PAYMENT SERVICE TERMS
Effective: October 1, 2026
These Payment Service Terms, together with your Merchant Application and Agreement (“MAA”), form the “Merchant Agreement” between you (“Merchant,” “you” or “your”) and ABC Fitness Solutions, LLC (“ABC,” “we,” “us,” or “our”). ABC and Merchant may also be referred to as a “party” or together as the “parties.”
If you are a merchant operating in Canada, then the Merchant Agreement will be between you and 3287646 Nova Scotia Company d/b/a ABC Global Services, our Canadian Affiliate for payment-related services, and any reference to “ABC” shall be changed to reflect “3287646 Nova Scotia Company” as the contracting entity.
The Merchant Agreement is hereby incorporated by reference into your Master Subscription Agreement (“MSA”). With respect to Payment Services (defined below), any terms in the Merchant Agreement that directly conflict with the terms of the MSA will be resolved in favor of and governed by the Merchant Agreement.
1. Overview
While a merchant’s ability to accept multiple forms of payment for its goods and services might seem straightforward, the mechanics of payment processing are complex and involve several different parties. ABC serves as a payment facilitator, or “payfac” in payments industry terminology, and has developed certain billing and payment functionalities that operate seamlessly within the ABC platform ecosystem.
To function properly, however, these billing and payment features must integrate with third-party tools, products, and services that enable payment processing. The other parties involved include a payment processor, an acquiring bank, the major credit card brands, an issuing bank, and, of course, the end consumers themselves.
This interconnected payment ecosystem means that, although you are entering into this Merchant Agreement with us, several other parties are involved in processing payments at your business location. None of these other parties are actual signatories to the Merchant Agreement, but depending on the circumstances, they may have certain rights under this contract to enforce its terms as third-party beneficiaries. To that end, ABC enters into this Merchant Agreement on behalf of, and as an agent for, Processor.
This interconnection also helps explain why several provisions of your Merchant Agreement with us have been “passed through” in a manner consistent with our obligations under separate contracts with third parties.
2. Definitions
Terms not defined below will have the meanings set forth elsewhere in the MSA:
“Account” means an account maintained and administered by us for you in trust for our clients, which account we use for the disbursement or remittance of funds and the collection of payments, fees, charges, and other amounts payable by or to you.
“ACH” means the Automated Clearing House network.
“Authorization” means the process of obtaining approval for an individual payment transaction from or through a Payment Brand, issuer, Bank, Processor, or other applicable payment network participant.
“Bank” means, if Payment Services are received in the United States, Fifth Third Bank, N.A., located in Cincinnati, Ohio; if Payment Services are received in Canada, Worldpay Canada Corporation, located in Toronto, Ontario; and/or any other financial institution that we or Processor may engage in the future.
“Beneficial Owner” means any natural person who, directly or indirectly, owns or controls 25% or more of a legal entity’s ownership interests or otherwise exercises substantial control over that entity, including any individual required to be identified as a beneficial owner under applicable law, Payment Brand Rules, or our underwriting and risk requirements.
“Beneficial Ownership” means direct or indirect ownership, control, or substantial control of a legal entity by one or more Beneficial Owners.
“Card” means any account, device, credential, or other evidence of an account issued to or authorized for use by a Cardholder under license from, or through arrangements with, a Payment Brand and accepted by you as payment for goods or services. Cards include credit cards, debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, credit accounts, and any other payment instrument, including any payment instrument with an embedded EMV chip.
“Card-Not-Present” or “CNP” means any mail order, telephone order, e-commerce, internet, recurring, keyed-entry, or other transaction that is not a Card-Present transaction.
“Card-Present” or “CP” means a transaction in which the Card or Card credential is physically presented and read, inserted, tapped, dipped, swiped, or otherwise captured through a terminal, register, reader, or other device.
“Card Processing” means the acceptance, submission, transmission, Authorization, clearing, or settlement of a Card transaction, whether the transaction is approved, declined, reversed, charged back, or otherwise processed.
“Cardholder” means a person authorized to use a Card. Payment Brand materials may refer to Cardholders as “Card Members,” and references to Cardholders include Card Members.
“Chargeback” means a Card transaction that is returned, reversed, debited, disputed, or charged back for any reason, including because the transaction: (a) does not comply with Payment Brand Rules, Bank rules, Processor requirements, or the Merchant Agreement; (b) is disputed by the Cardholder; (c) is reversed by a Payment Brand, Bank, issuer, Processor, or Cardholder’s financial institution; (d) was not authorized, was improperly authorized, or is alleged or suspected to have been unauthorized; or (e) is alleged to be unlawful, erroneous, fraudulent, or otherwise invalid.
“eCheck Processing” means the acceptance, submission, transmission, Authorization, clearing, settlement, return, reversal, notice of change, or other processing of an ACH or EFT transaction for goods or services, whether the transaction is approved, declined, returned, reversed, corrected, or otherwise processed.
“EFT” means an electronic funds transfer, including any transfer of funds initiated through an electronic terminal, telephone, computer, online banking system, magnetic tape, or other electronic method for the purpose of ordering, instructing, or authorizing a financial institution to debit or credit an account.
“EMV” means Europay, Mastercard, and Visa.
“NACHA” means the National Automated Clearing House Association, which administers the NACHA Operating Rules governing ACH transactions.
“Payment Brand” means any entity, network, or association that administers, promotes, issues, supports, or enables Cards or Card transactions, including Mastercard Worldwide, Visa U.S.A. Inc., DFS Services LLC, American Express Travel Related Services Company, and any applicable debit network. Mastercard, Visa, Discover, American Express, and any applicable debit networks may be referred to collectively as the “Payment Brands.”
“Payment Brand Rules” means the rules, regulations, standards, guidelines, operating procedures, releases, interpretations, manuals, and other requirements, whether contractual or otherwise, imposed, adopted, or published by the Payment Brands or any related standards body or network, including the PCI Security Standards Council, LLC, Interac, NACHA, any applicable debit network, and, with respect to EBT, the Quest Operating Rules. Payment Brand Rules include the Visa Core Rules and Visa Product and Service Rules, Mastercard Rules, Discover Network Rules, American Express Merchant Regulations, and any successor, supplemental, or replacement rules, in each case as amended from time to time.
“PCI DSS” means the Payment Card Industry Data Security Standard and any successor, supplemental, or replacement standards, as amended from time to time.
“Processor” means Worldpay, LLC, and its Affiliates having its principal office at 8500 Governors Hill Drive, Symmes Township, Ohio 45249-1384, and/or any other payment processor that ABC may engage in the future.
“Retrieval Request” means a request for information or documentation relating to a transaction, including a request made by or on behalf of a Cardholder, Payment Brand, Bank, issuer, Processor, or Cardholder’s financial institution.
