Merchant Services Agreement

1. Definitions

2. The Service

3. Merchant Obligations and Conduct

4. Fees, Billing, and Payment

5. Merchant Data; Privacy; and Security

6. Risk Classification

7. Chargeback Guarantee

8. Intellectual Property

9. Confidentiality

10. Representations and Warranties

11. Prohibited Verticals; Acceptable Use

12. Indemnification

13. Limitation of Liability

14. Term; Termination

15. Reclassification

16. Governing Law; Venue; Dispute Resolution

17. General Provisions

18. Signatures

THIS MERCHANT SERVICES AGREEMENT (the "Agreement") is entered into as of the date Merchant accepts these terms by electronic signature, click-through acceptance, or commencement of use of the Service (the "Effective Date"), by and between VerifyLive LLC, a limited liability company with its principal place of business at 119 S Western Ave Unit 1, Chicago, Illinois 60612 (“VerifyLive”), and the business entity identified in the Order Form or subscription record (“Merchant”). VerifyLive and Merchant are each a “Party” and collectively the “Parties.”

This Agreement governs Merchant’s access to and use of VerifyLive’s fraud prevention, identity verification, loyalty, and related services, regardless of the commerce platform, point-of-sale environment, or payment processor through which Merchant operates.

RECITALS

WHEREAS, VerifyLive operates a platform-agnostic transaction trust platform that delivers real-time fraud prevention, identity verification, behavioral analysis, delivery protection, age verification, fraud-aware loyalty, and an optional Chargeback Guarantee across supported commerce and point-of-sale channels;

WHEREAS, Merchant desires to subscribe to and integrate the Service in order to reduce fraud loss, chargeback exposure, and operational risk across its sales channels;

WHEREAS, the Parties wish to set forth the terms and conditions governing Merchant’s subscription, including fees, service levels, coverage under the Chargeback Guarantee (where applicable), data handling, intellectual property, and risk allocation;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

Capitalized terms used in this Agreement have the meanings set forth below. Terms not defined here have the meanings given elsewhere in this Agreement.

1.1 “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, where “control” means beneficial ownership of more than fifty percent (50%) of the voting interests of the entity.

1.2 “Approved Order” means a transaction that the Service evaluated in real time at checkout or point of sale and returned a verification result of “Approve” (or the functional equivalent), and that was thereafter fulfilled by Merchant.

1.3 “Chargeback” means a reversal, dispute, or reversal-equivalent event initiated by a cardholder, issuer, or card network against a transaction processed through Merchant’s payment processor(s).

1.4 “Chargeback Guarantee” means VerifyLive’s contractual obligation, subject to the terms of Section 7, to reimburse Merchant for qualifying Chargebacks on Approved Orders. The Chargeback Guarantee is RESERVED and NOT CURRENTLY OFFERED; see Section 7.0. This definition has no operative effect, and imposes no obligation on VerifyLive, unless and until a Chargeback Guarantee Rider is executed as described in Section 7.0.

1.5 “Commerce Platform” means any e-commerce platform, marketplace, invoicing tool, appointment system, or point-of-sale environment on which Merchant sells products or services and to which the Service is integrated.

1.6 “Confidential Information” has the meaning given in Section 9.

1.7 “Coverage Period” means the rolling twelve (12) month period beginning on the Effective Date, unless otherwise specified in the Order Form.

1.8 “Coverage Window” means the period beginning on the order date and ending one hundred twenty (120) days thereafter, during which a Chargeback must be filed to remain eligible for the Chargeback Guarantee.

1.9 “GMV” means Gross Merchandise Value, calculated as the total value of orders processed through Merchant’s integrated Commerce Platforms during the applicable measurement period, excluding taxes and refunds.

1.10 “Merchant Data” means data submitted by Merchant or generated by the Commerce Platform and transmitted to the Service, including order data, customer identifiers, device and session signals, and transaction metadata.

1.11 “Order Form” means the online order form, subscription record, or written ordering document executed by the Parties that identifies the Service tier, pricing, and term.

1.12 “Personal Data” has the meaning given in the Privacy Policy and applicable data-protection laws.

1.13 “Prohibited Vertical” has the meaning given in Section 14.

1.14 “Risk Classification” means VerifyLive’s determination of Merchant’s risk tier as GREEN, YELLOW, or RED, as described in Section 6.

1.15 “Service” means the VerifyLive transaction trust platform, including the fraud prevention, identity verification, behavioral analysis, delivery protection, age verification, loyalty, dashboard, alerting, and (where included in Merchant’s tier) Chargeback Guarantee functionality.

1.16 “Subscription Tier” means the plan identified in the Order Form (Shield Lite, Growth, Professional, Business, or an annual Founders tier).

1.17 “Transaction Velocity Cap” means the monthly transaction ceiling applicable to Merchant’s Subscription Tier as set out in Section 4.5.

1.18 “VL IP User” means any natural person or legal entity that accesses, uses, copies, hosts, distributes, integrates, sublicenses (where permitted), or otherwise exercises rights in the Service or VerifyLive IP, including without limitation: (a) Merchant; (b) any Partner (including technology, referral, reseller, affiliate, platform, agency, or channel partner); (c) any Affiliate of Merchant or of a Partner that is granted access; and (d) any other customer, licensee, contractor, or entity that is granted rights under this Agreement, an Order Form, a partner agreement, API agreement, evaluation agreement, or any other written instrument that incorporates this Agreement or that incorporates Sections 2.1, 8, and 12 by reference. Where this Agreement uses “Merchant” in Sections 2.1, 8, and 12.1 with respect to intellectual property license, reservation of rights, post-Term use, or mutual IP indemnification, those provisions apply to each VL IP User to the same extent as to Merchant, mutatis mutandis, and “Term” means the period during which that VL IP User is authorized to use the Service or VerifyLive IP under the applicable instrument.

2. The Service

2.1 Grant of Right to Use; License Scope (Applies to Every VL IP User)

Subject to the terms of this Agreement (or the written instrument under which a VL IP User is authorized) and, for Merchant, timely payment of all Fees, VerifyLive grants each VL IP User a limited, non-exclusive, non-transferable, non-sublicensable (except to the limited extent an executed partner agreement expressly permits sublicensing to that partner’s end customers under VerifyLive-approved terms), revocable license and right, solely during the Term applicable to that VL IP User, to access and use the Service and VerifyLive IP solely for the authorized purpose stated in the applicable Order Form, partner agreement, or other written instrument — and for Merchant, solely for Merchant’s internal business operations across Merchant’s Commerce Platforms. The license granted in this Section 2.1 is a right of use only; it does not transfer any ownership interest in VerifyLive IP (as defined in Section 8.1). VerifyLive reserves all rights not expressly granted. The license automatically terminates upon expiration or termination of the applicable Term or authorization, without further notice. Any access to or use of the Service or VerifyLive IP after the applicable Term, by any VL IP User or any person claiming through them, or outside the scope of this Section 2.1, is unauthorized and constitutes a violation of VerifyLive’s intellectual property rights, which VerifyLive may pursue to the fullest extent permitted by law against that VL IP User and any aiding or benefiting party, including without limitation claims for infringement, misappropriation, and equitable relief under Section 16.6, as further set forth in Section 8.1A (Reservation of Rights; Subscription-Limited Non-Exclusive License).

