Terms of Service

Last updated: June 1, 2025

These terms of service are an agreement (this "Agreement") between the entity accepting this Agreement ("Merchant") and Qira Inc and its subsidiary Globipay LLC, a Delaware company having its address at 49 West 45th Street, New York, NY 10036 ("Company"). At the end of this Agreement there is a glossary where the capitalized terms in this Agreement appear. Company Services are subject to this Agreement, so please read it carefully.

1. Services

The Services are a cloud-based payment system by which Company, Bank and Processor (as defined in Exhibit C) serve as an agent for Merchants to receive payments on their behalf. Company may also, where requested by a Merchant, perform other services on behalf of Merchant as per the terms hereof and the selections of the Merchant made through its Account.

2. Account

So long as Merchant is not in breach of this Agreement, Merchant shall be granted a unique and private Account accessible through the Service. The Account shall be a record of Merchant Transactions and Fees. Company shall provide Merchant with access codes for the Account. Merchant assumes full responsibility for the use of its Account and the access codes thereto and shall indemnify Company for any and all claims, losses or other liabilities arising therefrom. Except as required to deliver the Services or as otherwise required by law, Company shall not grant any third party access to the Account of Merchant

3. Prohibited Activities

It is forbidden for a Merchant to use the Services to, directly or indirectly, knowingly or unknowingly assist in any illegal activity or any Activity which is not related to rent payment or real estate services around his properties. All of the following Persons are prohibited from using the Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have been previously terminated for cause by Company or any of its Affiliates; and (iv) Persons who are not both domiciled and resident in the United States.

4. Application

On sign-up and throughout the term of this Agreement, Merchant shall supply, through the Application, and by such other means as Company may require, information concerning the Merchant, its Guarantor and principals. Merchant shall notify Company of any changes in such information.

5. Customers

Company is not party to the Merchant Relationship with Customer that necessitates the Transaction and Company shall have no obligations thereunder or in respect thereof. Merchant shall indemnify and hold harmless Company, Processor, Bank and their respective shareholders, directors, of officers and employees harmless from any and all claims, losses or other liabilities arising from or in relation to the Merchant Relationship or any Product, including any and all costs associated with the legal defense related to such claims. Each Transaction processed hereunder shall be a payment by Customer to Merchant that is received by Company, its Processor and Bank as agent on behalf of Merchant. Merchant hereby appoints Company, Processor and Bank as its agent for the purposes of receiving payment by Transactions on behalf of the Merchant from its Customers. Company shall have the right, but not the obligation, to issue Receipts to Customers of all Transaction funds received from them.

6. Company Regulatory Status

Company is not a bank, money transmitter or other money services business. Company Service is that of a payment processor, by which Company, Processor and Bank act on behalf of Merchants in the receipt of Transaction payments from Customers. Funds received by Company are not insured by Company or any third party, except the Federal Deposit Insurance Corporation, to the extent that an ordinary commercial bank account bene from its insurance. Company reserves the right to monitor use of the Service to ensure compliance with this Agreement and applicable laws. If Company determines that Merchant is not in compliance with this Agreement or applicable law, Company reserves the right to take appropriate action including, but not limited to suspending or terminating this Agreement or access to the Account. Bank, not Company, settles Transaction funds to Merchant. Company does not at any point hold, own or control funds in connection with the Services, nor does Company transmit money or monetary value. In connection with the Services, Company does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Customers and Merchants.

7. Merchant Release of Customer on Payment to Company

ON RECEIPT BY PROCESSOR OR BANK RECEIVING A TRANSACTION FUNDS FROM A CUSTOMER OR ITS ISSUING BANK OF THE MERCHANT, CUSTOMER IS THEREBY RELEASED FROM ANY LIABILITY TO THE MERCHANT IN RESPECT OF THE TRANSACTION FUNDS PAID. THE CUSTOMER OF THE MERCHANT IN EACH TRANSACTION IS NAMED AS A THIRD PARTY BENEFICIARY UNDER THIS AGREEMENT WITH THE MERCHANT SO THAT THE CUSTOMER CAN ENFORCE THE TERMS HEREOF AGAINST THE MERCHANT. NO DELAY IN PAYMENT BY COMPANY ON A GIVEN TRANSACTION AMOUNT TO MERCHANT, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION SEIZURE OF COMPANY ASSETS OR BANKRUPTCY OF COMPANY, SHALL SERVE TO DIMINISH THE FOREGOING OR ENTITLE MERCHANT TO COLLECT ANY AMOUNT FROM A CUSTOMER IN RESPECT OF WHICH A RECEIPT HAS BEEN ISSUED BY COMPANY.

