1. Introduction

By using the Payment Processing Services, you agree to comply with these Payment Processing Terms of Service (“Payment Processing Terms”), which are made a part of and governed by the terms of the Main Services Agreement (“MSA”). Certain definitions used in these Payment Processing Terms can be found in Section 34, and capitalized terms used but not defined in these Payment Processing Terms have the meaning set out in the MSA. If there is a conflict between a term in the MSA and these Payment Processing Terms, these Payment Processing Terms will prevail with respect to the provision and use of the Payment Processing Services.

These Payment Processing Terms may be updated by Boulevard from time to time upon reasonable notice, which may be provided via the Customer’s Account, email, or by posting an updated version of these Payment Processing Terms at https://www.joinblvd.com/legal/payment-processing-terms.

Boulevard will not be required to provide you with Payment Processing Services until you have been approved and accepted by Boulevard to receive such services. Boulevard only provides Payment Processing Services to businesses based in the United States.

2. Our Role

Boulevard is a payment facilitator. Our Payment Processing Services allow you to accept and manage Card payments from your Clients for the payment of your goods and services. We are not a bank, money transmitter, or money services business. We do not offer banking services, accept deposits, provide loans, or extend credit. Boulevard is entering into these Payment Processing Terms on behalf of and as an agent of the Payment Acquirer (as defined in Section 34.12) or Third Party Payment Processor (as defined in Section 34.20). You acknowledge that the Payment Acquirer or Third Party Payment Processor, not Boulevard, settles Transaction (as defined in Section 34.21) funds to Customer. Boulevard does not receive, take possession of, or hold any funds for transmission, and it does not own funds in connection with our Payment Processing Services (as defined in Section 34.14). Boulevard may add or remove Payment Networks and Payment Acquirers and Third Party Payment Processors at any time. Customer’s continuing use of the Payment Processing Services constitutes Customer’s consent and agreement to such additions and removals.

3. Payment Methods

The payment methods permitted hereunder are limited to credit, signature debit, prepaid, and gift cards bearing the trademarks of American Express Travel Related Services Company, Inc. (“American Express”), DFS Services, LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”). Customer’s use of a payment method may be subject to separate terms applicable to the payment method, and Customer must agree to such terms before using the applicable payment method.

4. High Volume Merchants

To provide Payment Processing Services, Boulevard must enter into agreements with Payment Networks (as defined in Section 34.13), Payment Acquirers (as defined in Section 34.12), and Third Party Payment Processors (as defined in Section 34.20), as applicable. The Payment Networks require that any Customer processing more than Payment Network specified amounts of Card sales enter into an agreement directly with Boulevard’s Payment Acquirer. By agreeing to these Payment Processing Terms, Customer also agrees to the terms and conditions of the applicable “Commercial Entity Agreement” which can be found here. Such Commercial Entity Agreement will be effective as of the date Customer processes such specified amounts or as otherwise required by Boulevard’s Payment Acquirer. If Customer fails to agree to the Commercial Entity Agreement terms, Boulevard may be required to suspend or terminate the Payment Processing Services or the Customer Account. Similarly, if American Express considers Customer to be a high value customer, it may require Customer to maintain its agreement directly with American Express and designate Boulevard or Boulevard’s Payment Acquirer as Customer’s agent for American Express payments. If that is the case, Boulevard will notify Customer of such a requirement.

5. Fees and Taxes

5.1. You agree to pay the applicable Fees for Payment Processing Services as listed in your Order, Application, or otherwise described in these Payment Processing Terms or the MSA. We reserve the right to change the Fees pursuant to Section 4.4 of the MSA.

5.2. Customer is responsible for determining what, if any, taxes apply to the sale of Customer’s goods and services and or the payments Customer receives via the Payment Processing Services and the Platform, and Customer is responsible for assessing, collecting, reporting, or remitting the correct tax to the proper tax authority. Boulevard specifically disclaims any liability for taxes. Customer acknowledges that Boulevard may make certain reports to tax authorities (including 1099 forms) regarding Customer and Customer’s use of the Payment Processing Services.

6. Exclusivity & Minimum Processing

Unless authorized in writing by Boulevard, you will not use any payment processing services other than the Payment Processing Services. In addition, except as authorized in writing by Boulevard, Customer acknowledges and agrees that Customer is subject to an Inactivity Fee, (as listed in your Order, Application, or otherwise described in these Payment Processing Terms or the MSA) which will be assessed in the event Customer fails to meet required payment processing minimums.

7. Applicable Laws and Network Rules

Each Party will comply with all applicable law and Network Rules (as defined in Section 34.11) in connection with its obligations in these Payment Processing Terms. In the event of any inconsistency between these Payment Processing Terms and the Network Rules, the Network Rules will govern. Customer can review the Network Rules, which are available via the applicable payment card operators; we’ve provided links to these Rules in Section 34.11. The Payment Networks may amend the Network Rules at any time without notice to Customer, and Boulevard reserves the right to change the Payment Processing Services at any time to comply with the Network Rules.