“Sales Draft” means a paper or electronic record evidencing a transaction, whether electronically or manually imprinted, generated, captured, or stored.
3. Payment Services & Associated Fees
3.1 Payment Services. We will use commercially reasonable efforts to provide you with the payment services described in the MSA, subject to the terms and conditions of the Merchant Agreement (“Payment Services”). The Payment Services will be provided in accordance with our customary practices, as may be modified by us from time to time.
In exchange for the Payment Services, you agree to pay us the rates, fees, charges, and other amounts owed or described in the MSA, any Order Form, schedule, or other applicable attachment (collectively, “Fees”).
Subject to the Merchant Agreement, you may accept payments from your customers, clients, members, or other payors (each, a “Member,” and collectively, “Members”) for goods and services at your business location through validly issued Cards and, where approved by us, ACH or EFT transactions. We will provide Payment Services only for transactions processed on active, non-defaulted Membership Agreements that have been properly delivered to us through the ABC IGNITE platform, or as otherwise permitted by applicable law. For ACH transactions, ABC will process only the following ACH Standard Entry Class codes: TEL, WEB, PPD, and CCD, unless we approve additional codes in writing.
3.2 Exclusivity. During the term of the Merchant Agreement, we will be your exclusive provider of Payment Services, and you will not obtain or use services that are the same as or similar to the Payment Services from any other provider without our prior written approval. Notwithstanding the foregoing, you may use another provider for payment methods, geographies, channels, or services that we do not support, in each case only to the extent we approve such use in writing or otherwise make such exception available under our applicable policies.
3.3 Agency Relationship. With respect to the Payment Services, you authorize us to act as your limited agent solely for the purpose of holding, receiving, and disbursing funds on your behalf. This authorization enables us to, among other things: (a) establish and maintain one or more Accounts on your behalf with a Bank, Processor, or other financial institution or payment service provider that we designate; (b) receive payments due from Members under Membership Agreements or as otherwise authorized by Members; (c) receive sales, payment, and transaction data from you or through the ABC IGNITE platform and submit that data for processing; and (d) in connection with your Account, execute documents and take actions on your behalf that we reasonably determine are necessary or appropriate to provide the Payment Services. This authorization will continue until all of your Accounts are closed and all obligations relating to the Payment Services have been satisfied. You agree that our receipt of transaction proceeds on your behalf satisfies the applicable Members’ payment obligations to you.
3.4 Fees for Payment Services. You agree to pay all Fees for the Payment Services as set forth in the MSA, any Order Form, schedule, or other applicable attachment. We may automatically pass through increases in third-party fees, costs, assessments, dues, interchange fees, network fees, Processor fees, Bank fees, Payment Brand fees, governmental charges, and other third-party amounts relating to the Payment Services, including any such amounts imposed or increased by a Payment Brand, Processor, Bank, network, governmental authority, or other third party. We may also change Fees controlled by us from time to time, including due to changes in your average monthly transaction volume, your late-fee or service-fee policies, your risk profile, Payment Brand Rules, Processor or Bank requirements, or our costs of providing the Payment Services. You may dispute an increase in Fees controlled by us by providing us written notice of your objection within 60 days after your receipt of the first monthly report reflecting the Fee increase. If you timely object, we will attempt to negotiate a mutually agreeable resolution. If the parties do not reach a resolution, either party may terminate the MSA for cause upon 30 days’ written notice. For clarity, the foregoing objection and termination process does not limit our ability to pass through third-party amounts described above or increase Fees to account for such third-party amounts. To the extent your Order Form or similar agreement, including any schedule or attachment, provides for the assessment or collection of late fees, service fees, or similar amounts from Members, or otherwise contemplates ABC collecting and retaining such amounts from Members under their End User Agreements on your behalf, you grant ABC the right to collect and retain all such amounts unless the applicable Order Form or similar agreement expressly provides otherwise.
3.5 Government & Regulatory Actions. We may implement without advance notice any increase in Fees, costs, charges, assessments, or other amounts relating to the Payment Services that results from any governmental, regulatory, Payment Brand, Processor, Bank, or similar action, requirement, fine, charge, fee, cost, change in law or regulation, or escheatment of funds. Where commercially practicable, we will provide notice of any such increase as soon as reasonably practicable after implementation.
3.6 Third-Party/Payment Brand Fines. You are responsible for, and will pay, reimburse, and indemnify us for, any fines, penalties, assessments, fees, costs, losses, liabilities, or other amounts imposed by, assessed by, or incurred in connection with any Payment Brand, Bank, Processor, network, governmental authority, or other third party arising out of or relating to your business and your acts or omissions, including any violation of the Payment Brand Rules, Bank rules, Processor requirements, applicable law, or the Merchant Agreement. All such amounts are immediately due and payable, and ABC may debit, deduct, withhold, offset, recoup, or reserve for them from any funds or accounts available under the Merchant Agreement or MSA.
4. Eligibility, Underwriting & Your Merchant Account
4.1 Eligibility. To receive Payment Services, you must be eligible for an Account and satisfy our underwriting, risk, compliance, Processor, Bank, and Payment Brand requirements. Without limiting the foregoing, you represent and warrant that: (a) your business is located in and operates in the United States or Canada; (b) you are duly organized, validly existing, and authorized and licensed to conduct business in each jurisdiction where you operate; (c) each principal, Beneficial Owner, control person, and other individual required to be identified in connection with underwriting is a citizen, permanent legal resident, or other legally authorized resident of the United States or Canada, unless we approve otherwise in writing; (d) your Account is linked to a depository account maintained by you with a U.S. or Canadian bank or other financial institution approved by us, Processor, or Bank, as applicable; (e) neither you nor any principal, Beneficial Owner, control person, or other applicable representative has been placed on the Mastercard MATCH system, the Combined Terminated Merchant File, or any similar terminated merchant, sanctions, watchlist, or risk-monitoring list, unless we approve otherwise in writing; and (f) the individual opening an Account on your behalf is at least eighteen (18) years old, or the age of majority in the applicable jurisdiction if higher, and has authority to bind you to the Merchant Agreement.
4.2 Merchant Application; Changes in Information. All business locations and new Accounts must be submitted to us for review and approval. To apply for Payment Services, you must complete and submit a Merchant Application and Agreement, together with any required supporting information or documentation (the “MAA”). If we approve your MAA, including by activating your Account, the MAA will automatically become a fully formed Merchant Agreement, inclusive of these Payment Service Terms and part of your MSA, without further signature or action. We may deny, suspend, or condition Payment Services to any merchant based on underwriting, risk, compliance, legal, Processor, Bank, or Payment Brand considerations. You must promptly notify us of any change to information provided to us or included in your MAA, including changes in financial condition, locations, business lines, ownership, Beneficial Owners, control persons, management, legal or trade names, organizational form, goods or services, or sales channels. We may periodically require you to confirm or update your information, and you agree to cooperate and timely provide any requested information.