Customer will be debited or charged by the Bank for each Transaction. The Merchant agrees that the Customer's obligation to the Merchant is treated as paid at the time of the release of Transaction information to Company and initiation of processing thereof by the Bank. After the initiation of processing by the Bank, Merchant agrees not to attempt to collect or otherwise seek payment from the Customer, because Merchant agrees Customer's obligation to the Merchant has been satisfied.

Transactions may be disputed at any time up to 90 days from the date of Transaction, regardless of state, by the Customer. Disputes resolved in favor of the Customer may result in reversal of the disputed Transaction, regardless of state. Company reserves the right to limit or restrict Transaction size or volume at any time.

8. Card Services

Subject to Merchant compliance with technical specifications prescribed by Company, Processor, Bank and the Rules, Merchant shall cause information concerning Card Transactions to be communicated to Payment Networks and Bank whereupon, Company shall cause Bank to acquire the funds related to such Transactions and settle such funds to Merchant. Merchant, however, remains exclusively responsible for data stored on its systems and those under its control.

Company makes no representation or guarantee with respect to Customer's Card having suficient available funds, that a Transaction will be authorized or processed, or that the Transaction will not later result in a chargeback or reversal.

Merchant is responsible for all acts and omissions of its employees and agents and shall cause all of them to perform in compliance with this Agreement.

9. ACH Transactions

If Merchant is not party to an agreement with a Processor designated by Company, and Company has activated ACH Transaction Services in the Account, then: (i) subject to the applicable Company Customer Terms, Merchant Relationship, Customer ACH Consent and instructions of Merchant provided in the Account hereunder, Company shall cause its processor to debit Customer Fees from the Customer DDA; and (ii) Company shall then cause Processor to settle such amounts, less applicable Fees, to the Deposit Account.

10. Credit Check Consent

In connection with Merchant procuring Services from Company, Merchant understands that one or more consumer reports as defined in the Federal Fair Credit Reporting Act as amended ("FCRA"), 15 U.S.C. 1681 and following, may be obtained by Company from consumer reporting agencies (each a "CRA"). Merchant (which term shall include its shareholders, officers and Guarantors in this consent) understands that this report may include information with respect to public record information, criminal records, motor vehicle operation history, education records, names and dates of previous employers, reason for termination of employment and work experience, and/or credit worthiness, capacity and standing, character, general reputation, personal characteristics, or mode of living, such information may be used to evaluate whether Merchant is an appropriate candidate for transacting with Company and this determination may be adverse to Merchant. The information obtained will not be provided to any parties other than to designated authorized representatives of Company. Merchant further understands that the CRA may not give out information about Merchant to Company without Merchant's written consent. Merchant hereby authorizes Company now, or at any time while it is party to an agreement with Company or otherwise engaged by Company, to obtain a consumer report on Merchant. This authorization does not include the release of Merchant's medical information. A copy, fax or scan of this consent shall be considered as effective and valid as the original. Merchant understands that in the event any adverse action is taken against Merchant based in whole or in part on the consumer report, Merchant shall be provided with the name of the CRA and a copy of the report as well as a description of Merchant's rights under the FCRA. On request, California, Minnesota and Oklahoma residents, can obtain a copy of any consumer credit report requested by Company. On request, New York residents can be informed if a consumer credit report has been requested on them by Company as well as the name of the agency providing the report. Merchant and its Guarantors have read and understand the above and authorize Company to perform the above investigations. Merchant must provide accurate and complete information. If Company cannot verify that this information is complete and accurate, Company may deny Merchant use of Company Service, or close Merchant Account.

11. Fees

Merchant shall pay Fees for the Services. Fees shall be paid to Company by offsets from Transaction fund settlements to the Designated Account, however, if there are insufficient Transaction funds to cover Fees, then Merchant shall pay the Fees no later than the fifth (5) day following the month during which they accrued.

12. Customer Fees

Company reserves the right to charge Customer Fees under Company Customer Terms. Despite, in some instances charging Customer Fees, at no time does Company take those fees for promising to deliver funds to Merchant or other money services business activity.

