WAAVE Merchant Services Agreement | WAAVE Technologies, Inc.

I. Related Policies, Shedule A, and the Legal Agrements Page: By signing this Agreement, opening

and using a Waave Account, you agree to comply with all of the terms and conditions of this Agreement, including any Shedules, e.g. Schedule A (attached), as well as each of the other Agreements on the Legal Agreements pages that apply to you, including but not limited to:

A.Refunds, Reversals and Chargebacks Policy

B.Holds, Reserves and Account Limitation Policy

C.Acceptable Use Policy,

D.Electronic Communications Policy.

Please read carefully all of the terms and conditions of this Agreement, the terms of these policies, and each of the other Agreements that apply to you.

Initial: ___________________

II. Revision of Agreement & Policies and the Policy Updates Page: WAAVE may, from time to time,

change this Agreement, any of the policies referenced above, and any pricing & fees in the Agreement, Schedules or other wise. The revised version(s) will be posted on the Policy Updates page and will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights, increase your responabilites or increase your costs, we will post a notice 7 days in advance of the effective date. By continuing to use our serives after any changes to this Agreement and any such notification periods, you agree to abide and be bound by those changes. If you do not agree with any changes to this Merchant Service Agreement, you may close your account

Initial: __________________

III. Commercial Entity Agreement: WAAVE merchants may be required to enter a separate

Agreement directly with one or more of our acquirin banks or other processing partners wich, if applicable to you, will be called out on Schedule A, and can be found grouped under the heading "Commercial Entity Agreements (CEA)" on the Legal Agreements page.

Initial: ___________________

This WAAVE Merchant Services Agreement (“Agreement”), effective on signed date below (“Effective Date”), is a contract between , a company duly incorporated under laws issued by , under Tax ID , who shall be hereinafter referred to as (“Merchant”, “ Merchant”. “you,” or “your”), and WAAVE Technologies, Inc. (“WAAVE,” “Company,” “we,” or “us”), a company duly incorporated under laws issued by The United States of America, under Tax ID 841769052.

1. ADDITIONAL DEFINITIONS

1.1. “Party” refers to Merchant and WAAVE being individually a “Party” and together the “Parties”

1.2. “End User” means the Merchant and/or users of the Merchant’s products or services are individually an “End User” and, collectively, the “End Users”

1.3. The “WAAVE Site” means the websites located at www.getwaave.com, www.getwaave.co, www.waave.it and all subdomains, the WAAVE APIs, any associated WAAVE-hosted websites or mobile applications, and any WAAVE software installed on in-store terminals or card readers are collectively the “WAAVE Site”

1.4. The “Services” means any of the online or in-store services, including but not limited to WaaveComplete, WaaveCheckout, WaaveTerminal, WaaveInvoice, WaaveDelivery, WaaveCompliance, the WAAVE Merchant Dashboard, or any services listed or referred to anywhere on the WAAVE site. Additional elements of the Services are described in Schedule A.

1.5. "Transaction" means information related to the purchase of goods and services from Merchant by a third party. Specifically, a Transaction is an authorisation, delayed capture, sale, void, voice authorisation or credit data transmission between WAAVE and its back end processors. All transactions will have a value in USD.

1.6. “Confidential Information” means: (a) the terms and conditions of this Agreement, and (b) all confidential or proprietary information disclosed, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is either identified as confidential at the time of disclosure or which by its context should be understood to be confidential or proprietary to the disclosing party. Information disclosed by a disclosing party shall not be deemed Confidential Information, to the extent that the receiving party can establish by competent written proof that such information:

1.6.1. was already known to the receiving party, other than under an obligation of confidentiality owed to the disclosing party, at the time of disclosure;

1.6.2. was generally available to the public or otherwise part of the public domain at the time

of its disclosure hereunder to the receiving party;

1.6.3. becomes generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party;

1.6.4. is independently developed by the receiving party without reference to any Confidential Information disclosed by the disclosing party; or

1.6.5. is subsequently disclosed to the receiving party without restriction on its use or disclosure by a person other than the disclosing party without breach of any legal obligation to the disclosing party.

2. MERCHANT OBLIGATIONS

2.1. Permits. It is the Merchant’s sole responsibility to determine what permits are required to operate in a specific geographic area as it pertains to the Merchant’s business model, apply for these and keep them up to date.