8. Gift Card Services

Boulevard may provide Customer with access to certain gift card services to support the issuance and management of gift cards and e-gift cards to its Clients. Gift cards sold by Customer are only available for redemption at Customer’s business. Customer agrees to pay Fees on each issuance of a gift card, as well as any fees associated with the ordering, printing, and shipping of gift cards. Boulevard does not assess a fee on the redemption of a gift card and Customer may not assess or impose any fees or charges on the issuance, maintenance, or redemption of gift cards. The maximum value of any gift card is $1,000. Unless Customer receives pre-approval by emailing Boulevard Support at support@blvd.co, Customer will not be permitted to issue more than $5,000 in gift cards to any single person in any one day. Customer may not impose an expiration date on gift cards and any unused balance of a gift card must remain available to the holder of the gift card until fully redeemed, even if Customer’s Customer Account is closed, suspended, or terminated. All gift cards and the funds associated with gift cards are Customer’s sole property. Any liability for the use or misuse of Customer’s gift cards, and any third-party claims arising from or relating to Customer’s gift cards, are Customer’s sole responsibility. Laws and regulations that apply to gift cards vary based on region, and Customer is solely responsible for compliance with all laws that apply to Customer’s gift cards, including notice and disclosure requirements, expiration dates and fees, refunds, unclaimed property, or escheat requirements (such as tracking, reporting, and remittance of unclaimed property balances in all states), and customer service for the purchasers and holders of Customer’s gift cards.

9. Honor All Cards

Customer will accept all valid Cards (as defined in Section 34.4) when properly presented by Cardholders (as defined in Section 34.5) in payment for goods and services, subject to applicable Network Rules (as defined in Section 34.11). Customer must maintain a policy and engage in an acceptance practice that does not discriminate among Cardholders seeking to make purchases with a Card (versus some other means of payment accepted by Customer) and that does not discourage the use of a Card in favor of any other Card acceptance brand. If Customer requires Cardholders to pay a surcharge (meaning any fee charged in connection with a Transaction that is not charged if another payment method is used), Customer must comply with all applicable law and the Network Rules. Other than as expressly permitted by applicable law and the Network Rules, Customer must not add any amount over the advertised or normal price to a Transaction (as defined in Section 34.21). This prohibition includes, except where permitted, convenience fees (meaning fees charged by Customer for a bona fide convenience to the Cardholder that is not charged solely for the acceptance of the Card, such as using a payment channel outside of Customer’s customary payment channel), service fees (meaning fees assessed to a Cardholder that uses a Card to pay for goods and services in a permitted merchant category), any part of a merchant discount fee (meaning any fee Customer pays to Boulevard for the Payment Processing Services), or any contemporaneous finance charge in connection with a Transaction. Customer may provide a discount to its Clients for cash payments; however, the discount must be given as a reduction from the standard price unless otherwise permitted by the Network Rules and applicable law. Customer must not require, or indicate that it requires, a minimum or maximum Transaction amount to accept a valid and properly presented Card unless otherwise permitted by the Network Rules and applicable law.

10. Card Acceptance

Customer will follow the steps provided by Boulevard for accepting Cards in its Documentation and these Payment Processing Terms (including this Section 10), and will: (i) determine in good faith and to the best of its ability that the Card is valid on its face; (ii) obtain an Authorization (as defined in Section 34.3); and (iii) deliver a true and completed copy of the Transaction Record (as defined in Section 34.22) to the Cardholder at the time the goods are delivered or services performed where applicable, or, if the Transaction Record is prepared by a POS Device, at the time of the sale. For all Transactions (as defined in Section 34.21), including Card Not Present or Card On-File (“CNP”) Transactions: (iv) Customer may accept Cards only at locations that are within Payment Acquirer’s (as defined in Section 34.12) or Third Party Payment Processor’s (as defined in Section 34.20) permitted area; (v) Customer must prominently and clearly disclose to Cardholder, at all points of interaction, (vi) Customer’s name so that Cardholder can easily distinguish Customer from any other party (such as a supplier of products or services to Customer); and (vii) Customer’s location (physical address), which must be disclosed before Cardholder is prompted to provide Card information. Customer’s name and country location, as disclosed to Cardholder at the point of interaction and on Transaction receipts, must be the same as what is provided in Authorization and clearing Transaction messages. Customer must be identified in Authorization and clearing Transaction messages with the Merchant Category Code (MCC) that accurately reflects the primary business of Customer.

11. CNP Transactions.

11.1. Customer understands that CNP Transactions have a higher risk of Chargeback (as defined in Section 34.7) and Customer assumes all risk associated with accepting CNP Transactions. Additionally, Customers approved for CNP Transactions must fulfill the following requirements:

(a) Operating Requirements. Customer must:

(i) conduct business activity and operations directly related to CNP Transactions in the United States and have a permanent establishment through which such Transactions are completed in the United States. By way of example and not limitation, a post office box address, the location at which a server is stored, the address of a warehouse having no business-related functions, the Uniform Resource Locator (URL) of a website, or address of the Customer’s law firm, vendor, or agent does not satisfy this requirement. In the absence of a permanent establishment, if Customer provides only digital goods, then Customer’s principals must work in the United States;

(ii) hold all necessary permits required under applicable law to conduct its business activity and operations in the United States as a domestic entity;

(iii) have a United States address for correspondence and judicial process. A post office box or mail-forwarding address does not meet this requirement;

(iv) comply with United States federal, state, and local tax laws and regulations and pay income taxes on profits attributable to Transactions in the United States; and

(v) except as otherwise permitted by United States consumer law, Customer’s sale and transaction terms and conditions will state that Customer, as the contractual counterparty to the consumer, is subject to the laws and courts of the United States.

(b) CNP Transaction Record Data Requirements. The CNP Transaction Record to be delivered to a Cardholder by Customer must include the following:

(i) Customer’s location and a recognizable name for Customer such as:

1. Customer doing business as (“dba”),

2. Customer Universal Resource Locator (“URL”), or

3. Customer name used in the Transaction Record; Customer’s location and name must be the same as what was disclosed to the Cardholder at the point of interaction.

(ii) Customer’s customer service number(s) for goods or services delivered domestically or internationally;

(iii) the terms and conditions of restricted sales; and

(iv) if offered, the exact date a free trial period ends.