13. Direct Merchant Status

If Merchant have either (1) $1,000,000 or greater in charge volume in a rolling twelve month period, or (2) greater than $1,000,000 in American Express charge volume in any three consecutive months, Merchant shall be converted to a direct Card acceptance relationship with American Express and, upon conversion, Merchant will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by Merchant for American Express Card acceptance. Merchant shall be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if Merchant receives more than $1,000,000 in payments from Visa or MasterCard in a twelve-month period. Company enters into the Merchant Processing Agreement as an agent of the Processor. By agreement to this Agreement, Merchant also agrees to the terms and conditions of the Merchant Services Agreement, which constitutes a legal binding contract between Merchant, on the one hand, and VANTIV, LLC and its designated Bank, on the other hand. Merchant shall comply with the Rules, including those posted at the following sites and are incorporated herein by reference: usa.visa.com, www.mastercard.com, www.americanexpress.com and www.discover.com. Merchant agrees with the specific requirements of the American Express Merchant Regulations, US set out in Exhibit B and Exhibit 1 to this Agreement. We can provide Merchant with excerpted provisions of the ACH Rules upon Merchant request.

14. Transaction Authorizations

Bank shall hold, receive, disburse and settle Transaction funds on Merchant behalf. Where deemed necessary by Bank, Processor of Company, Bank may generate a paper draft or electronic funds transfer to process each Transaction. Subject to this Agreement, Merchant also authorizes Bank to debit or credit any payment card or other payment method Company accepts. Merchant authorizes Bank to initiate electronic ACH entries to the Deposit Account and to initiate adjustments for any Transactions credited or debited in error. Merchant agree to be bound by the ACH Rules, and Merchant agree that all ACH transactions that Merchant initiate will comply with all applicable law. Merchant's authorization will remain in full force and effect until Merchant notify Company that Merchant revoke it by contacting Company through the Account. Merchant understand that Company requires a reasonable time to act on Merchant revocation.

15. Merchant Transaction Disclosure and Rules

15.1 Merchant must not:

  1. require a Cardholder to complete a postcard or similar device that includes the Cardholder's Account Number, Card expiration date, signature, or any other Card account data in plain view when mailed;
  2. add any tax to Transactions, unless applicable law expressly requires that a Merchant be permitted to impose a tax. Any tax amount, if allowed, must be included in the Transaction amount and not collected separately;
  3. request or use Card account number for any purpose other than as payment for its goods or services;
  4. enter into interchange any Transaction for a Transaction that was previously charged back to the Bank and subsequently returned to the Merchant, irrespective of Cardholder approval. Merchant may pursue payment from the Customer outside the system of the Services;
  5. accept a Visa Consumer Credit Card or Commercial Visa Product, issues by a U.S. Issuer, to collect or refinance an existing debt;
  6. accept a Card to collect or refinance an existing debit that has been deemed uncollectable by the Merchant providing the associated goods or services; or
  7. enter into interchange a transaction that represents collection of a dishonored check.
  8. add a surcharge to Card transactions, except as expressly permitted by, and in full compliance with, the Rules.

15.2. A Merchant may set a minimum transaction amount to accept a Card that provides access to a credit account, under the following conditions:

  • The minimum transaction amount does not differentiate between Issuers; and
  • The minimum transaction amount does not differentiate between Mastercard and another acceptance brand; and
  • The minimum transaction amount does not exceed USD 10 (or any higher amount established by the Federal Reserve by regulation)

15.3 Merchant may set a maximum transaction amount to accept a Card that provides access to a credit account, under the following conditions:

  • The Merchant
    • Is a department, agency or instrumentality of the U.S. Government; or
    • Is a corporation owned or controlled by the U.S. Government; or
    • Is a Merchant whose primary business is reflected by one of the following MCCs:
      • MCC 8220 – Colleges, Universities, Professional Schools, Junior Colleges; or
      • MCC 8244 – Schools, Business and Secretarial; or
      • MCC 8249 – Schools, Trade and Vocational; and
  • The maximum transaction amount does not differentiate between Issuers; and
  • The maximum Transaction amount does not differentiate between Mastercard and another acceptance brand.