2.2. Compliance. Merchant agrees to:

2.2.1. Provide all requested onboarding information accurately to enable WAAVE or its partners to run required compliance checks for in-store and online businesses, as well as any licensing and other checks associated with the products Merchant intends to sell.

2.2.2. Maintain a complete, accurate set of COA and/or Lab Reports for any item that requires one by law, or is required by WAAVE.

2.2.3. Install WaaveCompliance in their online cart to enable transaction monitoring. Merchant acknowledges that WAAVE’s online payment services will not operate if WaaveCompliance is not active in the cart. Merchant also acknowledges that WAAVE may block transactions that are flagged as non-compliant.

2.3. Payments. Merchant agrees to:

2.3.1. Keep a credit card on file or DDR (direct debit relationship) with WAAVE to cover subscriptions, chargebacks or other fees as described herein,

2.3.2. Allow WAAVE to make adjustments in future payments to correct cases of Overpayment or Underpayment or other Processing Errors.

2.4. Subscriptions. 

As a merchant, you will pay a monthly recurring subscription that covers the various costs associated with providing the Services as well as Compliance activities. The Compliance Subscription is required for all WAAVE Merchants. A Service Bundle subscription may be required for certain merchants due to monthly volume or other factors and will be determined during the onboarding process and included on Schedule A. Your first Subscription payment will be due upon signing the Agreement. Should your recurring payment be interrupted the subscription will be deducted from your processing volume. If at any point WAAVE is unable to obtain said subscription fees, your services may be Limited.

2.5. Refunds, Reversals and Chargebacks. Merchant acknowledges and agrees to abide by the Refunds, Reversals and Chargebacks policy on our Legal Agreements page. Moreover, 

2.5.1. Merchant acknowledges that if their chargeback rate exceeds 0.4% of payment volume in any given month, WAAVE may, at its sole discretion and without prior notice, require and institute a Rolling Reserve,temporary funds hold or other measures to mitigate risk

2.5.2. Merchant acknowledges that if their chargeback rate exceeds 1.0% of payment volume in any given month, WAAVE may, at its sole discretion and without prior notice, Limit the Merchant’s Account.

2.5.3. Merchant agrees to be personally liable and responsible for any present or future chargebacks and that this clause will survive an agreement termination.

2.6. Holds, Reserves, and Account Limitation. 

Merchant acknowledges and agrees to abide by the Holds, Reserves, and Account Limitation policy on our Legal Agreements page. Reserves may be set 

2.6.1. If it is a requirement of our processing partner or acquiring bank, whether for all merchants supported by them or for specific categories of merchants determined by Them,

2.6.2. If as a result of onboarding or on-going compliance checks, we or our processing and bank partners determine there is elevated risk associated with your account (If, at our sole discretion, WAAVE determines that your account requires a Reserve at the outset of the agreement, such Reserve will be indicated on Schedule A),

2.6.3. If your chargeback rate exceeds 0.4% of payment volume in any month (see 2.5.1),

2.6.4. Or at any time where we reasonably believe there may be a higher than acceptable level of. risk associated with you, your WAAVE account, your business model, or your Transactions.

2.7. Business Operation and Data Accuracy. Merchant is solely responsible for:

2.7.1. Establishing, hosting and maintenance of its physical store, website(s) and its connection to the internet, as well as fulfilling all orders for products and services sold by Merchant to its users in-store or online,

2.7.2. Ensuring that any data stored or transmitted by Merchant in conjunction with the Services and for enrollment for the Services is accurate, complete and in the form as requested by WAAVE, is securely collected and is not corrupted due to Merchant's Systems.

2.8. Account, Account Management and Account Users. 

To operate the Services mentioned within this Agreement, Merchant will need to create an account and identify an administrative username and password. You may provide access to your account to multiple employees or agents, (collectively the “Account Users”). You are solely responsible for the designation of such Account Users and their privileges (e.g.,view only vs. administrative read and write privileges) and any actions or inactions made by these Account Users on your behalf.

2.9. Account Security. 

Merchant is solely responsible for the account's security, and agrees to: 2.9.1. Notify WAAVE immediately upon learning of any unauthorized use of its user name or Password.