(c) Website Requirements for CNP Customers. A website operated by a CNP Customer must contain all of the following information prominently and clearly disclosed to the Cardholder at all points of interaction:

(i) the name of Customer, so that the Cardholder can easily distinguish Customer from any other party, such as a supplier of products or services to Customer;

(ii) complete description of the products or services offered by Customer;

(iii) return merchandise and refund policy, which includes the communication of the return policy during the order process and the requirement that the Cardholder must be allowed to select a “click to accept” option or other affirmative button to acknowledge the policy;

(iv) terms and conditions of sale;

(v) Customer service contact including e-mail address or telephone number;

(vi) Transaction currency;

(vii) export or legal restrictions;

(viii) delivery policy;

(ix) consumer data privacy policy;

(x) the security method offered for transmission of payment data such as Secure Sockets Layer or 3-D Secure; and

(xi) Customer’s permanent location (full physical address) to enable the Cardholder to easily determine, among other things, whether the Transaction will be a domestic (United States) Transaction or a cross-border Transaction. Customer location must be disclosed before the Cardholder is prompted to provide Card information.

12. Installment Transactions, Partial Payments, and Recurring Payments.

12.1. Boulevard’s Platform provides an interface to use the Payment Processing Services. The Platform can also assist with the management of Recurring Payments (as defined in Section 34.18). It is Customer’s responsibility to comply with all Network Rules (as defined in Section 34.11) related to Recurring Payments. If Customer processes installment Transactions, partial or full prepayments or Recurring Payments using stored Card credentials (commonly referred to as “Card on File”), Customer must obtain Cardholder consent. When Customer captures Card credentials for the first time, Customer will obtain an agreement with Cardholder that contains all of the following:

(a) a truncated version of the stored Card credentials such as the last four (4) digits of the Card number;

(b) a description of how the stored credentials will be used;

(c) how the Cardholder will be notified of any changes in the agreement; and

(d) the expiration date of the agreement, if applicable.

12.2. Prior to processing an installment Transaction or Recurring Payment, Customer must obtain Cardholder’s express consent to an agreement that contains:

(a) the Transaction amount and currency (including charges and taxes if applicable) or a description of how the Transaction amount will be determined;

(b) refund and cancellation policies; and

(c) location of the Customer outlet.

For installment Transactions, the agreement must also contain (i) the total purchase price, and (ii) the terms of future payments including the currency, dates, and amounts. For Recurring Payments, the agreement must also contain the fixed dates or intervals on which the Transactions will be processed.

When capturing stored credentials for the first time, Customer will either (i) where payment is due, submit an Authorization request, or (ii) if payment is not then due, submit a Card account verification. If the initial Authorization request or Card account verification is not approved, Customer will not store the Cardholder’s credentials. If Cardholder initiates a Transaction using a stored Card credential, Customer must validate Cardholder’s identity (such as by use of a login ID and password) before processing each Transaction.

12.3. For any installment Transaction all of the following apply:

(a) Customer will not process an initial installment Transaction until the goods or services have been provided to Cardholder;

(b) if an Authorization request for a subsequent payment is declined, Customer will notify Cardholder in writing and permit Cardholder at least seven (7) days to pay by other means;

(c) Customer will provide a simple cancellation procedure;

(d) if the order was initially placed online, all of the CNP requirements must be met;

(e) Customer will not complete a Transaction (i) beyond the duration expressly agreed to by Cardholder, (ii) if Cardholder requests a change in payment method, (iii) if Cardholder cancels according to the agreed cancellation policy, or (iv) if Customer does not receive Authorization; and

(f) if Cardholder cancels in accordance with the cancellation policy, Customer will provide Cardholder with the following within three (3) business days, (i) cancellation or refund confirmation in writing, and (ii) a Credit voucher for the amount specified in the cancellation policy. If Customer did not comply with the term of the sale or service, Customer will refund the full amount paid.

13. Additional Limitations on Transactions

Customer will not submit any Transaction: (i) that adds any tax to the Transaction unless expressly required by applicable law (and any tax must be included in the Transaction amount and not collected separately); (ii) that represents the refinancing or transfer of an existing Cardholder obligation that is deemed to be uncollectible; (iii) that arises from the dishonor of a Cardholder’s personal check or from the acceptance of a Card at a terminal that dispenses scrip; (iv) that Customer knows or should have known to be fraudulent, illegal or not authorized by the Cardholder, or that it knows or should have known to be authorized by a Cardholder colluding with Customer for a fraudulent or illegal purpose; (v) until after the goods are shipped or services performed, as applicable, unless Customer has obtained Cardholder consent for a Recurring Payment Transaction; (vi) where a valid Authorization was required but not obtained; (vii) where multiple Authorizations for amounts less than the total sale amount have been obtained; (viii) which results in a disbursement of cash or cash equivalent to a Cardholder; (ix) that may damage the goodwill of Boulevard or any of the Payment Networks or reflect negatively on the Payment Networks’ Marks or Boulevard’s trademarks, service marks or tradenames, all as determined by Boulevard; (x) for the sale of a product or service (including an image) which is patently offensive and lacks serious artistic value or for any other product or service that a Payment Network deems unacceptable to sell in connection with its Mark; (xi) if Customer has previously sent the same Transaction to another acquiring bank and that acquiring bank has declined to process the Transaction; (xii) that has failed address verification; (xiii) that is already subject to a partial refund under these Payment Processing Terms or otherwise; or (xiv) is in violation of Boulevard’s Acceptable Use Policy. Customer will not: (a) mislead any Cardholder into believing that their Transaction is being processed on one Card when it is actually being processed on another Card; (b) use the Payment Processing Services for illegal purposes, in violation of Boulevard’s Acceptable Use Policy, or to interfere with or disrupt other users of the Payment Processing Services; (c) use any Card other than for the sole purpose of completing a bona fide Transaction with a bond fide Cardholder; or (d) reproduce or use a Cardholder’s signature for any purpose other than the Transaction for which it was obtained unless specifically requested by Boulevard.