15.4 Merchant must not disburse funds in the form of cash unless:

  • Merchant is participating in full compliance with a program supported by an Association for such cash disbursements.
  • Merchant is dispensing funds in the form of travelers cheques, TravelMoney, or similarly authorized cards, or foreign currency. In this case, the transaction amount is limited to the value of the travelers cheques, TravelMoney, or similarly authorized Card, or foreign currency, plus any commission or fee properly charged by the Merchant.

15.5 Merchant must not enter into interchange a Transaction that represents the refinancing or transfer of an existing obligation of a Cardholder to a Person that is not the Issuer of the Cardholder's Card.

15.6 When a Card is used, Merchant must not accept payment from the Cardholder for a Transaction in the form of:

  • a check, money order, traveler's check, or other manual method; or
  • a Card, account number, PIN, or other payment credentials associated with an account that is not the Cardholder's account or that the Cardholder is not authorized to use.

15.7 If Merchant accept a Card for a Transaction, Merchant must not:

  • submit the Transaction to interchange more than once, except for legitimate purposes such as to reverse a Transaction previously submitted in error or collect funds in accordance with a legal order; or
  • accept a Card from another Merchant to clear a Transaction between Merchants (for example, an "on-us" check, except as permitted by the Rules).

15.8 If Merchant accept a Card for a Transaction, Merchant must not:

  • require the Cardholder to waive the right to dispute the Transaction; or
  • for any reason refuse to enter into a valid Transaction.

15.9 If Merchant accepts a debit Card or a prepaid Card as payment for a Transaction, Merchant must not:

  • require, or indicate that it prefers, that the Cardholder use a credit Card instead of a debit Card or a prepaid Card; or
  • indicate to the Cardholder that it prefers that the Cardholder pay in cash or by check instead of using a debit Card or prepaid Card; or
  • discourage the Cardholder from using a debit Card or prepaid Card to pay for a Transaction by:
    1. expressing a preference for another Card Product or another form of payment;
    2. using words, color, or location in the Merchant's premises to indicate that debit Cards or prepaid Cards are unwelcome; or
    3. engaging in any other similar action or statement.
  • add a fee to a Transaction that a Cardholder has elected to pay using a debit Card or a prepaid Card, except as expressly permitted by, and in full compliance with, the Rules.

15.10 Merchant must not sell or exchange Account Numbers, Transaction data, or Cardholder information obtained from Transactions, or use such data or information for any purpose other than fulfilling obligations in connection with Transactions.

15.11 Merchant must not:

  • accept a Card for a Transaction in a country other than the country where the Merchant is located; or
  • enter into interchange a Transaction that represents collection of a dishonored check; or
  • split a single Transaction into two or more Transactions to avoid, or attempt to avoid, any of the limits or requirements under the Rules or applicable law.

15.12 If Merchant accept a Card as payment, Merchant must:

  • provide the Cardholder with a copy of the Transaction receipt. Merchant must not provide the Cardholder with a Transaction receipt that includes a blank signature line, the phrase "See ID," or another term or phrase that attempts to circumvent the requirement that the Merchant obtain the Cardholder's signature on the Transaction receipt (if applicable).
  • except for Transactions at CAT Terminals, if Merchant is unable to provide the Cardholder with a Transaction receipt, provide the Cardholder with the ability to request a copy of the Transaction receipt for at least 180 days from the date of the Transaction; and
  • not accept the Card for a Transaction if Merchant has actual knowledge at the time that the Cardholder's account or the Card has been reported lost or stolen, or otherwise compromised.

15.13 Merchant must not:

  • establish minimum Transaction amounts as a condition for honoring a Card, except as expressly permitted by, and in full compliance with, the Rules; or
  • charge a Cardholder's account for a refund or credit Transaction instead of using a credit or void Transaction.

15.14 A Merchant must provide complete and accurate information to Cardholder on the Transaction receipt, including:

  • the Merchant name and/or location in a manner consistent with the name and/or location in which the Merchant is identified in the Cardholder's billing statement;
  • the Transaction date;
  • the Transaction amount;
  • for CAT Terminal Transactions, a brief description of the goods or services;
  • the Card truncation information;
  • the Transaction authorization code; and
  • if required, the Cardholder's signature.