2.9.2. Use standard practices to protect access to the account, such as (i) updating its passwords for access to the Services periodically, and (ii) creating passwords that are reasonably "strong" under the circumstances, both in accordance with WAAVE's the account, such as (i) updating its passwords for access to the Services periodically, and (ii) creating passwords that are reasonably "strong" under the 

2.10. API Keys. WAAVE will provide API keys for your account to interact with the production environment. Your API keys are Confidential Information (as defined in Section 2.13) of WAAVE. You are prohibited from selling, transferring, sub-licensing, or disclosing your API keys or other credentials to any third party, other than a service provider performing services on your behalf that has been disclosed to us in writing. You understand and agree that you are liable for any actions performed using your API keys, account credentials or other WAAVE credentials, except to the extent that such actions were enabled as the result of the negligent acts or omissions of WAAVE, it employees or agents.

2.11. Service Updates. Merchant must install WAAVE’s most current Software versions as well as any security updates and patches released by WAAVE, within the timeframes published along with said Updates. Merchant acknowledges that WAAVE may monitor WAAVE product integrations on Merchant’s site to ensure they are updated timely.

2.12. Third Party Shared Information. By sharing your KYC information with WAAVE, you agree to allow us to share this information with selected third parties for the purpose of providing the Services within the scope of this Agreement.

2.13. Ownership. Merchant agrees and acknowledges that, as between the parties, we own all right, title and interest to and in the Services, the associated software, technology tools and content, the content displayed on the WAAVE Site, the WAAVE brands and logos, and other materials produced by and related to WAAVE (collectively, the “WAAVE IP”). You are only permitted to access the Services according to this Agreement. We hereby grant you a personal, limited, non-transferable license to use WAAVE’s Name, Logos, and Trademarks solely for the purpose of identifying WAAVE as the provider of the Services and in accordance with the terms and conditions of this Agreement. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the WAAVE IP.

2.14. Advertising. Merchant acknowledges and agrees that WAAVE may publish your corporate name or logo on the WAAVE Site, on promotional material, and/or acknowledge Merchant as WAAVE’s Customer.

3. WAAVE’S OBLIGATIONS

3.1.Provision of Services; Subject to the terms in this Agreement, WAAVE agrees to provide Merchant the Services for which Merchant enrolls and pays the applicable fees, including without limitation the transmission of Transaction information to Financial Processors.

3.2. Professional Services. Within reasonable means, WAAVE may also provide, at our sole discretion, such integration and implementation services as may be required to expose API endpoints so that Merchant can successfully integrate the Services into Merchant’s in-cart or in-store payment flows in a manner that allows End Users to use the Services (collectively, the “Professional Services”) 

3.3. Account Statements. On a weekly basis, WAAVE will provide you with a statement detailing your and your End Users’ account transaction and settlement history.

Should you identify an error in the statement, you must notify us of such error within 30 calendar days. You will also receive a monthly statement for your records, as well as certain reporting tools to assist Merchant in accounting activities.

3.4. Payment/Disbursement and Deduction of Fees for WAAVE and WAAVE’s processing partners:

3.4.1. Agent of the Payee: In some cases, WAAVE will act as the Agent of the Payee. Some payments by consumers through the WAAVE network are received by WAAVE as your Agent. As the payee, you will receive the funds as agreed on your Schedule A via ACH from WAAVE Technologies Inc., your payouts will have all fee deductions applicable.

Any chargeback or refund will be ruled by our chargeback and refund rule.

WAAVE is not responsible for any chargeback or refund and both instances are regulated by corresponding clauses in this agreement.

3.4.2. Timing of Payments: WAAVE will fund merchant accounts net of a brief hold period, at its sole discretion, on either a daily, weekly or by-weekly basis (depending on Merchant size and other factors). Payment Timing will be included in Schedule A

3.4.3. Transaction fees: WAAVE, or its partners, will collect a fee from each transaction according to Schedule A (each set of fees, a “Transaction Fee”).

3.4.4. Additional Fees: Merchants will be assessed fees for Chargebacks, Retrieval, and other fees associated with payment processing, as outlined in Schedule A. Such fees will be deducted from Merchant funds upon being assessed.

3.4.5. End user fees: WAAVE may also charge a fee to End Users for certain verticals or use cases. If such fees are relevant to your end users, we will identify them in Schedule A. Such fees will be clearly communicated to the users on the purchase summary page in the cart. WAAVE acknowledges and agrees that it may not charge any additional fees to the end user on transactions facilitated by the Merchant. 