4.3 Underwriting Authorization. By submitting an MAA or using Payment Services, you authorize us and our designated agents and service providers to investigate, verify, and monitor your identity, creditworthiness, finances, business operations, ownership, management, compliance status, transaction activity, and risk profile. You authorize us to obtain consumer and commercial credit reports, background checks, identity-verification reports, sanctions and watchlist screening results, and other due diligence information regarding you and any signer, principal, Beneficial Owner, control person, owner, officer, director, manager, or other representative associated with you. You agree to provide any information or documentation we request for underwriting, customer identification, customer due diligence, enhanced due diligence, risk, compliance, or Payment Services purposes, including information relating to your identity, ownership, control, business activities, source of funds, and eligibility. If you fail to provide requested information, or if we cannot verify such information to our satisfaction, we may deny, suspend, condition, or terminate the Payment Services, and such failure or inability will constitute a material breach of the Merchant Agreement. We may share information collected in connection with underwriting, onboarding, monitoring, or the Payment Services with our Affiliates, Processor, Bank, Payment Brands, credit reporting agencies, identity-verification providers, compliance vendors, service providers, governmental authorities, and other third parties as reasonably required or permitted.
4.4 Inspection & Audit Rights. You grant us a continuing right to inspect your business locations and conduct reasonable audits to confirm compliance with the Merchant Agreement, Payment Brand Rules, Processor requirements, Bank rules, and applicable law. We will use commercially reasonable efforts to schedule inspections or audits during normal business hours and minimize disruption, unless advance notice would compromise the purpose of the inspection or audit. We may review and copy books, accounts, records, systems, policies, and transaction-related information reasonably relevant to the Payment Services, sales transactions, Chargebacks, returns, refunds, compliance obligations, or any investigation.
4.5 Account Set-Up & Authorizations. Once you clear underwriting, we will use commercially reasonable efforts to set up and administer one or more Accounts held in trust for our clients so that you can receive Payment Services. Your Account must be linked to a separate depository account maintained by you with a U.S. or Canadian bank or other financial institution approved by us, Processor, or Bank, as applicable. For clarity, we control and administer the Account on your behalf for purposes of providing Payment Services, and you control your depository account, subject to our rights under the Merchant Agreement.
You authorize us, Processor, Bank, and our respective agents and service providers to access, debit, credit, hold, withhold, offset, transmit, collect, disburse, or otherwise use your Account, Reserve Account, Reserve, depository account, and any other source of funds tied to your Account or Payment Services on your behalf to: (a) process, settle, reconcile, adjust, correct, or reverse transactions; (b) collect Fees and other amounts owed to us, our Affiliates, Processor, Bank, Payment Brands, or other applicable third parties; (c) satisfy Chargebacks, returns, refunds, ACH returns, credits, fines, fees, penalties, assessments, negative balances, reserves, legal process, and other liabilities or obligations; (d) transmit royalties, fees, charges, or other amounts to franchisors, vendors, suppliers, or other third parties as authorized under the MSA, an Order Form, franchise agreement, vendor arrangement, supplier arrangement, or other applicable agreement; (e) share information as reasonably required or permitted to provide Payment Services, comply with law, satisfy third-party requirements, or enforce the Merchant Agreement; and (f) take any other action described or permitted by the MSA, the Merchant Agreement, applicable law, Payment Brand Rules, Processor requirements, or Bank rules.
Any dispute regarding amounts collected or transmitted to a franchisor or other third party must be resolved solely between you and that third party. We are not required to act on your instructions alone to change, suspend, or alter such amounts unless authorized by the applicable third party or required by law. The authorizations in this Section remain effective until the later of expiration or termination of the MSA and full satisfaction of all obligations relating to the Payment Services, as we may reasonably determine.
4.6 Sufficiency of Funds. You must maintain sufficient funds in your Account, Reserve Account, depository account, and other applicable funding sources to satisfy all obligations under the Merchant Agreement, including Fees, Chargebacks, refunds, ACH returns, reversals, credits, fines, penalties, assessments, negative balances, reserves, and other amounts owed.
4.7 Records. You must retain paper or electronic copies of Sales Drafts, credit vouchers, debit card sales records, refund records, ACH/EFT authorizations, and other transaction-related records for at least three (3) years after the applicable transaction is submitted, or longer if required by applicable law, Payment Brand Rules, Processor requirements, or Bank rules. For mail order, telephone order, online, recurring, preauthorized, or other Card-Not-Present transactions, you must retain evidence of the Cardholder’s or Member’s authorization. We may produce records and data about you, your business, your Account, or the Payment Services in our possession or control in response to a subpoena, court order, regulatory request, governmental inquiry, Payment Brand request, Processor request, Bank request, or other valid legal or compliance request.
4.8 Account Dormancy. If we reasonably believe that your business location is no longer operating, you have not accessed your Account for twelve (12) months or more, or there has been no payment activity on your Account for twelve (12) months or more, we may close the Account, with or without prior notice, subject to applicable law. If the Account has an available credit balance, we will use commercially reasonable efforts to contact you using the contact information in our records. If you do not respond within the time period specified in the notice, or if required or permitted by applicable law, we may close the Account and escheat or remit any remaining funds in accordance with applicable unclaimed property, escheatment, or similar laws.
5. Processing of Payments
5.1 General Processing Requirements & Prohibitions. You will submit transactions for processing only in accordance with the Merchant Agreement, Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, and applicable law. Each transaction must be bona fide, accurate, lawful, authorized by the applicable Member or Cardholder, and arise from your sale of goods or services in the ordinary course of your approved business. You must not, directly or indirectly through any employee, agent, representative, service provider, or third party: (a) submit any illegal, fraudulent, unauthorized, fictitious, deceptive, harmful, or improperly authorized transaction; (b) use Cardholder, Member, account, or payment information for any purpose other than completing an authorized transaction or as otherwise permitted by the Merchant Agreement, Payment Brand Rules, NACHA rules, and applicable law; (c) submit any transaction that represents collection of a dishonored check, refinancing or collection of uncollectible debt, payment for a previous Card charge, or any transaction previously charged back and returned to you; (d) require a Cardholder or Member to waive dispute rights as a condition of sale; (e) impose taxes, surcharges, service fees, convenience fees, minimum purchase requirements, or similar amounts except as permitted by applicable law, the Merchant Agreement, and Payment Brand Rules; (f) disburse or facilitate cash, travelers checks, cash equivalents, prepaid card cash redemptions, or similar instruments except as expressly permitted by Payment Brand Rules and applicable law; (g) submit any transaction that may damage the goodwill of, or reflect negatively on, any Payment Brand, Processor, Bank, or ABC; or (h) take any action prohibited by the Merchant Agreement, Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, or applicable law.