14. Advertising

Customer’s use of promotional materials provided by Boulevard and display of any tradename, trademark, symbol, service mark or logo type associated with a Card or Payment Network (collectively “Marks”): (i) is limited to informing the public that the Card will be accepted at Customer’s place(s) of business; (ii) will be as directed by Boulevard; and (iii) must be in accordance with the Network Rules and branding requirements as may be in effect from time to time. Payment Network branding requirements can be found at www.merchantsignage.visa.com and www.brand.mastercard.com as well as additional areas of the websites for those and other Payment Networks. Customer will prominently display the promotional materials (including materials, acceptance decals, and signs containing the Marks) in its places of business at the point of interaction and on its POS Devices, such that they are clearly visible to the public at such locations. Customer may not use any promotional materials or Marks in any way which suggests or implies that Boulevard, a Third Party Payment Processor (as defined in Section 34.20), or a Payment Network (as defined in Section 34.13) endorses any of Customer’s goods or services other than Card services. Customer will: (x) not use, adopt, register, or attempt to register a company name, product name, or trademark that is confusingly similar to any Payment Network Marks; (y) ensure that any promotional material or other documentation on which the Payment Network Marks appear does not infringe, dilute, or denigrate any of the Payment Network Marks or impair the reputation or goodwill of the Payment Networks or the goodwill associated with the Payment Network Marks; and (z) not refer to a Payment Network in stating eligibility for its goods or services or membership. Boulevard may require Customer to make changes to its website or otherwise where Boulevard deems it necessary or appropriate to ensure that Customer complies with the Network Rules governing use of the Marks. The Payment Networks may, at any time, immediately and without advance notice, prohibit Customer from using any of the Marks for any reason. Customer’s right to use and display promotional materials and Marks will terminate upon termination of these Payment Processing Terms, regardless of whether the entire Agreement is terminated, or upon Customer’s receipt of notification to discontinue use or display, whichever is earlier, at which time Customer will immediately cease use and return any inventory to Boulevard. Use or display of the Marks does not give Customer any ownership or interest in such Marks. Each Payment Network is the sole and exclusive owner of its Marks and Customer will not contest the ownership of the Marks for any reason.

15. Responsibilities and Disclosures to Clients

When using the Payment Processing Services, Customer will:

(a) accurately communicate, and not misrepresent, the nature and amount of the Transaction prior to submitting it to the Platform;

(b) determine a Client’s eligibility and authority to complete Transactions;

(c) explicitly obtain a Client’s consent to have their payment credentials stored to be charged in the future for Recurring Payments in accordance with applicable Network Rules and laws;

(d) provide a receipt that accurately describes each Transaction to Clients;

(e) provide Clients a meaningful way to contact Customer in the event that the Client’s purchase is not provided as described;

(f) not use the Services to sell goods or services in a manner that is unfair or deceptive, violates Boulevard’s Acceptable Use Policy, exposes Clients to unreasonable risks, or does not disclose material terms of a purchase in advance;

(g) inform Clients that Boulevard and the Payment Acquirers (as defined in Section 34.12) or Third Party Payment Processor (as defined in Section 34.20) processes Transactions (including payment Transactions) for Customer and acquire appropriate consent to submit Transactions through the Payment Processing Services on their behalf;

(h) provide Clients any other necessary disclosures required by applicable law and the Network Rules; and

(i) not engage in unfair, deceptive, or abusive acts or practices (UDAAP).

16. Notification to Payment Networks

If Customer misuses the Payment Processing Services for Transactions or engages in activities the Payment Networks (as defined in Section 34.13), Payment Acquirers (as defined in Section 34.12) or Issuing Banks (as defined in Section 34.10) identify as damaging to their brand, or if Boulevard is required to do so by the Network Rules (as defined in Section 34.11), Boulevard may submit information about Customer, Users, Cardholders, and other individuals associated with the Customer Account, to the applicable lists maintained by the Payment Acquirer or Payment Network. Customer understands and consents to the disclosure of this information and to the listing itself, and Customer: (i) assumes responsibility for its Users and Cardholders complying with the Network Rules, (ii) will fully indemnify Boulevard for any losses Boulevard incurs from third-party claims related to such disclosure or listing, and (iii) waives Customer’s rights to bring any direct claims against Boulevard that result from such disclosure or listing.

17. Payout Account

Customer understands and agrees that Boulevard, the Payment Acquirer (as defined in Section 34.12), or Third Party Payment Processor (as defined in Section 34.20) will only clear and settle to Customer funds for Transactions that are actually received by the Payment Network. The Payment Acquirer or Third Party Payment Processor will settle funds by ACH to the commercial checking account that Customer designates (“Payout Account”). Customer represents that the Payout Account is owned by Customer, and administered and managed by a financial institution located in the United States of America. Customer authorizes Payment Acquirer, Third Party Payment Processor, and Boulevard to initiate electronic ACH entries to the Payout Account or any bank accounts associated with the Customer Account for Fees and other amounts owed by Customer hereunder and to initiate adjustments for any Transactions credited or debited in error. Customer’s authorization will remain in full force and effect throughout the Term and, thereafter, until all of Customer’s financial obligations to Boulevard are satisfied. Customer will complete ACH authorizations as requested by Boulevard.