3.4.6. Processing Errors. We will rectify any processing error that we discover. If the error results in:

3.4.6.1. You receiving less than the correct amount to which you were entitled, then we will credit your bank account for the difference between what you should have received and what you actually received.

3.4.6.2. You receiving more than the correct amount to which you were entitled, then we will debit your next payout for the difference between what you actually received and what you should have received.

3.4.6.3. Our not completing a transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:

3.4.6.3.1. Our system was not working properly and you knew about the

breakdown when you started the transaction; or

3.4.6.3.2. The error was due to extraordinary circumstances outside our control

(such as fire, flood, loss of Internet connection, loss of processing power), despite our reasonable precautions.

3.4.6.3.3. You modified the status of an order manually from your shopping

cart backend. For example: A pending payment order manually

changed to “Paid by WAAVE”

3.4.6.4. Processing errors are not:

3.4.5.4.1. Delays that result from WAAVE applying Holds, Reserves or Account

Limitation.

3.4.5.4.2. Delays based on a payment review.

3.4.5.4.3. Your errors in making a transaction (for example, mistyping an amount of money that you are requesting from a customer).

3.4.6. Errors in Transactional compliance: WAAVE takes every precaution to

update the system to run always on the latest known legislations, and we protect the MID from our own acquiring bank compliance issues, this protection may not extend to entities or organizations whose internal rules defer with the law or interpret the available legislation differently.

Always consult with outside counsel before engaging in the sale of any high-compliance product. WAAVE is not a substitute for legal counsel.

The merchant is ultimately responsible for the commercialization of their products. 

3.5. Data Privacy and Security. For the purposes of this Agreement, the following definitions will apply: (i) “Applicable Laws'' means all laws, regulations applicable to a party pursuant to this Agreement; and (ii) “Data Protection Laws” means the Applicable Laws applicable to Merchant related to data protection legislation (including, without limitation, the General Data Protection Regulation). WAAVE acknowledges and agrees that it will act as a data processor under Applicable Laws and Data Protection Laws, and WAAVE warrants that it will comply with all Applicable Laws and Data Protection Laws pursuant to this Agreement. WAAVE has implemented and will maintain security systems for the transmission of Merchant's Transactions, consisting of encryption and "firewall" technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. WAAVE does not guarantee the security of the Services or Transaction data, and WAAVE will not be responsible in the event of any infiltration of its security systems, provided that WAAVE has used commercially reasonable efforts to prevent any such infiltration. Merchant further acknowledges and agrees that Merchant, and not WAAVE, is responsible for the security of Transaction data or information or any other information stored on Merchant's servers, and that WAAVE is not responsible for any other party's servers (other than subcontractors of WAAVE solely to the extent WAAVE is liable for its own actions hereunder).

3.6. Technical Support for Services. WAAVE shall provide the technical support services to Merchants in the form of online user guides, API documentation, and other information consistent with the provisioning of SaaS services. At its sole discretion, WAAVE representatives may spend time and resources assisting Merchants with specific issues identified as not sufficiently covered in the above referenced resources.

4. MUTUAL OBLIGATIONS

4.1. No Exclusivity. This Agreement is not exclusive. Nothing in this Agreement will prevent Merchant from obtaining services from any third party that are similar to or competitive with the Services. Likewise, nothing in this Agreement will prevent WAAVE from providing the Services to any other Merchants, regardless if they are in the same business verticals, geographic regions, or for any other reason.

4.2. Intellectual Property. WAAVE IP shall be treated as WAAVE Confidential Information hereunder. You shall not prepare any derivative work based on the WAAVE IP, nor shall you translate, reverse engineer, decompile or disassemble the WAAVE IP. All rights not expressly granted herein are reserved. Nothing in this Agreement grants WAAVE any right, title or interest in or to any of Merchant’s products or services, or any of Merchant’s logos, trademarks, or service marks, or any intellectual property rights therein.