5.2 Honoring Cards; Approved Locations. You will accept all valid Cards properly presented for bona fide transactions arising from your approved business without discrimination and in accordance with Payment Brand Rules and applicable law. Any minimum purchase amount, surcharge, service fee, convenience fee, discount, or other condition of acceptance must comply with applicable law and Payment Brand Rules. You may honor Cards only at business locations and through sales channels approved by us. Additional locations, business lines, or sales channels require our prior written approval, and all approved locations and channels are bound by the Merchant Agreement. For Card-Present transactions, you must follow all Card acceptance, Card inspection, authentication, signature, identification, terminal, and security procedures required by the Merchant Agreement, Payment Brand Rules, Processor requirements, Bank rules, and applicable law. If you are instructed or permitted to retain or recover a Card under applicable Payment Brand Rules or by us, Processor, Bank, a Payment Brand, issuer, or authorization center, you may do so only if it can be accomplished lawfully and without breach of the peace or risk of injury to persons or property. You will indemnify and hold us, Processor, and Bank harmless from any claim arising from your retention, recovery, or attempted retention or recovery of a Card.
5.3 Authorization; Recurring & eCheck Transactions. You must obtain Authorization before completing any Card transaction and must follow all Authorization, data capture, transmission, imprint, receipt, and Sales Draft requirements under the Merchant Agreement, Payment Brand Rules, Processor requirements, Bank rules, and applicable law. You may use only authentic approval numbers and must not submit fictitious, generic, expired, split, fraudulent, or unauthorized transactions.
If Authorization is denied, you must not complete the transaction and must follow any instructions provided by us, Processor, Bank, the Card issuer, or the applicable Payment Brand. You acknowledge that Authorization confirms only that the Cardholder’s account has sufficient available credit or funds at the time of Authorization. Authorization is not a guarantee of payment, does not validate a fraudulent, unauthorized, improper, or expired-card transaction, and does not waive any provision of the Merchant Agreement.
All Card-Not-Present transactions are at your own risk. By submitting a Card-Not-Present transaction, you represent and warrant that the Cardholder authorized the transaction.
For recurring transactions, whether Card Processing, eCheck Processing, EFT, or other automated billing transactions, you must provide clear and conspicuous disclosures to Members and obtain and retain valid written, electronic, or otherwise legally sufficient Authorization from the Cardholder or Member before initiating the transaction. Each Authorization must specify the amount, or method for determining the amount, frequency, and duration of the recurring charges, and must comply with applicable law, including CFPB Regulation E and the Electronic Signatures in Global and National Commerce Act (“E-SIGN”), to the extent consents are captured electronically, as well as Payment Brand Rules, NACHA rules, Processor requirements, and Bank rules.
For eCheck Processing and other EFT transactions, you must obtain and retain valid Authorization from each person or entity whose bank account is debited or credited, and each such transaction must be authentic, accurate, authorized, and compliant with NACHA rules, Regulation E, E-SIGN, and applicable law. You may not use any third party other than ABC or an ABC-approved provider to assist with the origination of eCheck Processing or other EFT transactions.
5.4 Transaction Transmission & Records. If you use electronic Authorization or data capture services, you must transmit transaction data in the form, manner, and timeframe required by us, Processor, Bank, Payment Brand Rules, NACHA rules, and applicable law. If you use your own terminal, software, equipment, or other device, it must meet all requirements established by us, Processor, Bank, Payment Brand Rules, and applicable law. You must provide any Sales Draft, credit voucher, Authorization, receipt, refund record, or other transaction evidence within three (3) business days after our request, or sooner if required by Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, or applicable law.
5.5 Refunds & Returns. You are responsible for processing returns, refunds, cancellations, adjustments, credits, and related Member requests in accordance with your Membership Agreements, the MSA, the Merchant Agreement, Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, and applicable law. You must maintain and disclose a fair return, cancellation, and adjustment policy at the time of purchase. You must not provide cash refunds for Card transactions unless required by law, accept cash or other value in exchange for preparing a Card refund, or submit a refund that exceeds the original transaction amount. Your refund and cancellation policies must be applied consistently across payment methods, except to the extent otherwise permitted by applicable law or Payment Brand Rules.
5.6 Customer Service; Member Complaints. You must respond promptly to inquiries, complaints, claims, and disputes from Members and Cardholders relating to your goods, services, transactions, Membership Agreements, cancellations, freezes, refunds, and payment obligations. For each complaint, claim, or defense asserted by a Member or Cardholder, you must maintain records sufficient to identify the Member or Cardholder, the transaction, the date and approximate time of the complaint, the nature of the complaint, and the action taken to resolve it. You must provide this information to us within ten (10) days after our request. We may charge reasonable fees and seek reimbursement for excessive Cardholder or Member inquiries, Retrieval Requests, refunds, Chargebacks, complaints, or related support activity, in addition to any applicable Payment Brand, Processor, Bank, or third-party fees.
5.7 Membership Agreements. You are solely responsible for the contents, legality, enforceability, administration, cancellation, freezing, modification, and retention of your contracts with Members and prospective Members, including membership agreements, payment authorizations, amendments, freezes, cancellations, and related records (collectively, “Membership Agreements”). You must ensure that your Membership Agreements and related practices comply with applicable federal, state, provincial, territorial, and local laws, including any health spa, automatic renewal, consumer protection, electronic signature, payment authorization, cancellation, and similar laws.
If we provide forms, templates, suggested language, workflows, or other materials relating to Membership Agreements or Member authorizations, we do so solely as a convenience, “as is,” without representation or warranty. You are deemed the author and user of any such materials you choose to use, and we and our Affiliates will not be liable to you, any Member, or any third party for any damages, losses, claims, or disputes arising from or relating to your Membership Agreements or related practices.
You must maintain a physical or digital copy of all Membership Agreements and related authorizations and must promptly notify us or update our systems if you cancel, freeze, modify, or otherwise alter any Membership Agreement. If we determine that a past-due account is uncollectible, you are responsible for further collection, and we will have no further responsibility for that Membership Agreement. If a Member contacts us directly and we determine, in our reasonable judgment, that cancellation or other action is appropriate to resolve the Member’s complaint, you authorize us to take such action. If we cancel a Membership Agreement under this paragraph, we will pay you any remaining balance that the Member would have owed through the end of the then-current term, unless the cancellation results from your breach, noncompliance, error, fraud, or failure to maintain legally compliant Membership Agreements or authorizations.
5.8 Chargebacks. You are immediately liable to us for the full amount of each Chargeback, together with all related fees, fines, penalties, assessments, costs, expenses, and losses, regardless of the reason for or timing of the Chargeback. You authorize us, without prior notice, to debit, offset, withhold, or collect Chargebacks and related amounts from your Account, Reserve Account, Reserve, daily settlement amounts, depository account, or any other source of funds available to us. If we are unable to recover the full amount, you must pay the remaining amount immediately upon demand.