Customer will maintain sufficient funds in the Payout Account to accommodate all Chargebacks, Returns, adjustments, Fees, Fines, and other payments due under these Payment Processing Terms. Customer must provide Boulevard adequate notice before updating the Payout Account. If Customer updates the Payout Account, the above affirmations will continue to apply. Customer will provide documentary proof demonstrating Customer’s compliance with this Section upon Boulevard’s request. Boulevard may reduce, or cause to be reduced, the amount settled to the Payout Account by the amount of Fees, Fines, and any other amounts owed to Boulevard. If Payment Acquirer or Third Party Payment Processor cannot transfer the funds to the Customer’s Payout Account (e.g., due to inaccurate or obsolete bank account information provided by Customer), Boulevard may refund the funds to the Cardholder. None of Boulevard, Payment Acquirer or Third Party Payment Processor or the Client will have any liability to Customer for funds so refunded. Boulevard is not responsible for any delays in Payouts or Payouts sent to the wrong Payout Account resulting from incorrect information provided through the Customer Account or otherwise by Customer. Boulevard is not responsible for detecting errors in any Payout Account information Customer provides, including the account numbers and routing numbers, even if those numbers do not correspond to the actual account or financial institution by name.

18. Settlement Schedule

Boulevard will batch your daily Transactions and will automatically initiate a Payout (as defined in Section 34.15) to your Payout Account of these daily Transactions within 2-3 business days from the Transaction date not including weekends and recognized Federal Bank Holidays. If the Customer has requested to enable custom batching of Transactions, Boulevard will group Transactions for the 24-hour period preceding that custom time and initiate a Payout at the end of that business day. Additional information about Payout Schedules can be found here.

Notwithstanding the foregoing, Boulevard reserves the right to delay or change the Payout Schedule or to suspend settlement to Customer, for example: (i) where there are pending, anticipated, or excessive disputes, refunds, or Chargebacks (as defined in Section 34.7) (ii) in the event that Boulevard suspects or becomes aware of suspicious activity; (iii) where Boulevard is required to do so by applicable law or court order; or (iv) where a Payment Network (as defined in Section 34.13), a Payment Acquirer (as defined in Section 34.12), a Third Party Payment Processor (as defined in Section 34.20), or the financial institution holding the Payout Account may delays settlement for any reason. In addition, Boulevard has the right to withhold settlement to the Payout Account upon termination of these Payment Processing Terms if Boulevard reasonably determines that Boulevard may incur losses resulting from disputes, Chargebacks, fraud, or other financial or legal risks associated with the Customer Account. If Boulevard exercises its right to withhold a Payout for any reason, Boulevard will communicate the general reason for withholding the Payout and give Customer a timeline for releasing the funds. Customer acknowledges and agrees that Boulevard is not responsible for any such delays, changes to the Payout Schedule, or for any action taken by the institution holding the Payout Account not to credit the Payout Account or to otherwise not make funds available to Customer as Customer expected pursuant to these Payment Processing Terms.

19. Reconciliation and Error Notification

The Platform contains details of Transactions, Transaction history, and other activity on the Customer Account. Except as required by applicable law, Customer is solely responsible for (i) compiling and retaining permanent records of all Transactions and other data associated with the Customer Account, Customer’s Transaction history and use of the Payment Processing Services, (ii) reconciling the information in the Platform generated by Customer’s use of Payment Processing Services with Customer’s records of Client Transactions, (iii) reconciling all Transaction information that is associated with the Payout Account, and (iv) identifying any errors in (ii) or (iii). If Customer believes that there is an error or unauthorized Transaction activity associated with Customer’s Account or Payout Account, Customer will promptly notify Boulevard. Boulevard will investigate any reported errors, and, when appropriate, will attempt to rectify them by crediting or debiting the Payout Account identified in the Platform. However, Customer should be aware that Customer’s ability to recover funds Customer has lost due to an error may be very limited or even impossible, particularly if Boulevard did not cause the error, or if funds are no longer available in any Payout Account. For Transaction errors, Boulevard will work with Customer and Payment Networks or Payment Acquirers or Third Party Payment Processors to correct a Transaction error in accordance with the applicable Network Rules or Third Party Payment Processor rules. Notwithstanding any provision herein to the contrary, if Customer believes there is any error in a settlement Payout including a failure to receive some or all of an expected Transaction settlement amount, Customer must notify Boulevard within thirty (30) business days of the date of the relevant Transaction. If Customer believes there is an error in any of the Fees charged to Customer, Customer must notify Boulevard of the suspected error within thirty (30) business days of the disputed Fee first appearing in the Customer Account or thirty (30) business days of the issuance of the invoice containing the disputed Fee, whichever is shorter. If Customer notifies Boulevard after the applicable period stated above, Boulevard will not have any obligation to investigate or effect any adjustment, and Customer will be deemed to have waived Customer’s right to make any claim against Boulevard for any amounts associated with the error.

20. Disputes and Refunds.

20.1. Boulevard’s Rights Regarding a Disputed Transaction. Even authorized Transactions may be subject to a dispute from a Client. Boulevard is not responsible for or liable to Customer for Transactions that: (i) are later the subject of a dispute, Chargeback (as defined in Section 34.7), or refund; (i) are submitted without authorization or in error; or (i) violate these Payment Processing Terms or any applicable law. Customer will be immediately responsible to Boulevard for all disputes, Chargebacks, refunds, Returns, or Fines, regardless of the reason or timing. Boulevard may decline to act upon a refund instruction, or delay execution of the instruction, if: (a) it would cause the Customer Account balance to become negative; (b) Customer is the subject of bankruptcy proceedings; or (c) where Boulevard otherwise believes that there is a risk that Customer will not meet Customer’s liabilities under these Payment Processing Terms (including with respect to the Transaction that is the subject of the refund instruction). Customer authorizes Boulevard to withhold payments from Customer, or debit Customer’s Reserve, Payout Account or any payment instrument made available by Customer for the full amount of any dispute, refund, Reversal, Return, or Fine.

