Merchant Services Agreement

Effective Date: April 1, 2026

Website: www.transactbridge.com

This Merchant Services Agreement (“Agreement”) is entered into between the applicable TransactBridge contracting entity identified in your onboarding documentation or Merchant dashboard (“TransactBridge”, “we”, “us”, or “our”) and the legal entity accepting these terms (“Merchant”, “you”, or “your”).

By registering for, accessing, or using the Services, you agree to be bound by this Agreement.

1. Definitions

For purposes of this Agreement:

• “Services” means merchant-of-record, reseller, payment processing, settlement, fraud screening, tax calculation, and related services provided by TransactBridge.
• “Products” means digital or physical goods or services offered by Merchant.
• “Transaction” means an approved payment processed through the Services.
• “Chargeback” means a payment reversal initiated by a cardholder or issuing bank.
• “Reserve” means funds withheld by TransactBridge to mitigate financial risk.
• “Applicable Law” means all laws, regulations, sanctions regimes, and payment network rules applicable to the parties.

2. Appointment & Relationship

2.1 Merchant of Record Model

Merchant appoints TransactBridge as a non-exclusive Merchant of Record and reseller of Merchant’s Products for the purpose of:

• Processing customer payments
• Acting as seller for billing and tax purposes
• Managing indirect tax collection where applicable

TransactBridge may resell Products to end customers in its own name.

2.2 Independent Contractor

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship beyond the limited commercial role described herein.

3. Onboarding & Verification

3.1 Due Diligence

Merchant agrees to provide all information required for:

• Know-Your-Business (KYB) verification
• Beneficial ownership identification
• AML compliance screening
• Sanctions screening
• Underwriting review

TransactBridge may request updated documentation at any time.

3.2 Accuracy of Information

Merchant represents that all onboarding information is accurate and complete. Providing false or misleading information constitutes material breach.

3.3 Ongoing Monitoring

TransactBridge may conduct periodic reviews, risk assessments, and compliance monitoring throughout the term of this Agreement.

4. Merchant Obligations

Merchant shall:

• Ensure Products comply with Applicable Law.
• Maintain all necessary licenses and approvals.
• Provide accurate product descriptions and pricing.
• Fulfill orders promptly and professionally.
• Maintain a clear refund policy.
• Provide customer support for Products.

Merchant is solely responsible for:

• Product safety and legality
• Intellectual property rights
• Consumer claims related to Product performance

5. Prohibited Activities

Merchant shall not use the Services for:

• Illegal goods or services
• Counterfeit products
• Sanctioned goods or jurisdictions
• Money laundering activities
• Fraudulent transactions
• Misrepresentation or deceptive practices

TransactBridge reserves the right to suspend accounts engaged in prohibited activities.

6. Payment Processing & Settlement

6.1 Transaction Processing

TransactBridge will process Transactions using regulated payment partners and acquiring banks.

Approval of Transactions is subject to:

• Fraud screening
• Card network rules
• Issuer authorization
• Regulatory compliance

6.2 Fees

Merchant agrees to pay:

• Transaction processing fees
• Cross-border fees (if applicable)
• Chargeback handling fees
• Currency conversion fee
• Compliance or regulatory costs where applicable

Fees may be deducted from settlement amounts.

6.3 Settlement

Net settlement equals:

Gross Transaction Amount

minus Taxes (if applicable)

minus Fees

minus Chargebacks

minus Refunds

minus Reserves

Settlement schedules may vary based on risk profile.

7. Reserves & Set-Off

7.1 Reserve Rights

TransactBridge may establish rolling or fixed Reserves based on:

• Chargeback ratios
• Fraud risk
• Industry category
• Regulatory requirements
• Merchant performance history

7.2 Withholding

TransactBridge may withhold or delay settlement if:

• Excessive Chargebacks occur
• Fraud risk is detected
• Required by payment network rules
• Required by law

7.3 Right of Set-Off

TransactBridge may set off any amounts owed by Merchant against future settlements.

8. Chargebacks & Disputes

Merchant is financially responsible for:

• All Chargebacks
• Retrieval requests
• Fraud losses
• Related fees

Merchant must provide dispute documentation within required deadlines.

Excessive Chargeback thresholds may result in:

• Increased Reserves
• Monitoring programs
• Account suspension
• Termination

9. Taxation

Where TransactBridge acts as Merchant of Record:

• TransactBridge may collect and remit indirect taxes (VAT, GST, sales tax) where legally required.

Merchant remains responsible for:

• Income tax reporting
• Corporate taxes
• Taxes not collected by TransactBridge

Merchant shall provide accurate tax information and registrations.

10. AML, Sanctions & Regulatory Compliance

TransactBridge maintains AML and sanctions compliance programs consistent with applicable regulations.

Merchant agrees to:

• Comply with all AML and sanctions laws
• Not transact with sanctioned individuals or entities
• Provide information upon regulatory request

TransactBridge may:

• Suspend or terminate accounts
• Freeze funds
• Report suspicious activity
• Block transactions

11. Data Protection

Merchant shall comply with all applicable data protection laws.

Merchant must:

• Safeguard customer data
• Not store sensitive payment credentials unless compliant with PCI-DSS
• Notify TransactBridge of data breaches promptly

12. Intellectual Property

Merchant grants TransactBridge a limited, non-exclusive license to:

• Display Merchant trademarks
• Market Products
• Resell Products as Merchant of Record

Merchant represents it owns or controls all intellectual property rights in its Products.

13. Suspension & Termination

TransactBridge may suspend or terminate immediately if:

• Merchant breaches this Agreement
• Fraud or excessive risk is detected
• Required by regulators or payment partners
• Merchant engages in prohibited conduct

Upon termination:

• Outstanding obligations survive
• Reserves may be held up to 180 days (or longer if required by risk exposure)

14. Representations & Warranties

Merchant represents and warrants that:

• Products comply with all Applicable Law
• No Product infringes intellectual property rights
• No misleading claims are made
• Transactions are legitimate commercial sales

15. Indemnification

Merchant agrees to indemnify and hold harmless TransactBridge from claims arising out of:

• Product defects
• Consumer claims
• Regulatory penalties
• Intellectual property infringement
• Fraudulent or illegal conduct
• Breach of this Agreement

16. Disclaimer

Services are provided “AS IS” and “AS AVAILABLE.”

TransactBridge does not guarantee uninterrupted or error-free service.

17. Limitation of Liability

To the maximum extent permitted by law:

• TransactBridge’s total aggregate liability shall not exceed the fees paid by Merchant in the preceding three (3) months.
• TransactBridge shall not be liable for indirect, consequential, incidental, or punitive damages.

18. Force Majeure

TransactBridge shall not be liable for delays or failures caused by:

• Regulatory action
• Banking disruptions
• Payment network outages
• Cybersecurity incidents
• Governmental orders
• Natural disasters

19. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of the jurisdiction of the contracting TransactBridge entity identified in onboarding documentation.

Disputes shall be resolved exclusively in the competent courts of that jurisdiction.

20. Amendments

TransactBridge may amend this Agreement upon notice. Continued use of Services constitutes acceptance.

21. Survival

The following provisions survive termination:

• Payment obligations
• Indemnification
• Limitation of liability
• Dispute resolution
• Compliance obligations

22. Contact Information

Website: www.transactbridge.com

Email: info@transactbridge.com