You must assist us, at your expense, with investigating, mediating, responding to, or contesting Chargebacks, Retrieval Requests, and transaction disputes. You must timely provide all information and records we request, and failure to respond in accordance with the Merchant Agreement or Payment Brand Rules constitutes a waiver of your right to question, contest, or reverse the Chargeback. We may share records and information with Cardholders, Members, issuers, Payment Brands, Processor, Bank, and other relevant parties to investigate or resolve Chargebacks and disputes, but we have no obligation or liability for assisting you in contesting Chargebacks.
If we, Processor, Bank, or any Payment Brand determine that you have excessive Chargebacks, we may impose or modify reserves, increase Fees, delay settlement or remittance, restrict or suspend Payment Services, terminate the Merchant Agreement, or take any other action permitted by the Merchant Agreement, Payment Brand Rules, Processor requirements, Bank rules, or applicable law. You will immediately pay, reimburse, and indemnify us for any fines, penalties, assessments, fees, costs, expenses, or losses arising from or relating to Chargebacks or excessive Chargebacks. All such amounts are immediately due and payable, and ABC may debit, deduct, withhold, offset, recoup, or reserve for them from any funds or accounts available under the Merchant Agreement or MSA. Your obligations under this Section survive termination of the Merchant Agreement.
5.9 Processing Limits. We may establish, increase, decrease, or otherwise modify maximum dollar amounts per transaction, aggregate processing limits, velocity limits, volume limits, ticket limits, exposure limits, or other processing restrictions at any time based on underwriting, risk, compliance, operational, Processor, Bank, Payment Brand, or legal considerations. If you submit transactions that exceed any applicable limit, we may approve, decline, return, suspend, delay, condition, or process the transactions and may place all or a portion of the proceeds in a Reserve Account or otherwise exercise our rights under the Merchant Agreement.
5.10 Direct Sub-Merchant Relationship With Processor. Certain Payment Brands may also require that you enter into a direct contractual relationship with the Processor (a) if you are categorized within certain MCC codes designated by the Payment Brands; (b) if your Card transaction volume exceeds $1,000,000 (or such other amount as specified by the Payment Brand); or (c) based on other criteria as provided in the Payment Brand Rules. Where a direct contractual relationship with the Processor is required, by agreeing to the Merchant Agreement, you also agree to the terms and conditions of the Merchant Services Agreement for Sub-Merchants, effective as of the date your transaction volume exceeds the applicable threshold amount. Processor shall have a right to independently enforce the Merchant Services Agreement for Sub-Merchants, a copy of which is available here.
6. Acceptance & Settlement
6.1 Acceptance & Settlement. We will accept valid transactions submitted by you in accordance with the Merchant Agreement and present them to the appropriate Payment Brand, Processor, Bank, network, or other applicable payment system for authorization, clearing, collection, and settlement. We may provisionally credit collected amounts to your Account and may adjust, offset, withhold, debit, reverse, or recoup amounts to reflect Chargebacks, ACH returns, reversals, refunds, returns, credits, Fees, penalties, fines, assessments, negative balances, reserve funding, late or rejected submissions, amounts for which final payment is not received, authorized franchise-related fees or charges, and any other amounts owed or authorized under the Merchant Agreement, MSA, Payment Brand Rules, Processor requirements, Bank rules, NACHA rules, or applicable law. Settlement will be made in United States dollars for clients in the United States and Canadian dollars for clients in Canada, unless otherwise agreed or required by applicable rules or law. If a Member submits payment to us through the Payment Services, the Member’s payment obligation to you with respect to that payment is extinguished upon our receipt of the payment, and you may not seek payment from the Member for that amount even if we do not ultimately remit the funds to you.
6.2 Statement Review. You must regularly and promptly review all Account statements, settlement reports, bank statements, transaction reports, notices, and other communications made available or sent to you. You must notify us in writing immediately of any discrepancy, error, omission, unauthorized transfer, unauthorized transaction, or other suspected issue relating to your Account, depository account, settlement, transactions, or Payment Services. If you fail to notify us in writing within fourteen (14) calendar days after we make the applicable statement, report, or communication available to you, you will be solely responsible for all losses, costs, expenses, and liabilities associated with the discrepancy, error, omission, unauthorized transfer, unauthorized transaction, or other issue, except to the extent caused by our gross negligence or willful misconduct. The foregoing does not limit your liability for any breach of the Merchant Agreement.
6.3 Endorsement. Your submission or presentment of a Sales Draft or other transaction record for collection and payment constitutes your sale, assignment, transfer, and endorsement to us of all of your right, title, and interest in that Sales Draft or transaction record, provided it was completed in conformity with the Merchant Agreement, Payment Brand Rules, Processor requirements, Bank rules, and applicable acceptance procedures. You authorize us to supply or effectuate any endorsement, assignment, transfer, or related documentation on your behalf. You agree that the Merchant Agreement is a contract of financial accommodation within the meaning of Section 365 of the U.S. Bankruptcy Code, as amended from time to time. You acknowledge that your obligation to pay all amounts owed under the Merchant Agreement and our obligation to deposit or remit funds to your Account arise out of the same transaction or integrated series of transactions.
6.4 Advances. While we do not generally send funds in advance of the regularly scheduled remit date, we will consider your request for an advance on a case-by-case basis, which we may accept or deny in our sole discretion. Any advance request that we accept may be subject to additional fees or charges, which shall be set forth in your Order Form.
7. Compliance & Security
7.1 Compliance with Laws and Payment Rules. You are and will remain in compliance with all applicable laws, statutes, rules, and regulations relating to your business, the Payment Services, your transactions, your Membership Agreements, and your obligations under the Merchant Agreement, including, as applicable, the Bank Secrecy Act, the Electronic Funds Transfer Act, Regulation E, anti-money laundering laws, sanctions laws and regulations administered by the Office of Foreign Assets Control, anti-corruption laws, the Foreign Corrupt Practices Act, the Corporate Transparency Act, consumer protection laws, unfair, deceptive, or abusive acts or practices laws and standards, artificial intelligence laws, privacy and data security laws, health spa laws, automatic renewal laws, cancellation laws, and electronic signature laws. You must maintain clear and conspicuous refund, return, cancellation, and payment authorization policies and disclosures that are easily accessible to consumers and comply with applicable law, the Merchant Agreement, Payment Brand Rules, NACHA rules, Processor requirements, and Bank rules. You must promptly notify us of any regulatory inquiry, investigation, enforcement action, actual or suspected violation of applicable law, consumer dispute, unauthorized transaction claim, Regulation E error-resolution request, or event that could reasonably affect your eligibility to receive Payment Services or comply with the Merchant Agreement. You must cooperate with us, Processor, Bank, and our respective partners and service providers in connection with any consumer dispute, unauthorized transaction claim, error-resolution request, investigation, inquiry, or enforcement matter, including by timely providing all requested documentation, authorizations, disclosures, transaction records, and other supporting information.