16. Representations and Warranties

16.1 The Merchant, and any Guarantor represent and warrant that (i) the execution, delivery and performance of this Agreement does not and will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order or decree or any agreement or instrument to which the Merchant is a party or by which it is bound; (ii) all information supplied to the Company is true and accurate in all respects; (iii) the Merchant will not engage in any deceptive, unfair, or predatory practices toward Cardholders; (iv) the Merchant will not charge Cardholders, except as expressly permitted by the Rules, and the Merchant will comply with the Truth in Lending Act and all other applicable laws.

16.2 The Merchant shall comply with all the Merchant Services Agreement.

16.3 The Merchant represents and warrants that, at the time it enters into a Transaction: (a) it is not aware that the Card or Cardholder's account is lost, stolen, damaged, invalid, counterfeit, restricted or otherwise compromised, or that the Cardholder's account has been closed or suspended for any reason; (b) the Transaction is not the result of collusion or other fraudulent scheme between the Merchant and the Cardholder; (c) the Transaction is authorized by the Cardholder; (d) the Transaction is a bona fide transaction for goods or services, as applicable, sold or leased by the Merchant to the Cardholder at a Merchant location identified to the Issuer for purposes of acceptance of the Card; and (e) if the Transaction is a Card-not-present Transaction, it is processed in accordance with the applicable Association's requirements for Card-not-present Transactions.

16.4 The Merchant agrees that: (a) it has read and understands this Agreement and will comply with all requirements of this Agreement; (b) it will comply with all applicable requirements of the Rules and will keep itself informed of the current requirements of the Rules; (c) the Transaction is not unlawful; and (d) neither the Merchant nor the Cardholder are engaged in any activity that would constitute a criminal offense.

17. Chargebacks

17.1 A Chargeback is the reversal of a Transaction that a Merchant previously received. A Chargeback occurs when a Customer disputes a Transaction directly with the Card Issuer. A Customer may initiate a Chargeback when the Merchant has not delivered the goods or services promised, the goods or services are defective, the Cardholder never authorized the Transaction, or other similar situations. The Rules allow Card Issuers to charge back a Transaction for various reasons. A Transaction may be charged back because: (a) the Cardholder disputes a Transaction; (b) proper acceptance procedures were not followed; (c) the Transaction was processed incorrectly; or (d) the Customer claims fraud or unauthorized use. If a Chargeback occurs, Merchant is responsible for repaying the Transaction amount to the Bank. In the event of a Chargeback, Company may debit the Merchant's Deposit Account for the amount of the Chargeback. If the Deposit Account has insufficient funds, Merchant shall pay the amount of the Chargeback and applicable Chargeback Fees to the Bank.

17.2 Merchant shall not attempt to re-charge a Cardholder whose Transaction has been charged back. Merchant may not, without Cardholder consent, attempt to collect payment for a Transaction that has been charged back.

17.3 Merchant shall immediately notify Company if Merchant becomes aware of any situation that could result in a Chargeback. Merchant shall also notify Company of any significant change in Merchant's business or financial condition.

17.4 Chargebacks can occur at any time after the date of the Transaction, and Merchant remains responsible for all Chargebacks, regardless of when they occur.

18. Company may refuse a Transaction

Company may refuse to process any Transaction for any reason, including but not limited to: (a) the Transaction appears to be fraudulent or unauthorized; (b) the Transaction violates any of the Rules or this Agreement; (c) the Transaction exceeds any limit set by Company, the Bank or the Processor; (d) the Customer's Card has been reported lost or stolen; or (e) the Transaction would cause Merchant to exceed any risk threshold established by Company.

19. Funds Settlement

19.1 Company shall credit the Deposit Account for the Transaction funds less applicable Fees and Chargebacks, if any, within such time frame as is set out in the Account, in accordance with the instructions of Merchant. Company shall provide a detailed statement of all Transactions and fees through the Account. If there are insufficient funds to cover Fees or Chargebacks, Merchant shall reimburse Company within five (5) Business Days of Company's request.

19.2 If Merchant has not received settlement of funds within a reasonable time after the expected settlement date, Merchant shall notify Company. Company will investigate the delay and take appropriate action.

19.3 If Merchant fails to maintain accurate Deposit Account information, Company shall not be responsible for any delays or losses resulting therefrom.

20. Termination

20.1 This Agreement shall commence on the date Merchant accepts this Agreement and shall continue until terminated by either party in accordance with this section.