20.2. Processing Returns and Refunds. Customer agrees to process Returns (as defined in Section 34.19) and provide refunds and adjustments to Clients for products and services in accordance with these Payment Processing Terms and the Network Rules (as defined in Section 34.11). The Network Rules require that Customer will: (i) maintain a fair return, cancellation, or adjustment policy; (ii) disclose Customer return or cancellation policy to Clients at the time of purchase; (iii) not give cash refunds to a Client in connection with a payment card sale, unless required by law; and (iv) not accept cash or any other item of value for preparing a payment Card sale refund. Customer’s refund policies must be the same for all payment methods. Customer will not submit any refund Transaction: (a) that does not correlate to an original sales Transaction from the Cardholder; (b) that exceeds the amount shown as the total on the original sales Transaction, unless the excess represents the exact amount required to reimburse the Cardholder for postage paid by the Cardholder to return merchandise in accordance with a policy applied consistently by Customer to all its Clients; (c) for returned goods that were acquired in a cash purchase from Customer; (d) that would cause an overdraft; or (e) more than three (3) business days following either: (y) a regulatory requirement granting a Cardholder’s right to a refund; or (z) a non-disputed Cardholder request. Refunds must be submitted within sixty (60) days of the original Transaction.

20.3. Liability for Lost or Stolen Payment Credentials. Customer is liable for all losses Customer incurs when lost or stolen payment credentials or accounts are used to purchase goods or services from Customer.

21. Chargeback Liability

The amount of a Transaction may be charged back to Customer if (i) it is disputed by a Cardholder; (ii) it is reversed for any reason; (iii) it was not authorized or Boulevard has any reason to believe that the Transaction was not authorized; or (iv) it is unlawful, suspicious, or in violation of these Payment Processing Terms. Customer assumes all liability for such Chargebacks, any related Fines, and any applicable fees charged by Boulevard in connection with such Chargebacks. Boulevard, Payment Acquirer, or Third Party Payment Processor may debit such amounts from Customer’s Payout Account, and if Customer does not have sufficient funds in the Payout Account to permit Payment Acquirer or Third Party Payment Processor to ACH debit such account for the full amount owing, Boulevard can offset the amounts thereof from other Transaction amounts owing to Customer hereunder, or oblige Customer to make immediate payment thereof. Customer will assist in the investigation of any and all Chargebacks and will timely provide such information to Boulevard as Boulevard may request.

22. Investigations

Customer will assist Boulevard when requested to investigate any Transactions related to the Customer Account. Customer will produce records that assist Boulevard in contesting any dispute. If Boulevard needs to conduct such an investigation, if Boulevard has reasons to expect a dispute, or if Boulevard is required to do so by law or court order, Boulevard reserves the right to temporarily defer Payouts, restrict access to Customer’s funds, or withhold funds from Customer’s Reserve until Boulevard reasonably believes in its sole discretion such matter has been.

23. Reserve

Boulevard may create a reserve account (a “Reserve”) in an amount that reflects Boulevard’s assessment of risk, as it may determine from time to time, to provide a source of funds for any amounts you owe. Boulevard may change or condition the terms of the Reserve based on its continuous assessment and understanding of the risks associated with the Customer’s activities or if required to do so by Third Party Payment Processors, Payment Networks or Payment Acquirers. Boulevard may fund the Reserve by setoff from Transaction funds processed through Customer’s use of Payment Processing Services, by debiting the Payout Account or another bank account associated with the Customer Account by ACH, or by requesting funds directly from Customer. Customer will pay all amounts requested by Boulevard for the Reserve within one (1) business day of a request for such amounts. Boulevard may apply credits in the Reserve against any outstanding or future amounts Customer may owe under these Payment Processing Terms or any other agreement between Customer and Boulevard. Boulevard will release any amounts remaining from the Reserve after all other then-current and contingent liabilities or obligations related to Customer’s receipt of the Payment Processing Services have expired.

24. Collection and Set-Off Rights

Customer will pay all amounts owed to Boulevard on demand. Where amounts are owing from Customer to Boulevard, Boulevard will have the right to set-off or debit such amounts from (i) the Reserve, (ii) funds due Customer under these Payment Processing Terms, or (iii) funds available in the Payout Accounts or any bank accounts associated with the Customer Account.

25. Cardholder Data Security

Customer will not: (i) use any Cardholder Data (as defined in Section 34.5) or other Transaction data received in connection with the Payment Processing Services for any purpose not authorized by these Payment Processing Terms and Boulevard’s Privacy Policy, or (ii) disclose any Cardholder Data or other Transaction data to any entity or person other than Boulevard except for necessary disclosure to an applicable Cardholder. If Customer collects, stores, uses, or discloses any Cardholder Data, it will comply with the PCI DSS and will certify such compliance when requested by Boulevard. Customer will use only PCI DSS compliant third-party providers in connection with the storage, processing, or transmission of Cardholder Data. Customer has sole responsibility for the security of Cardholder Data and other information on Customer’s systems and systems under Customer’s control. Customer will maintain reasonable and appropriate administrative, physical, and technical safeguards so as to prevent a breach of Customer or Cardholder Data. In the event of any actual compromise, unauthorized access, disclosure, theft, or unauthorized use of Card or Cardholder Data in possession or control of Customer or any of its third party providers, Customer will immediately notify Boulevard thereof and also comply with all applicable law and Network Rules concerning the breach.