7.2 Payment Brand Rules; Third-Party Beneficiaries. You are and will remain in compliance with all Payment Brand Rules, Processor requirements, Bank rules, NACHA rules, Security Guidelines, and other third-party requirements applicable to the Payment Services. The Payment Brand Rules are incorporated by reference into the Merchant Agreement and will control with respect to any conflict between the Merchant Agreement and the Payment Brand Rules.
You must accept Cards, process transactions, use or restrict transaction data, protect Cardholder and Member information, use Payment Brand marks, and operate your business in accordance with the Merchant Agreement, Payment Brand Rules, Processor requirements, Bank rules, NACHA rules, Security Guidelines, and applicable law.
You must cooperate with any audit, investigation, inquiry, or request by us, Processor, Bank, a Payment Brand, NACHA, or any applicable regulator until the matter is complete. You may submit transactions only for the sale of your own goods or services and may not receive payment on behalf of, or redirect payment to, any other person or entity except as expressly permitted by the Merchant Agreement, applicable law, or Payment Brand Rules.
You acknowledge that you are not a third-party beneficiary of any agreement between us and any Payment Brand, Processor, Bank, or other third party. However, each Payment Brand, Processor, Bank, and other applicable third party may be a third-party beneficiary of the Merchant Agreement and may, in their sole discretion, enforce its applicable terms against you. Nothing in the Merchant Agreement limits or impairs the right of Processor, Bank, or an applicable Payment Brand to require the suspension or termination of your ability to process Cards or other payments at any time, and we may implement any such suspension or termination immediately and without prior notice.
7.3 American Express OptBlue. If you accept American Express through the OptBlue Program, you acknowledge that you may be converted to a direct Card acceptance relationship with American Express if you become a High CV Merchant or otherwise meet the criteria set forth in the American Express Merchant Operating Guide or other applicable American Express requirements. Upon conversion, you will be bound by American Express’ then-current Card acceptance agreement, and American Express may set the pricing and other fees payable by you for American Express Card acceptance.
7.4 E-Commerce & Online Payments. If you make goods or services available to Members online or through any website, mobile application, hosted payment page, or other e-commerce channel, you must ensure that the applicable channel complies with Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, Security Guidelines, and applicable law. Without limiting the foregoing, your online or e-commerce channel must clearly and prominently display or provide, as applicable: (a) the merchant name that will appear on the Cardholder’s or Member’s statement; (b) a complete description of the goods or services offered; (c) delivery, fulfillment, cancellation, and refund policies; (d) the terms and conditions of purchase; (e) an opportunity to review and confirm the order before submission; (f) secure payment data transmission; (g) the applicable transaction currency; (h) applicable Payment Brand or payment network logos; and (i) your privacy policy and any other legally required disclosures.
You must use commercially reasonable, industry-standard website, application, e-commerce, security, authentication, and fraud-prevention measures (i.e., ReCaptcha, Cloudflare) designed to prevent unauthorized transactions, account testing, card testing, credential stuffing, bot activity, and other fraudulent or abusive activity. We are not responsible for, and will not reimburse you for, any fees, charges, Chargebacks, losses, or other amounts arising from fraudulent, unauthorized, or abusive activity on or through your website, application, e-commerce channel, systems, or failure to maintain appropriate preventative measures.
7.5 Payment Brand Marks & EMV Standards. You may display Payment Brand trademarks, service marks, trade names, logos, and acceptance marks solely to indicate that Cards or other payment methods may be accepted at your approved business locations or channels, and only in accordance with Payment Brand Rules and applicable law. Your use of any such marks does not make you a licensee or sublicensee of the marks and does not grant you any ownership or other rights in them. To the extent required by Payment Brand Rules or if you use EMV chip-capable terminals, all such terminals must comply with applicable EMV, Payment Brand, Processor, Bank, certification, approval, and security requirements.
7.6 Data Security, PCI DSS & Privacy. You represent to us that you do not have access to Card information (such as the Cardholder’s account number, expiration date, and CVV2) and you will not request access to such Card information from us. In the event that you receive such Card information in connection with our Payment Services, you agree that you will not use it for any fraudulent purpose or in violation of any Payment Brand Rules, Payment Card Industry Data Security Standard (“PCI DSS”) or applicable law. If at any time you believe that Card information has been compromised, you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance and that of any third party service provider utilized by you, with all security standards and guidelines that are applicable to you and published from time to time by the Payment Brands, including, without limitation, the ACH Security Framework, the Visa U.S.A. Cardholder Information Security Program (“CISP”), the MasterCard Site Data Protection (“SDP”), and (where applicable), the PCI Security Standards Council, Visa, and MasterCard PA-DSS (“Payment Application Data Security Standards”) (collectively, the “Security Guidelines”). If any Payment Brand requires an audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card information other than for the sole purpose of completing the transaction authorized by the Cardholder for which the information was provided to you, or as specifically allowed by Payment Brand Rules or as required by law. By accepting the Merchant Agreement, you confirm that you have read, understood, and accepted our Privacy Policy found at https://abcfitness.com/privacy-policy/.
7.7 Security Tools & Access. From time to time, we, Processor, Bank, Payment Brands, or third-party providers may make available software, hardware, applications, security tools, fraud tools, authentication tools, compliance tools, or related services designed to assist with compliance, security, fraud prevention, or operation of the Payment Services. Your use of any such tools does not alter or reduce your responsibility to comply with the MSA, the Merchant Agreement, Payment Brand Rules, NACHA rules, Security Guidelines, and applicable law. Any insurance, reimbursement, warranty, service credit, or other benefit associated with such tools is subject solely to the applicable provider’s terms and conditions, and your failure to comply with PCI DSS, Security Guidelines, or applicable requirements may affect your eligibility for those benefits. You must take commercially reasonable steps to protect the security of the computers, networks, systems, credentials, passwords, devices, software, applications, terminals, and other technology through which you access or use the Payment Services, including by maintaining appropriate administrative, technical, and physical safeguards, access controls, malware protection, software updates, password controls, user permissions, network security, and employee training.