2.2 Service Components

The Service is composed of modular products, which are made available at each Subscription Tier as specified in the then-current VerifyLive pricing and feature matrix. Products include, without limitation, real-time identity verification, geolocation risk scoring, behavioral and device analysis, delivery risk scoring, age verification, fraud-aware loyalty (including cashback, points, gamification, and coupon redemption), transaction monitoring (at applicable tiers), and employee fraud detection (at applicable tiers). Merchant acknowledges that the specific products available within its Subscription Tier, and the limits applicable to each, are as set forth on the Order Form and in VerifyLive’s current pricing documentation.

2.3 Platform-Agnostic Coverage

The Service is designed to operate across multiple Commerce Platforms, including e-commerce storefronts, invoicing and appointment systems, and point-of-sale environments supporting card-present transactions (chip, contactless, magnetic stripe, and manual entry) and card-not-present transactions. The Chargeback Guarantee, where included in Merchant’s Subscription Tier, applies uniformly across all supported channels and payment methods; the same eligibility rules and rejection grounds apply regardless of channel.

2.4 Service Availability

VerifyLive will use commercially reasonable efforts to make the Service available in accordance with the service-level commitments, if any, stated in the Order Form or published documentation for Merchant’s Subscription Tier. Shield Lite is offered on a self-service basis without a service-level objective or service-level agreement.

2.5 Updates and Changes

VerifyLive may, from time to time, modify, add to, or remove features from the Service, provided that no such change shall materially degrade the core functionality available under Merchant’s Subscription Tier during the then-current Term. VerifyLive will provide reasonable advance notice of material changes where practicable.

2.6 Eligibility Requirements

As a condition of subscribing and remaining eligible for the Service, Merchant must meet and continue to meet each of the following requirements at all times during the Term:

• The Merchant business or commerce account must have been established for more than one hundred twenty (120) days as of the Effective Date (“Minimum Business Age”), measured by the earliest of the Commerce Platform account creation date, incorporation date, or business registration date.
• Merchant must not operate in, and must not introduce after the Effective Date, any Prohibited Vertical listed in Section 14.
• Merchant must accurately represent its product catalog, average order value, industry classification, and risk-relevant operational practices at onboarding and on an ongoing basis.
• Merchant must maintain valid, current integration credentials for each Commerce Platform to which the Service is connected.
• Merchant must comply with all applicable laws and all rules of its payment processor(s), card networks, and Commerce Platforms.

2.7 Decision Support; Merchant Retains Sole Decision Authority

The Service is a decision-support tool. All scores, risk classifications, recommendations, signals, verdicts, and other outputs generated by the Service (collectively, “Service Outputs”) are advisory and informational only. Merchant retains sole and exclusive authority and responsibility for every decision to accept, decline, hold, review, cancel, fulfill, refund, or ship any order or transaction, and for every decision to approve, restrict, suspend, or terminate any customer account. VerifyLive does not cancel orders, issue refunds, decline payment authorizations at the payment processor, or contact Merchant’s buyers on Merchant’s behalf, and does not act as Merchant’s agent in any transaction or assume any of Merchant’s obligations to its customers, its payment processor(s), the card networks, or any Commerce Platform. Where Merchant’s integration enables it, the Service may automatically place a fulfillment hold or similar pause on an order so that Merchant can review the applicable Service Output; Merchant retains sole authority to release, maintain, override, or otherwise act on any such hold, and sole responsibility for all fulfillment and customer outcomes. Merchant acknowledges and agrees that: (a) no fraud-detection system is or can be error-free; (b) both false positives and false negatives will occur in the ordinary course; (c) Service Outputs are probabilistic and are derived in part from data supplied by Merchant and by third parties, the accuracy, completeness, and availability of which VerifyLive does not control and does not warrant; and (d) Merchant is solely responsible for configuring the thresholds, rules, and automated actions applied within Merchant’s own systems, including any decision to act automatically on a Service Output without human review. Merchant’s election to automate any action based on a Service Output is made at Merchant’s sole risk. Losses arising from a transaction that Merchant accepted, fulfilled, or shipped — including chargebacks, fraud losses, lost or stolen goods, shipping and fulfillment costs, processor fees, network fines, and penalties — are Merchant’s losses, and VerifyLive assumes no liability for them except as expressly and separately agreed in an executed Chargeback Guarantee Rider as described in Section 7.0.

3. Merchant Obligations and Conduct

3.1 Integration and Configuration

Merchant shall integrate the Service with each Commerce Platform on which it seeks coverage, maintain the integration in good working order, and promptly apply security, credential, and configuration updates requested by VerifyLive. Merchant shall not interfere with, disable, or bypass the Service’s verification, risk scoring, alerting, or order-hold mechanisms.

3.2 Decline Decisions, Manual Review, and the Override Window

Merchant shall honor the Service’s decline decisions and manual-review designations. An order that the Service declines, or that the Service routes to manual review, shall not be fulfilled by Merchant unless Merchant undertakes a subsequent review and documents a rationale for its override decision.

Override Window. Merchant may, at its discretion, exercise a manual override on a declined or flagged order within a period of twenty-four (24) hours from the time the Service returned the decline or manual-review decision (the “Override Window”). An override exercised outside the Override Window will not be processed by the Service for fulfillment through the integrated Commerce Platform. An override exercised within the Override Window must be documented by Merchant, including the reviewing user’s identity and the business rationale for the override.

Consequence of Override. Merchant acknowledges and agrees that the exercise of any decline override, regardless of whether performed inside or outside the Override Window, permanently voids the Chargeback Guarantee with respect to the overridden order. Merchant absorbs one hundred percent (100%) of the fraud and chargeback risk on any overridden order. Auto-approval of an order routed to manual review without completion of the review has the same effect. The consequences described in this Section 3.2 are further enumerated in the rejection grounds in Section 7.4.

3.3 Accurate Representations

Merchant shall promptly notify VerifyLive in writing of any material change in Merchant’s products, services, verticals, or operational practices, including, without limitation, the addition of products in an elevated-risk category. Material misrepresentation regarding Merchant’s products or operations may result in reclassification (Section 15), voided guarantee coverage on the misrepresented categories (Section 7.4), and in cases of fraudulent misrepresentation, immediate termination and retroactive re-pricing (Section 16).

3.4 No Circumvention

Merchant shall not (a) use the Service to process transactions that originate outside an integrated Commerce Platform; (b) knowingly submit inaccurate or falsified transaction data; (c) engage in off-platform refund clawback, including issuing a refund through the Commerce Platform and subsequently recovering the refunded amount through an unrelated channel; or (d) attempt to re-order, probe, or reverse-engineer the Service’s risk scoring.

3.5 Customer Disclosures

Merchant shall maintain a publicly accessible privacy policy on each Commerce Platform that discloses, at a minimum, (a) the collection of device and behavioral signals for fraud prevention, (b) the sharing of transaction and device data with VerifyLive as a service provider / processor, and (c) the customer’s rights under applicable data-protection laws. VerifyLive will make model disclosure language available upon request.