4.3.Confidentiality. Receiving party agrees that it may not disclose the other party’s Confidential Information to any third party. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party: (i) as for the terms and conditions of this Agreement, to its Representatives on a need to know basis, but only to the extent necessary to pursue the purposes set forth in this Agreement, and for no other purpose, and provided that each Representative is bound by confidentiality obligations no less stringent than the terms of this section, and provided that the receiving party is and remains responsible for the acts and omissions of its Representatives hereunder, or (ii) to the extent such disclosure is reasonably necessary in connection with (a) complying with applicable governmental regulations, laws, or court orders, or otherwise submitting information to tax or other governmental authorities, Each party agrees to promptly notify the other party of the circumstances surrounding any inadvertent disclosure of Confidential Information

4.4.Taxes. It is each party’s sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with its performance under this Agreement and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

5. GENERAL PROVISIONS

5.1.Warranties. WAAVE hereby warrants and represents as follows: (i) that is has all requisite power and authority to enter into this Agreement, and to grant the rights and licenses granted herein; (ii) that the entering into, and performance of, this Agreement by WAAVE does not and will not breach or conflict with any agreement or understanding to which WAAVE is or

becomes a party; (iii) that the Service, the Professional Services, and any other deliverables provided or made available by WAAVE hereunder, as well as any services performed

hereunder, will be provided and performed in compliance with all Applicable Laws (including, without limitation, Data Protection Laws); (iv) that it will provide the Service and perform its obligations hereunder with due skill and care, in a professional and timely manner, in

accordance with industry standards; (v) that the Service, the Professional Services, and any other deliverables provided or made available by WAAVE hereunder do not and will not contain any viruses, worms, Trojan horses, trap doors, or any other code, file, or program designed to disrupt, disable, damage, or limit the functionality of any software, system, or equipment; (vi) that the Service and Professional Services will perform and function in accordance with their respective documentation and any other materials made available to Merchant or any End User; and (vii) that Merchant’s use or provision of the Service will not subject Merchant to any claim for infringement of the intellectual property rights of any third party.

5.2.Limitation of Liability. EXCEPT FOR LIABILITIES ARISING OUT OF A PARTY’S

INDEMNIFICATION OBLIGATIONS IN SECTION 5.4 OR A BREACH OF ITS OBLIGATIONS IN SECTIONS 2.1, 2.2, 2.6, 2.7, 2.8, 2.9, 2.10, 3.5, 4.2, and 4.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITIES ARISING OUT OF A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 5.4 OR A BREACH OF ITS OBLIGATIONS IN SECTIONS 2.1, 2.2, 2.6, 2.7, 2.8, 2.9, 2.10, 3.5, 4.2, and 4.3, EACH PARTY’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE TOTAL FEES EARNED BY US IN CONNECTION WITH YOUR (AND YOUR END USERS’) USE OF THE SERVICES DURING THE 1 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

5.3.No Other Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE). WITHOUT LIMITING THE FOREGOING, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, WE DO NOT WARRANT THAT THE SERVICES: WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT,

GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

5.4.Indemnification. Each party shall indemnify, hold harmless, and defend the other party and its directors, officers, employees, and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorneys’ fees and costs, arising from or relating to: (a) a breach of the indemnifying party’s representations, warranties, covenants or obligations under this Agreement, (b) any gross negligence or willful misconduct of the indemnifying party; (c) any action or suit relating to a claim that the Services, the Professional Services, or any other deliverables or services provided by WAAVE (as the indemnifying party) infringe, misappropriate or violate a third party’s intellectual property rights; or (d) any action or suit that arises out of WAAVE’s (as the indemnifying party) or Merchant’s (as the indemnifying party) or their respective employees’ or agents’ violation of any statute, ordinance, or regulation (including, without limitation, Applicable Laws or Data Protection Laws). Each party agrees that the other party shall have the right to participate, at its expense, in the defense of any such claim through counsel of its own choosing.

5.5..Indemnification Procedure. The obligations of either party to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification: (a) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought; (b) cooperating fully with the indemnifying party (at the indemnifying party’s expense); and (c) allowing the indemnifying party to control the defense and settlement of such claim (provided that the indemnifying party may not settle any claim in a manner that would attribute wrongdoing or any other liability to the indemnified party without the indemnified party’s prior written consent). 

5.6.Term. This Agreement will commence on the date of last signature and will continue thereafter for 12 months. Thereafter, this Agreement will automatically renew for successive one (1) year renewal terms (each a “Renewal Term”), unless either Party provides written notice of their intent not to renew at least thirty (30) days prior to the expiration of the then-current term.