26. Data Related to Payment Processing Services.

26.1. For Boulevard to approve and continue to provide Customer with the Payment Processing Services, Customer must provide Boulevard with information (via an Application, Order, or as otherwise requested by Boulevard), including financial information, government-issued identifications for principals, supplier invoices, business licenses, and any other information requested by Boulevard or that is necessary to comply with the requirements of the Bank Secrecy Act, as amended by the US PATRIOT Act of 2001, or as otherwise amended, modified, or replaced from time to time, as well as requirements of the Office of Foreign Assets Control (“OFAC”), identifying Customer and Users, including persons having at or more than a 25% ownership or control persons having significant responsibility to control, manage or direct the Customer. Customer will promptly notify Boulevard of any changes in such information. Boulevard may share this information with Third Party Payment Processors, Payment Networks, Payment Acquirer, and others related to the Payment Processing Services, as well as credit bureaus and other information providers, in order to verify Customer’s eligibility to use the Payment Processing Services, establish any necessary accounts or credit with Third Party Payment Processors, Payment Networks and Payment Acquirers, monitor Transactions and other activities, conduct risk management, and comply with Applicable Law. Customer also authorizes Boulevard to retrieve information about Customer from third parties, including credit bureaus and other information providers.

26.2. On an ongoing basis, Customer will promptly provide Boulevard with the current address of each of its offices, all “doing business as” (DBA) names used by Customer, and a complete description of goods sold and services provided to Clients.

27. Customer Data Consent

Customer expressly consents for each of Boulevard, Payment Acquirer (as defined in Section 34.12), Third Party Payment Processor (as defined in Section 34.20), and all third parties that assist in the delivery of the Payment Processing Services to collect, use, store and disclose Customer information (including as provided in any Application or Order), and information concerning Cardholders, Users, and Transactions in order to supply the Payment Processing Services, generate reports, reduce fraud, provide customer support, create, use, and share Usage Data (as described in Section 5.1.1 of the MSA) related to the Payment Processing Services, and assess the risk associated with Customer. Boulevard may share with the Payment Networks (and the Payment Acquirer and Third Party Payment Processor) information provided by Customer that Boulevard uses to identify the nature of Customer’s services, including the assignment of Customer’s business activities to a particular Payment Network merchant category code (MCC), and Payment Networks will have the right to use Customer name, address, and internet addresses.

28. Termination

28.1. Boulevard may terminate Customer’s use of the Payment Processing Services at any time, for any or no reason (including if directed by a Payment Network). Upon termination of these Payment Processing Terms, Customer will immediately stop accepting new Transactions (but may complete pending Transactions if permitted) and will otherwise cease using the Payment Processing Services unless Boulevard notifies Customer in writing that Boulevard will continue to provide services through an alternate provider. If Customer ceases using the Payment Processing Services, or the Customer Account is canceled or suspended by Customer or Boulevard, then Customer’s access to the Payment Processing Services will immediately cease. Boulevard may delete all Customer Data on any termination of these Payment Processing Terms, but may retain copies thereof for up to five (5) years or as permitted by applicable law or Network Rules. Any funds due to Customer will be paid out to Customer subject to the terms of Customer’s Payout Schedule and Boulevard’s, Payment Acquirer’s and Third Party Payment Processor’s rights set forth herein.

28.2. Customer may terminate the Payment Processing Services for the reasons set forth in Section 6.2 of the MSA.

28.3. Boulevard’s obligation to provide Payment Processing Services under these Payment Processing Terms will automatically and immediately terminate if a Payment Network de-registers Boulevard as a payment facilitator. Additionally, Boulevard’s obligation to provide Payment Processing Services under these Payment Processing Terms will automatically and immediately terminate if the Payment Acquirer or Third Party Payment Processor assisting in the provision of the Payment Processing Services ceases to be approved by the Payment Networks for any reason or if any such entity fails to have a valid license with the Payment Networks to use any Mark accepted by Customer, unless Boulevard has advised Customer in writing that Boulevard will provide such services through another Payment Acquirer or Third Party Payment Processor. Customer will not take any action that could interfere with or prevent the exercise of any rights by a Payment Network.

29. Insurance

Customer will maintain insurance covering the types of risks and in amounts that are customary for a business of the type and size operated by Customer. On request, Customer will provide Boulevard with copies of its declaration pages and insurance policies.

30. Additional Representations, Warranties, and Covenants

In addition to Customer’s representations and warranties made in the MSA, Customer represents and warrants that (i) Customer will uphold the underwriting standards of our Payment Acquirer, Third Party Payment Processor, the Network Rules, and applicable law (including the FDIC regulations, the Bank Secrecy Act and Anti-Money Laundering Laws, and other similar guidelines and regulations set forth by the Office of the Comptroller; (ii) Customer will only process Transactions on behalf of the business entity(ies) identified under the Customer Account or otherwise specified in the Application; and (iii) that each Transaction you process through our Payment Processing Services (a) represents a bona fide sale; (b) accurately describes the goods and/or services provided to your Client; (c) you will fulfill all of your obligations to the Client and will resolve any dispute or complaint directly with the Client; (d) you and the Transaction comply with all federal, state, and local laws, rules, and regulations applicable to you and your business, including any applicable tax, wage and hour, and tip laws and regulations; (e) except in the ordinary course of business, you are not submitting a Transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and (f) you are not submitting a transaction involving your own payment methods (except for reasonable test swipes that you void upon completion).