4. Fees, Billing, and Payment

4.1 Fees

Merchant shall pay the fees applicable to its Subscription Tier as set forth on the Order Form (“Fees”). Fees may be charged as a flat monthly amount, a percentage of GMV (subject to a stated tier minimum), an annual prepaid amount (Founders tiers), or a combination thereof, as identified on the Order Form. Add-on modules, including but not limited to stolen-goods intelligence add-ons, are billed separately at the rates published in VerifyLive’s current pricing.

4.2 Risk-Based Pricing Adjustment

Merchants classified as YELLOW shall pay a twelve and one-half percent (12.5%) premium on monthly Fees. Merchants classified as RED shall pay a twenty-five percent (25%) premium on monthly Fees, and shall be subject to the RED Chargeback Guarantee cap set forth in Section 7.2. Risk Classification is determined as set forth in Section 6. Pricing premiums apply prospectively from the date of reclassification and do not apply to prepaid annual terms (Founders) except in cases of fraudulent misrepresentation.

4.3 Billing and Payment Terms

Unless otherwise stated on the Order Form, monthly Fees are billed in advance on the first business day of each calendar month, and GMV-based components are billed in arrears on the first business day of the following month. Founders annual Fees are billed in full on the Effective Date and are non-refundable after the thirty (30) day satisfaction window set forth in Section 4.7. All Fees are stated and payable in United States Dollars.

4.4 Taxes

Fees do not include taxes. Merchant is responsible for all applicable sales, use, value-added, and similar taxes on the Service, other than taxes based on VerifyLive’s net income.

4.5 Transaction Velocity Caps

Shield Lite subscribers are subject to a combined Transaction Velocity Cap of two thousand five hundred (2,500) transactions per calendar month, composed of up to five hundred (500) e-commerce transactions and two thousand (2,000) point-of-sale transactions. Growth and Founders Growth subscribers are subject to a combined cap of five thousand (5,000) transactions per calendar month (1,000 e-commerce and 4,000 point-of-sale). Professional and higher tiers are uncapped. Transactions exceeding the applicable cap may be rejected by the Service or invoiced at VerifyLive’s then-current overage rate, at VerifyLive’s option.

4.6 Late Payment; Suspension

If Fees are not paid within ten (10) business days of the due date, VerifyLive may, upon written notice (including email), suspend the Service and pause the Chargeback Guarantee until payment is cured. Balances more than thirty (30) days past due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

4.7 Founders Satisfaction Window

Merchants subscribing to an annual Founders tier may request a full refund of the Founders annual Fee by written notice delivered to VerifyLive within thirty (30) days of the Effective Date. After the thirty-day window, the Founders annual Fee is non-refundable. The rate lock benefit of the Founders program is conditioned on continuous, uninterrupted subscription.

5. Merchant Data; Privacy; and Security

5.1 Ownership of Merchant Data

As between the Parties, Merchant retains all right, title, and interest in and to Merchant Data. Merchant grants VerifyLive a worldwide, non-exclusive, royalty-free right during the Term and for such period thereafter as is reasonably necessary to provide the Service, to process Merchant Data for the purposes of (a) delivering the Service to Merchant; (b) improving VerifyLive’s fraud-detection capabilities (including the training and refinement of proprietary models); (c) producing aggregated and de-identified analytics that do not identify Merchant or any data subject; and (d) complying with legal obligations. VerifyLive’s rights in aggregated and de-identified data and in derivative insights generated therefrom survive termination of this Agreement.

5.2 Data Processing Addendum; Incorporation and Acceptance

The VerifyLive Data Processing Addendum, Version 1.0 FINAL, effective April 22, 2026, published at verifylive.net/legal/dpa (the “DPA”), is incorporated into this Agreement by reference and forms Exhibit B hereto. The DPA governs all Processing of Personal Data by VerifyLive on Merchant’s behalf. Merchant accepts the DPA by (i) electronically accepting this Agreement during onboarding (including click-through, check-box, or in-product acceptance), (ii) commencement of use of the Service, or (iii) executing the signature block within the DPA. To the extent of any conflict between this Agreement and the DPA with respect to the Processing of Personal Data, the DPA controls. Merchants on the Business or Enterprise tier execute a separately-negotiated Data Processing Addendum in lieu of the published DPA.

5.3 Sub-Processors

VerifyLive maintains a current list of authorized sub-processors at verifylive.net/legal/subprocessors (the “Sub-Processor List”). VerifyLive will provide at least thirty (30) days’ prior notice before engaging a new sub-processor that will Process Merchant Personal Data, by updating the Sub-Processor List and, where Merchant has subscribed to notifications, by email. Merchant may object to a new sub-processor on reasonable data-protection grounds within fifteen (15) days of such notice. If the Parties cannot agree on a remedy, Merchant may terminate the affected Services on written notice, and VerifyLive will refund any prepaid, unused Fees for the terminated Services.

5.4 Privacy Policy

VerifyLive’s Privacy Policy, as updated from time to time and published at verifylive.net/legal/privacy, is incorporated into this Agreement by reference and describes how VerifyLive processes Personal Data as an independent controller for fraud prevention, network threat intelligence, and other limited purposes expressly permitted under applicable law.

5.5 Data Subject Requests

VerifyLive will, without undue delay, forward any request received from a data subject concerning Merchant Personal Data to Merchant for handling. VerifyLive will not respond substantively to such a request except on Merchant’s documented instructions or as required by applicable law. VerifyLive will provide reasonable assistance to Merchant, at Merchant’s cost, in responding to data subject requests, as further described in the DPA.

5.6 Security; Breach Notification

VerifyLive maintains administrative, technical, and physical safeguards designed to protect Merchant Data against unauthorized access, use, alteration, or disclosure, including encryption in transit and at rest, access controls, audit logging, role-based access, secrets management, and a written information security program, as further described in Annex II of the DPA. VerifyLive will notify Merchant of a Personal Data Breach affecting Merchant Personal Data without undue delay, and in any event within seventy-two (72) hours of VerifyLive’s confirmation of the breach. Merchants subscribed to the Business or Enterprise tier (pursuant to a separately-executed DPA) may be entitled to a shorter notification window on terms set forth in that DPA.

5.7 No Storage of Sensitive Card Data

VerifyLive does not receive, process, or store full primary account numbers, card verification values, or card expiration dates. The Service uses tokenized payment metadata, card brand, and last four digits only.

5.8 Data Retention and Deletion

Personal Data and transaction data are retained for the periods set forth in VerifyLive’s Privacy Policy, the DPA, and the applicable retention schedule. Upon termination of this Agreement and subject to legal retention obligations, VerifyLive will delete or return Merchant Personal Data in accordance with the DPA and applicable law.

6. Risk Classification

6.1 Incorporation of Risk Classification Policy

VerifyLive classifies each Merchant into a Risk Classification tier (GREEN, YELLOW, or RED) in accordance with the VerifyLive Risk Classification Policy, as updated from time to time and published at verifylive.net/legal/risk-classification (the “Risk Classification Policy”). The Risk Classification Policy is incorporated into this Agreement by reference and governs the definitions of each tier, the classification factors, the premium rates applicable to YELLOW and RED tiers, the Chargeback Guarantee cap applicable to the RED tier, and the reclassification procedure. VerifyLive will communicate the initial Risk Classification at the commencement of the Service and any changes thereafter in accordance with Section 15 (Reclassification). Premium rates applicable to a given Risk Classification are set forth in Section 4 (Fees) and on the Order Form.