5.7.Termination. Either party may terminate this Agreement at any time upon 30 days’ written notice. Moreover, the Agreement may also be Terminated as follows:

5.7.1. By Merchant. Merchant may terminate this Agreement upon prior written notice to WAAVE by notifying WAAVE’s customer support electronically or in writing and following the instructions for cancellation either (i) prior to the end of the initial annual period or any annual renewal period; or (ii) for convenience. Subject to the above, WAAVE shall use commercially reasonable efforts to cancel the Services within ten (10) business days following such written notice from Merchant. Merchant shall be responsible for the payment of all fees due and payable through the effective date of Termination.

5.7.2. By WAAVE. WAAVE may suspend Merchant's access to the Services or terminate this Agreement as follows:

5.7.2.1. Following ten (10) days prior electronic or written notice (such as an overdue invoice) if (a) Merchant breaches the Agreement or Related Policies, (b) perpetrates fraud, (c) causes or fails to fix a security breach relating to the Services, (d) fails to comply with WAAVE's best practices requirements for security management or to respond to an inquiry from WAAVE concerning the accuracy or completeness of the information Merchant is required to provide pursuant to this Agreement, (e) if WAAVE reasonably suspects fraudulent activity on Merchant's payment services account, (if such breach is not cured within such 10-day period), (f) non payment of invoice; or

5.7.2.2. Immediately, without prior notice, if WAAVE reasonably believes Merchant's breach compromises the security of the Services in any material fashion, if fraudulent Transactions are being run on your account, or Merchant's financial processor or Financial Institution with which Merchant has a merchant account requires such termination or suspension.

5.8. Effect of Termination. Upon the Termination Date, your rights to use the Services, and any other rights granted hereunder, shall immediately cease, and you shall destroy any copy of materials licensed to you hereunder and referenced herein.

5.8.1. Payments: WAAVE will cease providing the Services and cease charging your credit card, if applicable, for any monthly Subscriptions as of the expiration of the monthly billing cycle in which the termination is effective.

5.8.2. Reserves and Chargebacks. Merchant acknowledges and agrees that: 

5.8.2.1. WAAVE will hold for 60 days after the Termination Date of the Agreement, some or all of the last payment(s) as a Reserve.

5.8.2.2. Merchant must engage in Chargeback recovery activities, for a period of at least 6 months beyond the Termination Date of this Agreement,

5.8.2.3. Merchant must continue to keep either a credit card on file or DDR for a period of at least 6 months beyond the Termination Date to cover Chargebacks against Merchant’s account.

5.8.3. If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs WAAVE incurs in closing your account. You agree to pay any and all costs incurred by WAAVE in enforcing your compliance with this Section.

5.8.4. Each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this

Agreement will not relieve WAAVE or Merchant from any liability arising prior to the termination of this Agreement. To the extent permitted by applicable law, you agree that upon termination for any reason, we may delete all information relating to your use of the Service.

5.9. Survival. 

Notwithstanding the foregoing, the provisions of Sections 2.12, 3.5, 4.2, 4.3, 5.1, 5.2, 5.3, and 5.4, the Merchant's obligations to pay all fees due through the effective date of termination, and terms in the Schedules relating to indemnity, warranties or terms which by their nature are required to survive contract termination will survive any termination of this Agreement.

5.10. Entire Agreement. This Agreement and its Schedules represent the entire understanding between you and us with respect to the matters discussed. Headings are included for convenience only, and shall not be considered in interpreting this Agreement.

5.11. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by either party, in whole or in part, by operation of law or otherwise, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with a party, without the other party’s prior written consent. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

5.12. Amendment. This Agreement may not be modified or amended, nor will the rights of either party be deemed waived, except by an agreement in writing signed by authorized representatives of Merchant and WAAVE.

5.13. Waivers. No waiver of any provision hereof or of any right or remedy hereunder will be effective unless in writing and signed by the party against which such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder will constitute a waiver of any other right or remedy, or future

exercise thereof. 

5.14. Notices. All notices provided hereunder will be in writing, delivered personally, by e-mail or sent by overnight courier, registered or certified mail to the addresses specified below or such other address as may be specified in writing by notice given in accordance with this Section. All such notices will be deemed to have been given: (a) upon receipt when delivered personally; (b) upon receipt when delivered by e-mail; or (c) in the case of overnight courier, one weekday after delivery to the overnight courier.

