Survival

The following sections will survive termination of these Payment Terms, in addition to those that survive under Section 13 of the General Terms: 4 (Processing Errors), 6 (Underwriting and Identity Verification), 8 (Access to Proceeds), 9 (Payout Schedule), 10 (Availability of Proceeds), 11 (Jupi Co Account History), 12 (Reserve for Holding Funds), 13 (Jupi Co Account Balances), 14 (Our Set-off Rights; Security Interest), 15 (Dormant Jupi Co Accounts), 16 (Your Liability for Chargebacks), 17 (Our Collection Rights for Chargebacks), 18 (Excessive Chargebacks), 19 (Contesting Chargebacks), 24 (Taxes), and 30 (Customer Service).

SECTION C. Merchant Services Agreement

This section is applicable to all Sellers utilizing the Payment Processing Services that are defined as “Commercial Entities” by Visa, Inc. and Mastercard International, Inc. (collectively, the “Card Brands”). As such entity, the seller signing or electronically agreeing to the terms hereof (“Sub-merchant”) is entering into this Agreement with KeyBank National Bank Association ("Acquirer"), having its principal office at 127 Public Square, Cleveland, OH 44114. To govern the authorization, conveyance and settlement of Transactions utilizing the Jupico Payment Processing Service. By entering into this Agreement Sub-merchant is fulfilling the Card Brand Rules requiring a direct contractual relationship between the Member and Sub-merchant, and Sub-merchant is agreeing to comply with Card Brand Rules as they pertain to payments Sub-merchant receives through the Jupico’s Payment Processing Service.

Acquirer will provide Sub-merchant with certain payment processing services (“Services”) in accordance with the terms of this Merchant Services Agreement. In consideration of Sub-merchant’s receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International Inc. ("MasterCard"), VISA U.S.A. Inc. ("VISA"), Discover (“Discover”), and certain similar entities (collectively, “Associations), Sub-merchant is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operating Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By executing this Agreement, Sub-merchant has fulfilled such requirement. However, Acquirer understands that Sub-merchant may have contracted with Provider to obtain certain processing services and that Provider may have agreed to be responsible to Sub-merchant for all or part of Sub-merchant’s obligations contained herein.

1. Certain Sub-merchant Responsibilities

Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchant’s agent (“Agents”) to comply, with the Association’s and other payment network’s by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively "Operating Regulations"). Sub-merchant may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: http://usa.visa.com/merchants/ and http://www.mastercard.com/us/merchant/ and http://www.discovernetwork.com/merchants/. Sub-merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regulations (“Laws”). Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury’s Office of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Sub-merchant’s software providers and/or equipment providers.

If appropriately indicated in Sub-merchant’s agreement with Provider, Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.

Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 –Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.

2. Sub-merchant Prohibitions

Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder’s account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Sub-merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, v) disburse funds in the form of cash (except as authorized by the Card Brand Rules), vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.

3. Settlement

Upon receipt of Sub-merchant’s sales data for card transactions, Acquirer will process Sub-merchant’s sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer will fund Sub-merchant, either directly to the Sub-merchant-Owned Designated Account or through Provider to an account designated by Provider (“Provider Designated Account”), at Acquirer’s discretion, for such card transactions. Sub-merchant agrees that the deposit of funds to the Provider Designated Account shall discharge Acquirer of its settlement obligation to Sub-merchant, and that any dispute regarding the receipt or amount of settlement shall be between Provider and Sub-merchant. Acquirer will debit the Provider Designated Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit Sub-merchant’s designated demand deposit account (“Sub-merchant-Owned Designated Account”) upon receipt of such account information from Sub-merchant or Provider, or if Acquirer deposits settlement funds into the Sub-merchant-Owned Designated Account. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or Provider.

4. Term and Termination

This Merchant Services Agreement shall be binding upon Sub-merchant’s execution. The term of this Merchant Services Agreement shall begin, and the terms of the Merchant Services Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Merchant Services Agreement by issuing a merchant identification number, and shall be coterminous with Provider’s agreement with Sub-merchant.

Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Merchant Services Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquire determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer’s agreement with Provider terminates, (vi) any Association deregisters Provider, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Associations.

5. Limits of Liability

Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Merchant Services Agreement which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.

EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS MERCHANT SERVICES AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Merchant Services Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Merchant Services Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Merchant Services Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Merchant Services Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Merchant Services Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Merchant Services Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Merchant Services Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Merchant Services Agreement will govern Acquirer’s relationship with Sub-merchant.

6. Miscellaneous

This Merchant Services Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Merchant Services Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Merchant Services Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Merchant Services Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this Merchant Services Agreement upon notice to Sub-merchant in accordance with Acquirer’s standard operating procedure. If any provision of this Merchant Services Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Merchant Services Agreement will be construed as if such provision is not contained in the Merchant Services Agreement. “Member Bank” as used in this Merchant Services Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Merchant Services Agreement. As of the commencement of this Merchant Services Agreement, Member Bank shall be KeyBank, an Ohio Banking Corporation, located in Cleveland, OH 44114. The Member Bank is a party to this Merchant Services Agreement. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time without notice to Sub-merchant.

Important Acquirer Bank Responsibilities:

a) Acquirer is the only entity approved to extend acceptance of Card Brand products directly to you.

b) Acquirer must be a principal (signer) to this Agreement.

c) Acquirer is responsible for educating you on pertinent Visa and Mastercard Rules with which you must comply.

d) Subject to this Agreement, Acquirer is responsible for and settlement funds to Jupico for distribution to Sub-Merchant or directly to Sub-Merchant

Important Sub-merchant Responsibilities:

(a) Ensure compliance with cardholder data security and storage requirements.

(b) Maintain fraud and chargebacks below Card Brand thresholds.

(c) Review and understand the terms of this Agreement.

(d) Comply with Card Brand rules.