6.2 Non-Discriminatory Classification

Risk Classification is based exclusively on fraud-relevant operational factors as described in the Risk Classification Policy. VerifyLive does not classify Merchants on the basis of race, ethnicity, religion, gender, sexual orientation, gender identity, disability, or national origin of Merchant’s principals or customers. Merchant may request review of its Risk Classification in accordance with the Policy and Section 15.

6.3 Merchant Acknowledgment

Merchant acknowledges that the Risk Classification Policy may be updated by VerifyLive from time to time to reflect changes in fraud patterns, regulatory requirements, or operational experience, and that such updates apply prospectively following notice under Section 17.

7. Chargeback Guarantee — RESERVED; NOT CURRENTLY OFFERED

7.0 Reservation. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, VerifyLive does NOT currently offer a Chargeback Guarantee, and NO Subscription Tier includes one. The Chargeback Guarantee, and every provision of this Agreement that defines, references, caps, settles, suspends, voids, prices, or otherwise concerns a Chargeback Guarantee — including, without limitation, Sections 1.4, 1.8, 1.15, 2, 3.2, 3.4, 4, 6, this Section 7 in its entirety, 9, 11.3, 13.3 through 13.5, 14.5, 15, and 16 — are RESERVED and are NOT in effect. They impose no obligation on VerifyLive and confer no right on Merchant. These reserved provisions become operative only if and when VerifyLive and Merchant separately execute a written Chargeback Guarantee Rider that expressly elects coverage and states its then-current eligibility, caps, exclusions, and settlement terms. VerifyLive reserves the right, in its sole discretion, to introduce, decline to introduce, or condition any such Rider, and to evaluate a Merchant's then-existing terms, conditions, and this Agreement before offering migration to any new plan or coverage; nothing in this Agreement grants an automatic entitlement to grandfathering. The chargeback evidence pack is a separate, currently-available service and is NOT a Chargeback Guarantee. VerifyLive compiles that pack. The merchant reviews and submits it. There is no recovery fee.

The provisions set out in the remainder of this Section 7 are retained for reference and potential future restoration only, and are of no force or effect unless and until a Chargeback Guarantee Rider is executed as described in Section 7.0:

This Section 7 applies only to Subscription Tiers that include the Chargeback Guarantee. Shield Lite does not include the Chargeback Guarantee. For all other eligible tiers, the Chargeback Guarantee applies uniformly across supported commerce and point-of-sale channels.

7.1 Coverage

Subject to the eligibility rules in this Section 7 and the Coverage Period cap set forth in Section 7.2, VerifyLive shall reimburse Merchant for (a) the product price, (b) shipping paid by Merchant, and (c) the processor chargeback fee up to a maximum of twenty-five dollars ($25) per covered Chargeback, on Chargebacks filed against Approved Orders during the Coverage Window. Sales tax and transactions that were previously refunded by Merchant are expressly excluded from coverage.

7.2 Chargeback Guarantee Caps (Launch Values)

The following caps apply to the cumulative amount VerifyLive is obligated to reimburse under the Chargeback Guarantee during a Coverage Period. These caps are the amounts in effect at launch and shall apply unless and until VerifyLive provides written notice of an increase pursuant to Section 7.8.

Subscription Tier

Risk Classification

Launch CB Cap

Post 90-Day (VerifyLive discretion)

Growth

GREEN / YELLOW

$250,000 per Coverage Period

May increase up to $500,000

Professional

GREEN / YELLOW

$250,000 per Coverage Period

May increase up to $500,000

Business

GREEN / YELLOW

1.0x annual Fees

May increase up to 1.5x annual Fees

Growth / Professional

RED

1.0x annual Fees

May increase up to 1.5x annual Fees

Business

RED

1.0x annual Fees

May increase up to 1.5x annual Fees

Founders Growth

All

$3,990 (1.0x annual Fee)

No scheduled escalation

Founders Pro Scale

All

$6,990 (1.0x annual Fee)

No scheduled escalation

Founders Pro Elite

All

$11,990 (1.0x annual Fee)

No scheduled escalation

Shield Lite

N/A

Not included

Not included

Caps for Founders tiers are set at one hundred percent (100%) of the Founders annual Fee and shall remain at that level for the duration of the Founders subscription. No automatic or scheduled escalation applies to Founders caps. Any future increase to a Founders cap is a discretionary business decision of VerifyLive and is not a contractual obligation or promise under this Agreement.

7.3 Universal Circuit Breaker

If Merchant’s chargeback rate, measured as Chargebacks divided by total transactions during any calendar month, exceeds eighty one-hundredths of one percent (0.80%) (the “Circuit Breaker Threshold”), VerifyLive shall automatically suspend the Chargeback Guarantee for that Merchant, effective immediately. Suspension continues until Merchant’s chargeback rate drops below the Circuit Breaker Threshold for one (1) full calendar month. Suspension is not termination: the Service continues to deliver fraud scoring and all subscribed features during the suspension period; only the obligation of VerifyLive to pay under the Chargeback Guarantee is paused. The Circuit Breaker Threshold is universal, non-negotiable, and applies to every Merchant regardless of Subscription Tier, Risk Classification, or Founders status. The Threshold may not be waived.

7.4 Rejection Grounds

A Chargeback is ineligible for reimbursement if any one or more of the following grounds apply. VerifyLive’s eligibility engine evaluates each ground against structured order, verification, and policy data, and the determination is made deterministically:

• Verification Absence. The order was not evaluated by the Service at checkout or point of sale.
• Decline Override. The Service returned a decline or manual-review result for the order and Merchant exercised a decline override as described in Section 3.2, whether inside or outside the twenty-four (24) hour Override Window, and thereafter fulfilled the order.
• Excluded Reason Code. The chargeback reason code is on VerifyLive’s current reason-code exclusion list, published at https://www.verifylive.net/legal/excluded-reason-codes (or such successor URL as VerifyLive may designate) and updated from time to time. Excluded reason codes include, without limitation, subscription cancellation disputes, authorization-related disputes, and processing-error disputes. VerifyLive shall provide Merchant at least fifteen (15) days’ prior written notice of any material change to the exclusion list that would narrow coverage.
• Transaction Cap Exceeded. The order total exceeds the per-transaction coverage limit applicable to Merchant’s Subscription Tier, as specified on the Order Form or in VerifyLive’s published tier-limits schedule at https://www.verifylive.net/legal/tier-limits (or such successor URL as VerifyLive may designate).
• Annual Chargeback Cap Exceeded. Reimbursement of the Chargeback would cause the cumulative amount paid to Merchant under the Chargeback Guarantee during the applicable Coverage Period to exceed the cap set forth in Section 7.2.
• Coverage Window Expired. The Chargeback was filed more than one hundred twenty (120) days after the order date, or outside such other Coverage Window as may be specified on the Order Form.
• Excluded Product Category. The order includes one or more products falling within an excluded category (including, without limitation, digital-only goods, professional services, and custom-manufactured items).
• Policy Violation. Merchant has committed a policy violation that voids coverage, including off-platform refund clawback, material misrepresentation of product descriptions, or failure to maintain required shipping documentation.
• Ignored Risk Flags. Risk signals were surfaced by the Service at the time of verification and Merchant proceeded with fulfillment without addressing or escalating the flagged signals.
• Auto-Approval Without Review. The order was routed to manual review by the Service but was auto-approved or the review queue was bypassed without a completed review.
• Duplicate Claim. A guarantee claim has already been processed for the same Chargeback.