31. Prohibited Activities

Customer will not use the Payment Processing Services to assist in any illegal activity or any activity prohibited under Boulevard’s Acceptable Use Policy. Additionally, Customer will not: (a) provide to Boulevard with any inaccurate, incomplete, or misleading information; (b) fail to provide Boulevard with timely notification of events that have caused or could cause material changes in the Customer’s ability to fulfill its obligations under these Payment Processing Terms, including (i) adverse changes in the Customer’s financial health; (ii) adverse changes in the Customer’s business conditions or environment; or (iii) actions by governmental or non-governmental agencies; (c) transferring or attempt to transfer its financial liability by; (d) submitting Transactions on behalf of another entity that the Payment Networks would consider a sub-ISO, payment service provider (PSP), payment facilitator, or other third-party payment provider; or (e) submitting Transactions from a place of business not in the United States.

32. Additional Indemnity

In addition to Customer’s indemnification obligations in Section 8 of the MSA, any Claims made or brought against a Boulevard Indemnified Party arising from or relating to the following will be Customer Indemnifiable Claims: (i) any claim or dispute arising out of products or services offered or sold by you underlying a Transaction; (ii) as described in Section 16 above; and (iii) any violation by Customer of these Payment Processing Terms.

33. Survival

Provisions of these Payment Processing Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of these Terms.

34. Payment Processing Terms of Service Definitions

As used in these Payment Processing Terms:

34.1. “ACH” means the Automated Clearing House.

34.2. “Application” means an electronic or paper form completed by Customer in relation to procuring the Payment Processing Services, which will form a part of these Payment Processing Terms and constitute representations by Customer hereunder.

34.3. “Authorization” means a computerized function or a direct phone call (voice authorization) to a designated number to examine individual Transactions for the purpose of obtaining approval from the applicable Issuing Bank or Third Party Payment Processor to charge or debit the payment method, as applicable, for the amount of the sale.

34.4. “Card” means a credit, debit, prepaid or gift, or other payment card or account number issued by an Issuing Bank that Boulevard is able to process.

34.5. “Cardholder” means the Client whose name is embossed upon the face of a Card, or other authorized users of a Card.

34.6. “Cardholder Data” means information associated with a Card, such as account number, expiration date, and CVV2.

34.7. “Chargeback” means a Transaction reversal arising out of a Dispute or a Transaction that is returned unpaid by the Issuing Bank for violation of applicable law , error, or other applicable reason.

34.8. “CNP” (also known as Card Not Present or Card On-File) means neither the Cardholder nor the credit card is physically present at the time of the Transaction because the Card sale occurs over the internet, by telephone or by mail order.

34.9. “Fine” means any fines, levies, or other charges imposed by a Third Party Payment Processor, a Payment Network, Client’s financial institution or a Payment Acquirer, caused by Customer’s violation of the Network Rules or applicable law , or as otherwise permitted by the applicable Network Rules.

34.10. “Issuing Bank” means a member of a Payment Network that issues Payment Network-branded Cards to Cardholders pursuant to the Network Rules.

34.11.“Network Rules” mean the rules, regulations, and standards of the National Automated Clearing House Association (“NACHA”) and the Payment Networks, including the Payment Card Industry Data Security Standards (“PCI DSS”) and any other program or requirement that may be published or mandated by the Payment Networks. Merchant will refer to the following for applicable PCI-DSS and Payment Network requirements, as may be updated from time to time:

• PCI-DSS

• Visa’s CISP program

• Mastercard’s SDP program

• Discover's DISC website

In addition, the Payment Networks make excerpt of their Network Rules available online, including via:

• Mastercard’s business overview site

• Visa’s Rules and Policy site

• American Express’ Merchant Operating Guide

• Discover’s website

34.12. “Payment Acquirer” means a financial institution that is authorized by a Payment Network to enable the use of a Card by accepting Transactions from Clients through the Platform and routing the Transactions to the Payment Network.

34.13. “Payment Network” means Visa, Mastercard, Discover, American Express, or such other payment networks as Boulevard indicates are compatible with the Payment Processing Services.

34.14. “Payment Processing Services” are services that Customer may use to accept Card payments from Clients for Transactions, manage subscriptions, and perform transaction reporting and Marketing Program accounting, whether provided directly by Boulevard or via a Payment Acquirer or Third Party Payment Processor under these Payment Processing Terms.

34.15. “Payout” means the amount due to Customer from Customer’s Transactions, minus Fees, refunds, Chargebacks, Returns, and any set-off and other amounts due to Boulevard or other parties.

34.16. “Point of Sale” or “POS” means Boulevard’s interface to use the Payment Processing Services.

34.17.“POS Device” means terminal, software or other point-of-sale device at a Customer location that conforms to the requirements established from time to time by Boulevard and the Network Rules.

34.18. “Recurring Payments” is functionality that enables Customer to receive payment on a repeat or regular basis for ongoing subscriptions and memberships, or payment by installment, from Clients.

34.19. “Return” means an instruction initiated by Customer, a Client, a Payment Network or Payment Acquirer or Third Party Processor or Boulevard to return funds related to a Transaction.

34.20. “Third Party Payment Processor” means a third party payment processor that facilitates Customer’s transactions through the Platform, such as Stripe, PayPal, Google Pay, and Apple Pay.

34.21. “Transaction” means an action between Customer and a Cardholder related to payment for goods or services using a Card that results in actual or attempted activity on the Cardholder’s account.

34.22.“Transaction Record” means the paper or electronic record evidencing a Transaction.