Merchant Services Additional Terms

These Merchant Services Additional Terms (these “Merchant Services Terms”) are effective as of the Effective Date and set forth legally binding terms between the customer receiving the Merchant Services (“Customer”) pursuant to an applicable Order Form and Suppli, Inc. (“Suppli”). By entering into an Order Form, Customer also agrees to be bound by the Suppli Terms and Conditions, provided at https://www.gosuppli.com/enterprise-subscription-terms-and-conditions  (the “T&Cs”), and its terms are hereby incorporated by reference (together with these Merchant Services Terms and any applicable Order Form, this “Agreement”).

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All capitalized terms used but not defined herein may have the meanings assigned to them in your Order Form or the T&Cs, as applicable. We may, at our discretion, update these Merchant Services Terms at any time. You can access and review the most current version of these Merchant Services Terms at the URL for this page.

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In the event of a conflict between the terms in an Order Form, the T&Cs, and these Merchant Services Terms, the order of precedence shall be as follows: (i) these Merchant Services Terms; (ii) the terms in the Order Form shall control with respect the Services provided under such Order Form; (iii) the T&Cs.

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The parties agree as follows:

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1. CUSTOMER OBLIGATIONS.

a. License Grant Obligations.  Customer’s use of the Suppli Services and the license granted in Section 2 of the T&Cs is subject to and conditioned on (i) Customer’s execution of the Merchant Application and Agreement with Clearent, LLC (“Clearent”) and the Member Bank (as defined therein), provided at Clearent Agreement (as may be amended from time to time), and Customer’s execution of the Automated Clearing House Processing Agreement with Straddle, Inc. (“Straddle”), provided at Straddle Agreement (as may be amended from time to time) (the agreements with Clearent and Straddle as referenced in this subsection (i) are collectively referred to herein as the “Merchant Agreements”) and (ii) Customer’s participation in a training on compliance with, and Suppli’s determination of Customer’s capability to use and operate, the functions and services which Clearent, Member Bank and/or Straddle may provide to Customer under the Merchant Agreements (the “Merchant Services”). For the avoidance of doubt, if Customer terminates the Merchant Agreements, this Agreement and the licenses granted hereunder (including under Section 2 of the T&Cs) shall automatically terminate upon the effective date of such termination of the Merchant Agreements.

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‍b. Customer Notification and Audit Obligations. Customer must immediately notify Suppli in writing of any material adverse information relating to Customer that Customer discovers or is made aware of, including information regarding: (i) Customer’s financial condition, (ii) Customer’s use of credit or debit cards, or any other valid payment card accepted by Customer under the Merchant Agreements, for any purpose other than payment for the bona fide sale of goods and services, (iii) changes in Customer’s method of doing business or types of goods or services, and (iv) any other information relating to Customer that would have a material effect on Customer’s ability to comply with the terms of the Merchant Agreements. Customer shall, at Suppli’s request, furnish to Clearent, Member Bank and/or Straddle, any financial and other information as Clearent, Member Bank and/or Straddle may from time to time request. Customer shall allow Suppli to visit and inspect its physical premises as reasonably requested by Suppli.

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2. FEES.

a. Service Fees. Customer shall pay to Suppli the amounts equivalent to amounts owed by Suppli to Clearent and/or Straddle with respect to fees which are not collected from Customer by Clearent and/or Straddle and/or any and all unpaid fees, charges or any other types of losses (up to the extent compensation is due and payable to Suppli in connection with Customer’s relationship with Clearent and/or Straddle), plus any and all amounts incurred by Suppli in calculating and collecting such amounts from Customer, which shall be billed on a quarterly basis within thirty (30) days of the end of each fiscal quarter (collectively, the “Merchant Services Fees”). Customer represents and warrants that it shall fully and timely pay any and all fees due to Clearent, Member Bank and/or Straddle under the Merchant Agreements, including as set forth in the applicable Order Form and as may be amended from time to time pursuant to the terms of the Merchant Agreements.

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3. WARRANTY.

Customer represents and warrants that (i) it has full right, power, and authority to enter into the Merchant Agreements and to perform its obligations and duties, in each case, thereunder, (ii) that it has and shall continue to have, the equipment and related supplies necessary to utilize the Merchant Services, and (iii) that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of Customer or any judgment, order, or decree by which Customer is bound.

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4. INDEMNIFICATION.

a. Claims Against Suppli. In additional to Customer’s indemnification obligations found elsewhere in this Agreement, Customer will defend, at its own expense, and hold Suppli, its subsidiaries, affiliates and each of their shareholders, officers, agents, employees, contractors and directors, harmless against any claim, suit or action against Suppli brought by a third party to the extent that such claim, suit or action arises from the Merchant Agreements (a “Suppli Claim”), and Customer will indemnify Suppli harmless from liability incurred by Suppli that is specifically attributable to such Suppli Claim or those costs and damages agreed to in a monetary settlement of such Suppli Claim.  

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b. Third Party Gateway Provider. If Suppli offers Customer the products and services of a third party gateway provider (“Third Party Gateway Provider”), Customer will defend, at its own expense, and hold Suppli, its subsidiaries, affiliates and each of their shareholders, officers, agents, employees, contractors and directors, harmless against any claim, suit or action against Suppli brought by a third party, including Clearent, Member Bank, Straddle, and/or Customer’s customers, to the extent that such claim, suit or action arises from: (i) Customer’s use of the Third Party Gateway Providers’ products or services; and (ii) Customer’s failure to use the Third Party Gateway Provider’s fraud prevention tools (each of (i) and (ii) shall be included in the definition of “Suppli Claim,” as applicable).

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5. GENERAL.

For the avoidance of doubt, all applicable terms and conditions of the T&Cs are incorporated herein by reference, including without limitation, terms related to confidential information, indemnification, arbitration, limitations of liability, representations and warranties, assignment, governing law, and restrictions on use of the Services.

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