5.15. Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement.

5.16. Governing Law and Jurisdiction. 

This Agreement will be governed by the law of the State of Oregon except to the extent governed by federal law.

5.17. Force Majeure. Neither you nor we will be liable for delays or errors in processing or other nonperformance caused by such events outside our respective reasonable control such as, without limitation, fires, explosions, lightning, telecommunications, utility, or power failures, power surges, equipment failures, labor strife, riots, war, nonperformance of our respective vendors or suppliers, business risks, such as failures, unavailability, or disruptions of stock markets or currency exchange, acts of God, civil disturbances, inability to obtain parts or supplies or network access, fuel or energy shortages, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.

5.18. Independent Contractors. The parties are independent contractors, and nothing contained herein shall be deemed to create a relationship of employment, partnership, principal and agent, or joint venture between Merchant and WAAVE. Neither party shall have the power or authority to make any commitments, undertakings or agreements in the name of and/or on behalf of the other, whether verbal or written, and will not hold itself out as having any such power or authority.

5.19. Counterparts. This Agreement may be executed in any number of counterparts and each such executed counterpart will be deemed to be an original instrument, but all such executed counterparts together will constitute one and the same instrument. 

Startup Addendum

This addendum is hereby incorporated into the existing agreement between _______________________ and WAAVE as of _______________. This Addendum sets forth the terms and conditions specific to the Start Up program, including the 6-month lock period and the definition of a Start Up.

1. 6-Month Lock Period: The Company acknowledges and agrees to a 6-month lock period, starting from the date the Company opens an account with WAAVE.

2. Definition of a Start Up: For the purpose of the Start Up program, a Start Up is defined as a merchant with an annual processing volume under $50,000.

3. After successful completion of the Start Up program, we will provide you with a unique MID and remove any locking period from your agreement

Primary Processor and minimum volume expected

WAAVE is contracted to be your primary processor and outside of normal volume fluctuations we expect to process the volume declared as your monthly gross merchant volume. Any sharp decline in volume or delegating WAAVE’s MID to a secondary processor position may result in a MID termination and the implementation of a termination fee equal to the expected merchant discount gross revenue for the remainder of the original agreement term.

Initial: _______________

Exclusivity, Term and early termination Addemdum: If your account is subject to an exclusivity clause, you will keep WAAVE as your only payment processor at all times.

This would be noted in your Schedule A along with the term of your agreement. In case of an early termination request, WAAVE reserves the right to impose a termination fee up to the total value of the merchant discount rate gross revenue for the remainder of the canceled agreement.

Initial: _______________

ACH Addendum

This Addendum (the "Addendum") is entered into by and between __________________, referred to as the "Merchant," and WAAVE Inc, referred to as the "Company," collectively referred to as the "Parties," and forms an integral part of the existing agreement (the "Agreement") between the Parties.

1. Chargebacks and Associated Fees: The Merchant acknowledges and agrees that any chargebacks and fees associated with the Merchant's sales on the WAAVE network shall be the sole responsibility of the Merchant.

Initial: __________

2. Maintenance of Funded Checking Account: The Merchant agrees to maintain a funded and functional checking account on file with the Company. This checking account shall be utilized for payouts and any debits arising from the Merchant's operations. Additionally, the Merchant shall provide a backup payment method, such as a credit or debit card, to ensure continuous payment processing

Initial: __________

3. Authorization for Debit and Credit: The Merchant hereby authorizes the Company to debit and credit the bank account on file as necessary to maintain operations and fulfill financial obligations. This authorization includes, but is not limited to, the collection of fees, charges, and any other amounts owed to the Company under the Agreement.

Initial: _________

4. Utilization of Backup Payment Method: In the event that an Automated Clearing House (ACH) transaction fails for any reason, the Merchant authorizes the Company to utilize the backup payment method on file to recover fees or costs, even if the Merchant has terminated their association with the WAAVE network. This authorization remains valid for a minimum period of six (12) months following the Merchant's departure from the system.

Initial: ________

By signing below, the Parties acknowledge their understanding and agreement with the terms and conditions set forth in this Addendum, which shall be legally binding upon the Parties and shall be considered an integral part of the existing Agreement.

Signature:_______________________