8. Representations & Warranties
8.1 Merchant Representations and Warranties. You represent and warrant, on the date you submit your MAA, on each date you submit a transaction for processing, and throughout the term of the Merchant Agreement, that:
(a) all information and documentation provided to us, Processor, Bank, or any Payment Brand in connection with the Merchant Agreement, the MAA, underwriting, onboarding, monitoring, or the Payment Services is true, complete, accurate, and not misleading, and properly reflects your business, ownership, management, financial condition, operations, locations, goods and services, and transaction activity;
(b) you are duly organized, validly existing, authorized and licensed to conduct business in each jurisdiction where you operate, and have full power and authority to enter into, perform, and bind yourself to the Merchant Agreement;
(c) the Merchant Agreement has been duly authorized and does not violate applicable law, your organizational documents, or any agreement or obligation binding on you;
(d) there is no pending or threatened action, suit, investigation, enforcement action, proceeding, insolvency event, or other circumstance that would reasonably be expected to materially impair your business, financial condition, operations, authority to enter into or perform the Merchant Agreement, or ability to receive Payment Services;
(e) each transaction submitted by you is bona fide, accurate, lawful, properly authorized, and arises from your sale of goods or services in the ordinary course of your approved business;
(f) you have performed and will perform all obligations to each Member or Cardholder in connection with each transaction, Sales Draft, Membership Agreement, Authorization, and related goods or services;
(g) each Cardholder, Member, or applicable account holder has authorized the applicable debit, credit, payment, recurring charge, EFT, eCheck Processing transaction, or other transaction in accordance with the Merchant Agreement, Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, and applicable law;
(h) each Sales Draft, Authorization, transaction record, and eCheck Processing entry is authentic, accurate, properly authorized, and compliant with the Merchant Agreement, Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, and applicable law;
(i) you do not have, and will not enter into, any other processing relationship for the business locations, business lines, or sales channels covered by the Merchant Agreement, except as expressly approved by us in writing or otherwise permitted under the Merchant Agreement;
(j) you will not sell, purchase, provide, disclose, exchange, or use any Cardholder, Member, account, payment, transaction, or other sensitive information except as permitted by the Merchant Agreement, Payment Brand Rules, NACHA rules, Security Guidelines, and applicable law;
(k) you comply, and will remain in compliance, with PCI DSS, the ACH Security Framework, Security Guidelines, and all other privacy, data security, payment application, and information security requirements applicable to you, including any required validation of compliance;
(l) neither you nor any of your Beneficial Owners, officers, directors, principals, control persons, or other applicable representatives is the subject or target of sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, or any other applicable sanctions authority, or is located, organized, or resident in a country or territory subject to comprehensive U.S. sanctions;
(m) you have not used and will not use the Payment Services, or any funds derived from the Payment Services, in any manner that would cause any party to violate anti-money laundering, sanctions, anti-corruption, anti-bribery, or similar laws, including the Foreign Corrupt Practices Act; and
(n) you will immediately notify us if any representation or warranty in this Section becomes untrue, inaccurate, incomplete, or misleading.
8.2 Continuing Nature of Representations and Warranties. Each representation and warranty is continuing and will be deemed repeated each time you submit a transaction, use the Payment Services, receive settlement, or provide information to us.
9. Term & Termination
9.1 Term. The Merchant Agreement becomes effective upon our acceptance of your MAA, including by activation of your Account, and will continue for the term of the MSA unless earlier terminated in accordance with the Merchant Agreement. If the MSA terminates for any reason, the Merchant Agreement will terminate at the same time, subject to any surviving provisions.
9.2 Events of Default. Each of the following is an “Event of Default”:
(a) a material adverse change in your business, financial condition, operations, procedures, prospects, products, services, transaction activity, Chargeback profile, or risk profile;
(b) any assignment, transfer, or change in voting control, ownership, management, or control of you or your parent;
(c) any sale, transfer, or disposition of all or a substantial portion of your assets;
(d) any joint venture, partnership, management arrangement, or similar business arrangement under which any person or entity not approved by us assumes an interest in, control over, or operational responsibility for your business or Payment Services;
(e) irregular, fraudulent, unauthorized, excessive, or suspicious transactions; excessive Chargebacks, returns, refunds, ACH returns, reversals, or negative balances; noncompliance with applicable data security standards; an actual or suspected data security incident; or any circumstance that we reasonably determine may increase our exposure or present financial, legal, regulatory, operational, security, reputational, or payment-system risk to us, our Affiliates, Processor, Bank, Payment Brands, Members, Cardholders, or other customers or clients;
(f) any breach in any material respect of your covenants, obligations, representations, or warranties under the MSA, the Merchant Agreement, or any related agreement, or any such representation or warranty being untrue, inaccurate, incomplete, or misleading in any material respect when made or deemed made;
(g) any bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors, debt-adjustment proceeding, similar proceeding, or action authorizing any of the foregoing, whether voluntary or involuntary and whether under the Bankruptcy Code or any other applicable law;
(h) any violation of applicable law, Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, Security Guidelines, anti-money laundering laws, sanctions laws, anti-corruption laws, or other applicable requirements, or any breach of the sanctions, anti-money laundering, or anti-corruption representations in Section 8.1, which breach will be deemed an Event of Default not subject to a cure period; or
(i) our reasonable determination that suspension or termination of the Payment Services or Merchant Agreement is necessary or advisable to comply with applicable law, sanctions requirements, OFAC requirements, Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, or any request, demand, directive, or requirement of Processor, Bank, a Payment Brand, NACHA, a governmental authority, or other payment-system participant.
Upon the occurrence of any Event of Default described in clauses (b), (c), (d), (f), (g), (h), or (i), or upon the request or demand of Processor, Bank, a Payment Brand, NACHA, or a governmental authority, we may terminate the Merchant Agreement or suspend the Payment Services immediately, in whole or in part, without notice. Upon the occurrence of any other Event of Default, we may terminate the Merchant Agreement or suspend the Payment Services by providing at least ten (10) days’ notice to you.
Upon termination or suspension, all amounts payable to us, our Affiliates, Processor, Bank, Payment Brands, or other applicable third parties will become immediately due and payable, without demand or other notice except as expressly provided above, which you waive to the fullest extent permitted by law.
9.3 Effect of Termination. If the Merchant Agreement terminates for any reason: (a) we may cancel, reject, suspend, delay, or condition any pending or future transactions associated with your Account; (b) your right to access or use the Payment Services will end; (c) any rights or licenses granted to you in connection with the Payment Services will terminate; (d) you will remain liable for all obligations arising before termination and all obligations that survive termination; (e) we may retain, withhold, debit, offset, recoup, or recover funds as permitted by the Merchant Agreement, including for Chargebacks, ACH returns, refunds, reversals, credits, Fees, fines, penalties, assessments, negative balances, reserves, and other liabilities; and (f) subject to applicable law and our data retention policies, we may delete, retain, restrict access to, or export your information and Account data after termination, and we will not be liable to you or any third party for termination of access to the Payment Services or for deletion, retention, restriction, or export of such information or data.