The engine evaluates every rejection ground for each Chargeback; a Chargeback may be rejected on multiple grounds, and VerifyLive will identify in writing the specific grounds that apply.

7.5 Claim Submission

Merchant shall notify VerifyLive of any Chargeback within ten (10) business days of receipt of notice from its payment processor or acquirer, via the claim submission mechanism provided in the Service dashboard or via written notice to VerifyLive. VerifyLive will evaluate each claim against the rejection grounds in Section 7.4 and will deliver a written eligibility determination, including the specific reason(s) for any ineligibility, to Merchant through the Service dashboard or by email.

7.6 Representment Cooperation

Where the Chargeback is eligible for reimbursement, VerifyLive will compile a reason-code-specific evidence package for use in representment. Merchant shall reasonably cooperate with VerifyLive’s representment efforts, including the provision of fulfillment records, shipping documentation, and customer communications upon request.

7.7 Settlement

VerifyLive will settle eligible, non-disputed Chargeback reimbursements quarterly, within thirty (30) days of the close of each calendar quarter, via Stripe Connect or such other payment rail as the Parties may agree in writing. Settlement netting against outstanding Fees is permitted.

7.8 Cap Review

After ninety (90) days of continuous Service, VerifyLive may, in its sole discretion, increase the Chargeback Guarantee cap applicable to Merchant’s Subscription Tier (other than a Founders tier) based on VerifyLive’s portfolio-level chargeback performance and Merchant’s individual performance. Any such increase becomes effective upon written notice to Merchant. No cap decrease shall apply retroactively to Chargebacks already filed or approved for reimbursement.

7.9 Payment Processor Chargeback Fees

VerifyLive’s reimbursement of processor chargeback fees is limited to twenty-five dollars ($25) per Chargeback, regardless of the fee actually assessed by Merchant’s payment processor or acquirer.

7.10 No Insurance

The Chargeback Guarantee is a contractual commitment by VerifyLive and is not a product of insurance, indemnity policy, surety bond, or financial guarantee insurance. No regulated insurance product is being offered or sold to Merchant.

7.11 Late-Win Recovery

If a Chargeback for which VerifyLive has already paid reimbursement under the Chargeback Guarantee is later reversed in Merchant’s favor through representment, issuer re-presentment, arbitration, network decision, or any other mechanism (a “Late Win”), Merchant shall remit the previously reimbursed amount to VerifyLive within thirty (30) days of Merchant’s receipt of the reversed funds. VerifyLive may, at its election, net the Late-Win amount against (a) future Chargeback Guarantee settlement payments, (b) outstanding or future Fees, or (c) any other undisputed amount payable between the Parties. Merchant shall promptly notify VerifyLive in writing of any Late Win within ten (10) business days of its occurrence. The remittance and netting rights in this Section 7.11 are in addition to, and not in limitation of, VerifyLive’s rights under Section 3.4 (No Circumvention) with respect to off-platform refund clawback and duplicate recovery.

8. Intellectual Property

8.0 Scope — Merchants, Partners, and All VL IP Users

This Section 8 and Sections 2.1 and 12.1 apply to every VL IP User (including Merchant, Partners, and any other entity that uses VerifyLive IP), whether they are a party to this Agreement as “Merchant” or are bound through a partner agreement, Order Form, API agreement, evaluation agreement, or other instrument that incorporates these terms. No VL IP User obtains broader rights in VerifyLive IP than the limited license in Section 2.1.

8.1 VerifyLive IP; Reservation of Rights

VerifyLive owns and retains all right, title, and interest in and to the Service, the VerifyLive platform, and all proprietary fraud intelligence, machine learning models, detection logic, scoring configurations, documentation, APIs, software, trade secrets, trademarks, and related intellectual property, including all improvements, derivative works, and enhancements thereto (collectively, “VerifyLive IP”). Except for the limited license expressly granted in Section 2.1, no rights in VerifyLive IP are granted to any VL IP User, whether by implication, estoppel, exhaustion, course of dealing, or otherwise. VerifyLive reserves all rights not expressly granted in this Agreement or the applicable instrument.

8.1A Reservation of Rights; Subscription-Limited Non-Exclusive License (Counsel Form)

FOR THE AVOIDANCE OF DOUBT, AND WITHOUT LIMITING SECTIONS 2.1 AND 8.1:

(a) Reservation of Rights. VerifyLive reserves and retains all right, title, and interest in and to VerifyLive IP and the technology underlying the Service. No VL IP User acquires any ownership of VerifyLive IP.

(b) Non-Exclusive License for the Subscription / Authorized Term Only. Each VL IP User receives only a non-exclusive right of use (a license for use) of the Service and VerifyLive IP for the duration of that VL IP User’s active subscription, partnership term, evaluation period, or other authorized Term under the applicable instrument. The license is limited, revocable, non-transferable, and (except as an executed partner agreement expressly permits under Section 2.1) non-sublicensable.

(c) Post-Subscription / Post-Term Use Is an IP Violation. Any access to, use of, copying of, hosting of, distribution of, or other exploitation of the Service, VerifyLive IP, or VerifyLive’s technology after the subscription ends, after the applicable Term ends, after authorization is revoked, or outside the scope of the license in Section 2.1, is unauthorized, is a violation of VerifyLive’s intellectual property rights, and is a material breach of this Agreement (or the incorporating instrument).

(d) Enforcement to the Fullest Extent of Law. VerifyLive may pursue any such violation to the fullest extent permitted by applicable law, including without limitation claims for copyright, patent, trademark, and trade-secret infringement or misappropriation, breach of contract, unjust enrichment, and temporary, preliminary, and permanent injunctive and other equitable relief under Section 16.6, as well as recovery of damages, profits, costs, and reasonable attorneys’ fees to the extent available.

8.2 Counterparty IP; Publicity Limited to Marketing

Each VL IP User retains all right, title, and interest in and to its own trademarks, service marks, logos, product catalog, and other intellectual property (for Merchant, “Merchant IP”; for any other VL IP User, “User IP”). Subject to that VL IP User’s opt-out by written notice (including email), each VL IP User grants VerifyLive a non-exclusive, royalty-free, worldwide license during the applicable Term to use that VL IP User’s name, trademarks, and logos solely for marketing and publicity purposes, including without limitation (i) identifying them as a customer, partner, or licensee on VerifyLive’s website, pitch materials, case studies, and similar marketing content, and (ii) including them in a customer, partner, or logo list. VerifyLive shall not use Merchant IP or User IP for any non-marketing purpose under this Section 8.2 (operational use of Merchant Data is governed by Section 5 and is not a publicity right). Any public case study, press release, or joint announcement that attributes quotes or detailed results to a VL IP User requires that VL IP User’s prior written consent (email sufficient).