20.2 Either party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other party.

20.3 Company may immediately suspend or terminate this Agreement and Merchant's access to the Services if: (a) Merchant breaches this Agreement; (b) Merchant engages in fraudulent or illegal activity; (c) Merchant's chargeback rate exceeds industry standards; (d) Merchant poses an unacceptable risk to Company, the Bank or the Processor; or (e) required by law or regulation.

20.4 Upon termination, Merchant shall immediately cease using the Services. All Fees and Chargebacks accrued prior to termination shall remain due and payable. Merchant's obligation to indemnify Company shall survive termination.

21. Intellectual Property

21.1 All intellectual property rights in and to the Services, including but not limited to software, trademarks, logos, and service marks, are owned by Company or its licensors. Merchant is granted a limited, non-exclusive, non-transferable license to use the Services during the term of this Agreement.

21.2 Merchant shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services. Merchant shall not modify, adapt, translate, or create derivative works based on the Services.

21.3 Merchant retains all rights to its own intellectual property, including its trademarks, logos, and service marks. Nothing in this Agreement shall be construed as granting Company any rights to Merchant's intellectual property except as necessary to provide the Services.

22. Confidentiality

22.1 Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

22.2 Each party may disclose Confidential Information to its employees, agents, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

22.3 The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years.

23. Limitation of Liability

23.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, PROCESSOR, BANK OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

23.2 COMPANY'S TOTAL CUMULATIVE LIABILITY TO MERCHANT FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY MERCHANT TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

23.3 THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

24. Indemnification

24.1 Merchant shall indemnify, defend, and hold harmless Company, Processor, Bank, and their respective officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) Merchant's breach of this Agreement; (b) Merchant's use of the Services; (c) any Transaction processed through the Services; (d) Merchant's negligence or willful misconduct; (e) any claim by a Customer or third party relating to Merchant's products or services; or (f) any violation of applicable law by Merchant.

24.2 Company shall indemnify, defend, and hold harmless Merchant from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising solely from Company's gross negligence or willful misconduct in providing the Services.

24.3 The indemnifying party shall have the right to control the defense and settlement of any claim subject to indemnification. The indemnified party shall cooperate in the defense at the indemnifying party's expense.

25. Dispute Resolution

25.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, termination, or validity thereof, shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association ("AAA").

25.2 The arbitration shall be conducted in the English language in New York, New York, before a single arbitrator. The arbitrator shall have authority to grant any remedy or relief that would be available in a court of law or equity.

25.3 The arbitrator's decision shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, except that the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees from the non- prevailing party.

25.4 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the arbitration.

26. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in New York, New York for any matters not subject to arbitration.

27. Miscellaneous

27.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

27.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

27.3 Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

27.4 All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice.

27.5 The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

27.6 The headings in this Agreement are for convenience only and shall not affect its interpretation.

Exhibit A – Merchant Services Agreement

By accepting this Agreement, Merchant agrees to be bound by the terms and conditions of the Merchant Services Agreement between Merchant, VANTIV, LLC, and its designated Bank. The Merchant Services Agreement sets forth the terms governing Card acceptance, processing, and settlement.

Exhibit B – American Express Merchant Regulations

By accepting this Agreement, Merchant agrees to comply with the American Express Merchant Regulations, US, as published at www.americanexpress.com and as may be amended from time to time. Merchant shall review these regulations periodically to ensure ongoing compliance.

Exhibit C – Definitions

Account means the unique and private account accessible through the Service.

Activity means any activity conducted by Merchant using the Services.

Bank means the financial institution that settles Transaction funds.

Card means any payment card, including credit, debit, or prepaid cards.

Chargeback means the reversal of a Transaction.

Company means Qira Inc and Globipay LLC.

Customer means the person or entity making a payment to Merchant.

Customer DDA means the Customer's demand deposit account.

Customer Fees means fees charged to Customers under Company Customer Terms.

Deposit Account means the bank account designated by Merchant for settlement of funds.

Fees means the fees payable by Merchant for the Services.

Merchant means the entity accepting this Agreement.

Processor means the payment processor designated by Company.

Product means any product or service offered by Merchant.

Rules means the rules, regulations, and operating guidelines of the Payment Networks.

Service means the cloud-based payment system provided by Company.

Transaction means a payment transaction processed through the Services.