Upon termination of the Merchant Agreement or MSA, we may withhold in a Reserve Account up to 200% of the rolling twelve-month average of Membership Agreement payment returns and Chargebacks processed by ABC, or such greater amount as we reasonably determine is necessary based on your risk profile, to secure and apply against returns, Chargebacks, refunds, reversals, credits, Fees, fines, penalties, assessments, negative balances, and other obligations arising from or relating to the Payment Services or transactions processed during the term.
9.4 Survival. Any provision that by its nature should survive expiration or termination will survive, including Sections 3.3, 3.4, 4.3 through 4.8, 5.5 through 5.8, 6.1 through 6.3, 7, 8, 9, 10, and 11, and any payment, reimbursement, indemnity, reserve, setoff, security interest, audit, recordkeeping, compliance, confidentiality, dispute, or post-termination obligation.
10. Liability & Risk Prevention
10.1 Suspension Rights. We may suspend, delay, withhold, or condition Payment Services, remittances, settlement, or disbursement of funds for any period reasonably required to investigate suspicious, unusual, unauthorized, fraudulent, excessive, or potentially unlawful activity, or any activity that may increase risk to us, our Affiliates, Processor, Bank, Payment Brands, Members, Cardholders, or any other person. We will use reasonable efforts to notify you in advance where practicable, but may act immediately and without prior notice if we reasonably determine that delay could increase risk. We will not be liable for any losses, damages, costs, or expenses, whether direct or indirect, arising from or relating to any suspension, delay, withholding, or conditioning of Payment Services, remittances, settlement, or disbursement.
10.2 Merchant Reserve. If we reasonably determine that there is or may be increased risk associated with your business, Account, transactions, financial condition, Chargebacks, refunds, ACH returns, reversals, compliance status, data security, termination of Payment Services, or other use of the Payment Services, we may establish and require you to maintain a reserve or reserve account (the “Reserve” or “Reserve Account”). We may establish, increase, decrease, release, fund, or otherwise modify the Reserve at any time, including before Payment Services begin, during the term, or after termination, and may determine the amount, funding method, duration, and release conditions based on our assessment of applicable risk. We will provide notice of the Reserve and material changes to its terms, except where notice is not practicable or would increase risk.
We may fund the Reserve from any Account, Reserve Account, depository account, settlement, remittance, or other source of funds available to us, or by requiring you to deposit funds. Funds in the Reserve Account may be held in an account controlled by us, Processor, or Bank, and any interest earned belongs solely to ABC unless applicable law requires otherwise. The Reserve secures all obligations arising under or relating to the Merchant Agreement, the MSA, the Payment Services, and transactions processed during the term, including Chargebacks, returns, refunds, ACH returns, reversals, credits, Fees, fines, penalties, assessments, negative balances, indemnity obligations, and other liabilities. The Reserve and Reserve Account survive termination. Unless we reasonably determine that a longer hold is necessary, we will generally hold the Reserve for ninety (90) days after termination and remit any remaining balance after all secured obligations are satisfied.
10.3 Security Interest. The Merchant Agreement constitutes a security agreement under the Uniform Commercial Code and any other applicable law. To secure all obligations owed by you under or relating to the Merchant Agreement, the MSA, the Payment Services, and any other agreement between you and ABC or our Affiliates, you grant us a continuing security interest in and lien on, subject to any perfected prior interests, all Accounts, Reserve Accounts, Reserves, funds, Sales Drafts, transaction proceeds, settlement amounts, remittances, receivables, payment rights, credits, refunds, deposit accounts from which we are authorized to debit or collect, and all proceeds of the foregoing, in each case whether now existing or later arising (collectively, the “Secured Assets”). You authorize us to file and maintain any financing statements or other documents necessary or desirable to perfect, maintain, or enforce our security interest, and you agree to execute any documents we reasonably request for that purpose. Except for perfected prior interests disclosed to and approved by us, you represent that no other person has a security interest in the Secured Assets and agree not to grant any security interest or lien in the Secured Assets without our prior written consent. With respect to the Secured Assets, we have all rights and remedies available under the Uniform Commercial Code, other applicable law, the Merchant Agreement, the MSA, and equity.
10.4 Non-Exclusive Rights. Our rights and remedies are cumulative, non-exclusive, and may be exercised separately, concurrently, or in any order.
10.5 Authority & Interpleader. To change your authorized representative, agent, ownership information, control person, depository account, settlement instructions, or method of receiving net receipts, you must provide written notice and evidence satisfactory to us of the authority, approval, and identity of the applicable person or account. If we cannot reasonably determine the authority of any person, the validity of any instruction, or the proper person entitled to receive funds or information, we may refuse to act, suspend or condition Payment Services, withhold funds, or commence an interpleader or similar action. If we commence such an action, we will be released from liability to the fullest extent permitted by law, and you will indemnify, defend, and hold us harmless from all related losses, costs, expenses, claims, and liabilities, including reasonable attorneys’ fees.
11. General Provisions
11.1 Electronic Communications. You consent to conduct business electronically and agree that, to the fullest extent permitted by law, all agreements, policies, amendments, notices, disclosures, instructions, authorizations, consents, transaction records, and other communications relating to the Payment Services, the Merchant Agreement, Processor, Bank, or your relationship with us may be provided, accepted, signed, stored, and transmitted electronically.
11.2 Modification. Unless otherwise provided in the Merchant Agreement, we may modify these Payment Service Terms by giving at least thirty (30) days’ prior notice, including by written or electronic notice, website posting, or any other method permitted by the MSA or applicable law. We may modify these Payment Service Terms on less than thirty (30) days’ notice, or immediately upon notice, if we reasonably determine the change is required or advisable due to applicable law, Payment Brand Rules, NACHA rules, Processor requirements, Bank rules, Security Guidelines, regulatory guidance, your risk profile, or an adverse change in your financial condition. Any amendment proposed by you binds us only if in writing and signed or accepted by an authorized ABC representative.
11.3 Entire Agreement; Incorporated Terms. The Merchant Agreement, including the MAA, these Payment Service Terms, the MSA, any Order Form, and any incorporated terms, schedules, exhibits, policies, or documents, is the entire agreement of the parties regarding the Payment Services and supersedes all prior or contemporaneous agreements and communications on that subject. All applicable MSA provisions, including confidentiality, governing law, dispute resolution, indemnification, warranties, limitations of liability, notices, assignment, and other general terms, are incorporated into the Merchant Agreement. If there is a direct conflict regarding the Payment Services, the Merchant Agreement controls unless expressly stated otherwise.
11.4 Severability. If any provision of the Merchant Agreement is invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.11.5 Headings; Interpretation. Headings are for reference only. Unless the context requires otherwise, the singular includes the plural and vice versa; “including” means “including without limitation”; and “or” is not exclusive. The Merchant Agreement will be interpreted fairly and not construed for or against either party based on drafting responsibility
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