8.3 Feedback

A VL IP User may from time to time provide suggestions, enhancement requests, or other feedback to VerifyLive regarding the Service or VerifyLive IP. That VL IP User grants VerifyLive a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose, provided that VerifyLive shall not disclose the identity of that VL IP User in connection with such feedback without their consent.

8.4 No Reverse Engineering; Post-Term Use

No VL IP User shall, or shall permit any third party to, (a) reverse engineer, decompile, or disassemble the Service; (b) replicate, probe, or systematically test the Service’s risk scoring in a manner designed to reconstruct model logic; (c) use the Service or VerifyLive IP to develop a competing product; (d) remove, alter, or obscure any proprietary notice on the Service or related documentation; or (e) access or use the Service or VerifyLive IP after the applicable Term or outside the license in Section 2.1. Unauthorized post-Term use by any VL IP User is a material breach and an infringement or misappropriation of VerifyLive IP. VerifyLive may pursue all available remedies, at law and in equity, to the fullest extent permitted by applicable law, against any VL IP User and any person or entity that uses VerifyLive IP without authorization.

8.5 Survival of IP Provisions

Sections 8.0 through 8.5 survive expiration or termination of this Agreement and of any instrument under which a VL IP User was authorized.

9. Confidentiality

9.1 Definition

“Confidential Information” means non-public information disclosed by one Party to the other that is identified as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure. VerifyLive Confidential Information includes, without limitation, the Service’s architecture, proprietary detection logic, model architecture, performance metrics, non-public pricing, roadmap, Chargeback Guarantee cap economics, and any internal code names for platform subsystems. Merchant Confidential Information includes Merchant Data, business metrics, customer lists, and non-public commercial terms.

9.2 Obligations

Each Party shall (a) use the other Party’s Confidential Information solely to perform its obligations and exercise its rights under this Agreement; (b) protect such Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of similar sensitivity, and in no event less than a reasonable standard of care; and (c) not disclose such Confidential Information to any third party other than its employees, contractors, advisors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

9.3 Exceptions

The obligations in this Section do not apply to information that (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was known to the receiving Party without restriction prior to disclosure; (c) was independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided that the receiving Party gives prompt notice of the required disclosure where permitted.

9.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years thereafter, except that trade secrets remain protected for so long as they qualify as such under applicable law.

10. Representations and Warranties

10.1 Mutual Representations

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform this Agreement; (c) the execution and performance of this Agreement do not violate any law or other agreement to which it is bound; and (d) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

10.2 Merchant Representations

Merchant further represents and warrants that: (a) Merchant is not operating in, and does not intend to operate in, any Prohibited Vertical; (b) Merchant has accurately disclosed its product catalog, average order value, industry classification, and risk-relevant operational practices; (c) Merchant has obtained all necessary consents from its customers to permit the collection, use, and transfer of customer data to VerifyLive as contemplated by this Agreement and the Privacy Policy; and (d) Merchant is in compliance, and will remain in compliance, with its payment processor, card network, and Commerce Platform rules.

10.3 Service Warranty

VerifyLive warrants that the Service will perform substantially in accordance with its then-current published documentation. Merchant’s sole and exclusive remedy, and VerifyLive’s entire liability, for breach of this warranty is, at VerifyLive’s option, (a) re-performance of the non-conforming portion of the Service or (b) termination of this Agreement and a refund of pre-paid, unused Fees for the affected period.

10.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND VERIFYLIVE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. VERIFYLIVE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL PREVENT ALL FRAUD OR ALL CHARGEBACKS. VERIFYLIVE FURTHER DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY SERVICE OUTPUT, OR THAT ANY SERVICE OUTPUT WILL CORRECTLY CHARACTERIZE ANY TRANSACTION, PERSON, DEVICE, OR ACCOUNT.

10.5 No Insurance; No Assumption of Merchant Loss

VerifyLive is not an insurer, is not licensed as an insurer, and does not provide insurance, suretyship, a guaranty of payment, or indemnity against Merchant’s commercial losses. Nothing in this Agreement is, or shall be construed as, a contract of insurance. The Service is a software service providing decision support as described in Section 2.7. VerifyLive does not underwrite, assume, reimburse, or otherwise bear Merchant’s fraud losses, chargeback losses, or any other loss arising from Merchant’s transactions or business operations, and no provision of this Agreement obligates VerifyLive to make any payment to Merchant in respect of such losses. Merchant is solely responsible for obtaining and maintaining any insurance Merchant deems appropriate for its business, including without limitation coverage for fraud loss, chargeback loss, cyber liability, and business interruption. For the avoidance of doubt, the Chargeback Guarantee described in Section 7 is RESERVED and NOT CURRENTLY OFFERED as set forth in Section 7.0; if and when restored by executed Rider, it would constitute a limited contractual reimbursement obligation only, and would not constitute insurance.

11. Prohibited Verticals; Acceptable Use

11.1 Acceptable Use Policy

Merchant’s use of the Service is subject to the VerifyLive Acceptable Use Policy, as updated from time to time and published at verifylive.net/legal/acceptable-use (the “AUP”). The AUP is incorporated into this Agreement by reference. The AUP sets forth the current list of Prohibited Verticals and prohibited uses of the Service. Merchant shall not use the Service in connection with any product, service, or activity identified as a Prohibited Vertical or as a prohibited use in the AUP.

11.2 Categorical Prohibitions

Without limiting the AUP, Merchant shall not use the Service in connection with: (a) products or services prohibited by, or offered in violation of, applicable law, regulation, or card network rule in the jurisdictions in which Merchant operates; (b) activities that would require specialized licensing, registration, or approval that Merchant does not possess; (c) activities subject to economic sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or other applicable sanctions authorities; (d) activities that infringe third-party intellectual property rights; or (e) activities involving the exploitation or endangerment of minors.

11.3 Enforcement

Discovery that Merchant is operating in a Prohibited Vertical or in violation of the AUP may result in immediate suspension of the Service, termination of this Agreement without refund of prepaid Fees, and voiding of any outstanding Chargeback Guarantee claims on the affected product lines, in each case as further described in Sections 15 and 16. VerifyLive will provide notice of such action to the extent permitted by applicable law.

11.4 Updates to the AUP

VerifyLive may update the AUP from time to time. Material changes to the AUP (including the addition of new Prohibited Verticals that apply to Merchant’s current business) will take effect no earlier than thirty (30) days after notice to Merchant in accordance with Section 17, except where a shorter period is required by applicable law, regulation, card network rule, or to address an imminent fraud or security risk.

12. Indemnification

12.1 Mutual Intellectual Property Indemnification (Merchants, Partners, and All VL IP Users)

This Section 12.1 is mutual as between VerifyLive and each VL IP User (including Merchant, any Partner, and any other entity that uses VerifyLive IP under an instrument incorporating these terms). For purposes of this Section 12.1 only, “Indemnified VL Party” means the VL IP User seeking indemnity from VerifyLive, and “Indemnifying VL User” means the VL IP User obligated to indemnify VerifyLive.

(a) By VerifyLive (IP claims against the VL IP User). VerifyLive shall defend, indemnify, and hold harmless each VL IP User and its officers, directors, and employees from and against any third-party claim, suit, or proceeding alleging that that VL IP User’s authorized use of the Service or VerifyLive IP in accordance with this Agreement (or the applicable incorporating instrument) infringes or misappropriates a United States patent, copyright, trademark, or trade secret of the third-party claimant, and shall pay damages, costs, and reasonable attorneys’ fees finally awarded against that VL IP User (or agreed in a settlement approved by VerifyLive) arising from such claim.

(b) By each VL IP User (IP claims against VerifyLive). Each VL IP User shall defend, indemnify, and hold harmless VerifyLive and its officers, directors, employees, and Affiliates from and against any third-party claim, suit, or proceeding alleging that that VL IP User’s IP, data, products, services, branding, marketing materials, implementations, or combinations supplied or directed by that VL IP User infringe or misappropriate a patent, copyright, trademark, or trade secret of the third-party claimant, and shall pay damages, costs, and reasonable attorneys’ fees finally awarded against VerifyLive (or agreed in a settlement approved by that VL IP User) arising from such claim.

(c) IP Indemnity Exclusions. The obligations in this Section 12.1 do not apply to claims arising out of: (i) combination of the indemnifying party’s materials with products, services, or data not provided by that party, where the claim would not have arisen absent such combination; (ii) modifications not made or authorized by the indemnifying party; (iii) use not in accordance with this Agreement, the applicable instrument, or the indemnifying party’s published documentation; or (iv) continued use after the indemnifying party has provided a non-infringing alternative or required the indemnified party to cease the infringing use.

(d) Partners and other non-Merchant VL IP Users. Partner agreements, API agreements, evaluation agreements, and other instruments that grant access to the Service or VerifyLive IP shall incorporate this Section 12.1 and Sections 2.1 and 8 by reference (or restate them no less protective of VerifyLive). No partner or other VL IP User may grant end customers broader rights in VerifyLive IP than VerifyLive grants under Section 2.1, and any attempt to do so is void as between that party and VerifyLive.

12.2 Additional Indemnification by Merchant

Without limiting Section 12.1, Merchant shall defend, indemnify, and hold harmless VerifyLive and its officers, directors, employees, and Affiliates from and against any and all third-party claims, losses, damages, liabilities, and reasonable costs (including reasonable attorneys’ fees) arising out of or relating to: (a) Merchant’s breach of Section 3 (Merchant Obligations and Conduct), Section 5 (Merchant Data) with respect to the accuracy and lawfulness of Merchant Data, Section 10.2 (Merchant Representations), or Section 11 (Prohibited Verticals); (b) Merchant’s products or services, including product liability, delivery, and regulatory claims relating to Merchant’s business; (c) Merchant’s violation of any applicable law, payment processor rule, card network rule, or Commerce Platform rule; or (d) fraudulent misrepresentation by Merchant as described in Section 15.3.

12.3 Procedure

The Party seeking indemnification (the “Indemnified Party”) shall (a) promptly notify the indemnifying Party of the claim in writing (failure to give prompt notice relieves the indemnifying Party only to the extent it is materially prejudiced); (b) give the indemnifying Party sole control of the defense and settlement of the claim, provided that the indemnifying Party shall not settle any claim that imposes any admission of fault or any non-monetary obligation on the Indemnified Party without the Indemnified Party’s prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying Party’s expense.

13. Limitation of Liability

13.1 Exclusion of Consequential and Related Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE UNCAPPED CARVE-OUTS SET FORTH IN SECTION 13.4, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 Aggregate Cap on VerifyLive’s Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 13.4 (UNCAPPED CARVE-OUTS), VERIFYLIVE’S TOTAL AGGREGATE LIABILITY TO MERCHANT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHER LEGAL THEORY, SHALL NOT EXCEED THE LESSER OF (I) THE SUM OF THE FEES ACTUALLY PAID BY MERCHANT TO VERIFYLIVE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (II) TWENTY-FIVE THOUSAND U.S. DOLLARS (US$25,000) (THE “LIABILITY CAP”). IF NO FEES HAVE YET BEEN PAID, THE LIABILITY CAP IS ZERO DOLLARS (US$0), EXCEPT TO THE EXTENT APPLICABLE LAW REQUIRES A MINIMUM NON-WAIVABLE REMEDY. THE EXISTENCE OF MULTIPLE CLAIMS OR CAUSES OF ACTION SHALL NOT ENLARGE THE LIABILITY CAP. THE LIABILITY CAP LIMITS VERIFYLIVE’S LIABILITY TO MERCHANT ONLY AND DOES NOT LIMIT MERCHANT’S PAYMENT OBLIGATIONS OR LIABILITY TO VERIFYLIVE UNDER THIS AGREEMENT.

13.3 Chargeback Guarantee Settlements Are Outside the Liability Cap

For the avoidance of doubt, the Chargeback Guarantee caps set forth in Section 7.2 are the exclusive limit on VerifyLive’s obligation to make settlement payments under the Chargeback Guarantee. Chargeback Guarantee settlement payments owed by VerifyLive under Section 7 are governed exclusively by Section 7 and do not count against, are not aggregated with, and are not limited by the Liability Cap in Section 13.2. Section 7 remains RESERVED and NOT CURRENTLY OFFERED under Section 7.0.

13.4 Uncapped Carve-Outs

The exclusions in Section 13.1 and the Liability Cap in Section 13.2 do not apply to, and shall not be deemed to limit, liability arising from: (a) a Party’s indemnification obligations under Section 12; (b) a Party’s breach of Section 9 (Confidentiality); (c) Merchant’s payment obligations under Section 4; (d) VerifyLive’s obligation to pay an eligible Chargeback Guarantee claim under Section 7, up to the applicable caps in Section 7.2, if and when Section 7 is made operative by Rider; (e) liability arising from a Party’s fraud, gross negligence, or willful misconduct; (f) a Party’s infringement or misappropriation of the other Party’s intellectual property rights; or (g) any liability that applicable law does not permit to be limited or excluded by contract.

13.5 Essential Purpose

The Parties agree that the limitations on liability set forth in this Section 13 are a material and bargained-for basis of this Agreement and that the Fees and other consideration exchanged by the Parties reflect this allocation of risk. The Parties further agree that these limitations shall apply notwithstanding the failure of essential purpose of any limited remedy.

14. Term; Termination

14.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 14. Monthly plans renew automatically on a month-to-month basis. Founders annual plans continue for one (1) year from the Effective Date and renew automatically for successive one-year periods at VerifyLive’s then-current rate, unless Merchant provides written notice of non-renewal at least thirty (30) days before the renewal date. The rate-lock benefit of the Founders program is available only while the Founders subscription remains continuously active and unpaused.

14.2 Termination for Convenience

Merchant may terminate a monthly subscription at any time effective at the end of the then-current billing period by written notice. VerifyLive may terminate a monthly subscription upon thirty (30) days’ prior written notice. Founders annual plans are not subject to termination for convenience by Merchant after the thirty-day satisfaction window set forth in Section 4.7, and Founders annual Fees remain non-refundable thereafter.

14.3 Termination for Cause

Either Party may terminate this Agreement for cause upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receipt of written notice describing the breach. VerifyLive may terminate immediately, without a cure period, in the event of: (a) Merchant’s fraudulent misrepresentation as described in Section 15.3; (b) Merchant’s operation in a Prohibited Vertical; (c) Merchant’s failure to pay undisputed Fees more than thirty (30) days past due; (d) repeated breach of the same term after cure; or (e) Merchant’s insolvency, assignment for the benefit of creditors, or filing of a bankruptcy petition.

14.4 Effect of Termination

Upon termination: (a) Merchant’s right to access and use the Service ceases; (b) accrued and unpaid Fees remain due and payable; (c) VerifyLive’s obligation to pay pending, eligible Chargeback Guarantee claims for Chargebacks that arose during the Term shall continue, subject to the caps in Section 7.2; (d) each Party shall return or destroy the other Party’s Confidential Information in its possession, subject to legal retention obligations and VerifyLive’s right to retain de-identified and aggregated data for model training and analytics; and (e) the provisions that by their nature should survive termination (including Sections 5, 7.7 with respect to pending settlements, 7.11 (Late-Win Recovery), 8, 9, 10.4, 12, 13 (including 13.4 and 13.5), 14.4, 16, 17, and 18) shall survive.

15. Reclassification

15.1 Non-Fraudulent Drift

If Merchant’s product mix, operations, or risk profile changes materially after the Effective Date in a manner that would, if present at onboarding, have resulted in a different Risk Classification or the inclusion of products in a Prohibited Vertical or excluded category, VerifyLive may reclassify Merchant upon thirty (30) days’ written notice. During the thirty-day notice period, Merchant may elect to (a) accept the reclassification and associated pricing or coverage adjustment; (b) remove the triggering products or activities from its Commerce Platforms; or (c) terminate this Agreement, in which case Merchant’s pre-paid, unused Fees shall be pro-rated and refunded (other than non-refundable Founders annual Fees).

15.2 Founders Rate Lock Under Non-Fraudulent Drift

For Founders subscribers, the Founders rate remains locked under non-fraudulent reclassification. Reclassification may, however, adjust the scope of the Chargeback Guarantee (for example, by removing coverage of newly-added elevated-risk product categories) and may modify applicable operational terms. The Founders Chargeback Guarantee cap remains at one hundred percent (100%) of the Founders annual Fee notwithstanding any reclassification.

15.3 Fraudulent Misrepresentation

If VerifyLive determines that Merchant has committed fraudulent misrepresentation, including but not limited to the intentional concealment of a Prohibited Vertical or the intentional misclassification of risk-relevant operations or product categories, VerifyLive may, immediately and without a cure period: (a) terminate this Agreement pursuant to Section 14.3; (b) void the Chargeback Guarantee with respect to all misrepresented product categories, including retroactively; (c) apply elevated-risk pricing retroactively from the Effective Date; and (d) retain any pre-paid, non-refundable Fees as partial compensation for its reliance. VerifyLive’s rights under this Section are cumulative with all other rights and remedies.

16. Governing Law; Venue; Dispute Resolution

16.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Exclusive Venue

Subject to Sections 16.3 and 16.5, the state and federal courts located in Kane County, Illinois shall have exclusive jurisdiction over any action, suit, or proceeding arising out of or relating to this Agreement that is permitted to be brought in court (including without limitation actions to compel arbitration, to confirm, modify, or vacate an arbitral award, or to obtain equitable relief). Each Party irrevocably consents to personal jurisdiction and venue in those courts and waives any objection based on forum non conveniens or otherwise. VerifyLive may designate a different Illinois county as the exclusive venue by written notice to Merchant or by an amendment under Section 17.2; until such designation, Kane County, Illinois controls.

16.3 Informal Resolution

Before initiating any formal dispute-resolution proceeding, the Parties shall attempt in good faith to resolve the dispute through escalation to each Party’s designated representative for a period of not less than thirty (30) days.

16.4 Arbitration

Any dispute arising out of or relating to this Agreement that is not resolved through informal resolution shall be finally settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect. The arbitration shall be conducted in Kane County, Illinois (including Geneva or such other location in Kane County as the arbitrator or administering body may designate), or if proceedings cannot reasonably be convened in Kane County then in Chicago, Illinois, in the English language, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction, including the courts specified in Section 16.2. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

16.5 Class Waiver; Jury Waiver

EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR CONSOLIDATED ARBITRATION OR PROCEEDING AGAINST THE OTHER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE THAT IS PERMITTED TO BE BROUGHT IN A COURT UNDER THIS AGREEMENT.

16.6 Equitable Relief

Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief in the courts specified in Section 16.2 (or, if those courts lack jurisdiction over an indispensable third party, in any court of competent jurisdiction) to protect its intellectual property, Confidential Information, or data rights, without waiving any other remedy and without the necessity of proving actual damages or posting a bond to the extent a bond may be waived under applicable law.

17. General Provisions

17.1 Entire Agreement; Order of Precedence

This Agreement, together with the Order Form, the Privacy Policy, the Data Processing Addendum (where executed), and any Founders Program Addendum (where applicable), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, understandings, or agreements, written or oral. In the event of conflict, the order of precedence shall be: (1) the Order Form, (2) this Agreement, (3) the Data Processing Addendum, (4) the Founders Program Addendum, (5) the Privacy Policy, and (6) the VerifyLive Terms of Service published at verifylive.net/legal/terms (the “Terms of Service”), except that the Data Processing Addendum shall control with respect to the processing of Personal Data. Where Merchant has accepted this Agreement, this Agreement supersedes and controls over the Terms of Service with respect to Merchant’s use of the Service, including without limitation with respect to governing law, limitation of liability, warranty disclaimers, and dispute resolution; the Terms of Service continue to apply to Merchant only to the extent they address matters not addressed in this Agreement.

17.2 Amendments

No amendment or modification of this Agreement is effective unless in writing and signed by both Parties, except that VerifyLive may amend its Privacy Policy and published documentation from time to time in accordance with its stated change-management process.

17.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon written notice to the other Party.

17.4 Notices

Notices under this Agreement shall be in writing and delivered to the Party’s designated notice address on the Order Form, or by email to the Party’s designated notice email (VerifyLive: [email protected]). Notices are effective on delivery or, if sent by email with acknowledgment of receipt, on the date of acknowledgment.

17.5 Force Majeure

Neither Party shall be liable for any delay or failure to perform (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, internet or telecommunications outages not caused by such Party, and denial-of-service or similar attacks.

17.6 Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.

17.7 Severability

If any provision of this Agreement is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remainder of this Agreement shall remain in full force and effect.

17.8 Waiver

No waiver of any term or breach shall be construed as a waiver of any subsequent term or breach. Waivers must be in writing to be effective.

17.9 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing herein shall be construed to create any third-party beneficiary rights.

17.10 Construction

Headings are for convenience only. The word “including” means “including without limitation.” References to sections and exhibits refer to sections and exhibits of this Agreement.

18. Signatures

The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

VerifyLive LLC

By: ________________________________

Name: ______________________________

Title: _____________________________

Date: ______________________________

Merchant

By: ________________________________

Name: ______________________________

Title: _____________________________

Date: ______________________________