Merchant Services Terms & Conditions
Terms and Conditions
Effective Date: August 24, 2026
PREAMBLE
This Merchant Services Agreement (“Agreement”) is entered into between CARDZ3N Inc., a Delaware corporation, doing business as Z3N Gateway, Z3N Pay, Z3N Capital, ChargebackZ3N, InvoiceZ3N, AerospacePay, and Business Capital (collectively, “CARDZ3N,” “we,” “us,” or “our”), and the business entity or sole proprietor completing a CARDZ3N Merchant Application (“Merchant,” “you,” or “your”).
CARDZ3N is an independent sales organization, agent, payment facilitator reseller, and technology provider. CARDZ3N is not a bank. Depending on the products and services you select, your account may be underwritten, settled, and serviced by one or more third-party acquiring banks, processors, payment gateways, or sponsoring financial institutions with which CARDZ3N maintains a business relationship (each, a “Processing Partner”). Section 1 below explains this relationship in detail.
Acceptance. By completing a Merchant Application, by signing any Processing Partner agreement referenced in that Application, or by processing your first transaction, you agree to be bound by this Agreement, your Merchant Application, your Fee Schedule, and all other documents identified in Section 2.4 (Document Hierarchy).
SECTION 1: YOUR RELATIONSHIP WITH CARDZ3N AND PROCESSING PARTNERS
1.1 CARDZ3N's Role
CARDZ3N acts as an independent sales organization, agent, or reseller for one or more Processing Partners. CARDZ3N is not a bank, is not the Processing Partner, and does not itself extend credit, hold cardholder settlement funds, or act as the acquiring or issuing financial institution for any transaction.
1.2 How CARDZ3N Selects Your Processing Partner
In evaluating your Application, CARDZ3N considers your business type, processing volume, and risk profile against the underwriting criteria of the Processing Partners in its network, and recommends the Processing Partner(s) it believes best fit your business. CARDZ3N does not guarantee approval by any Processing Partner. Final underwriting, approval, pricing, and account terms are determined solely by the selected Processing Partner — and, where applicable, its sponsoring bank — in that party's sole discretion. This includes the fees and rates charged for your account and any change to them over time: your Fee Schedule and, where applicable, your Processing Partner's own agreement with you govern your pricing, not this Agreement, and CARDZ3N does not set, control, guarantee, or cap those fees or rates, or the notice period for any change to them. CARDZ3N may decline to submit your Application to any particular Processing Partner, and may decline to act as your agent or reseller, for any lawful reason or no reason.
1.3 Who You Are Actually Contracting With
The Merchant Agreement, Terms of Service, or comparable contract governing your day-to-day processing relationship is a direct agreement between you and your selected Processing Partner (and its sponsoring bank, if applicable) — not between you and CARDZ3N. CARDZ3N is not a party to that agreement and assumes no obligation to perform, and no liability for the performance of, your Processing Partner's services. Where this Agreement uses the term “Processing Partner,” it refers to whichever acquiring bank, processor, gateway provider, or sponsoring financial institution is actually identified in your Merchant Application and Fee Schedule; CARDZ3N does not publicly list its Processing Partner relationships, which are treated as confidential business information.
1.4 Compensation Disclosure
CARDZ3N may receive compensation — including referral fees, commissions, or ongoing residual payments — from your Processing Partner based on your processing activity. This does not increase your costs beyond what your Processing Partner separately discloses to you in your Fee Schedule, but you are entitled to know that CARDZ3N is compensated for referring your business.
1.5 Processing Partner-Specific Disclosures
Some Processing Partners require additional disclosures — for example, identifying that Processing Partner by name on your statements, identifying CARDZ3N as that Processing Partner's independent sales representative, or including that Processing Partner's own bank or sponsor disclosures. You provide your business and account information once, through CARDZ3N's web-based intake form; CARDZ3N then generates and routes the application and account documents your selected Processing Partner requires from that information, and those documents carry that Processing Partner's own branding, terms, and any required disclosure. Any additional disclosure applicable to your account appears in those Processing Partner-specific documents, not in this Agreement.
1.6 CARDZ3N Family Brands
CARDZ3N markets its services under the CARDZ3N name and a family of product brands, including Z3N Gateway (payment gateway services), Z3N Pay and Z3N Capital (payment acceptance and related financial products), ChargebackZ3N (chargeback and dispute management, governed by its own separate Terms of Service), InvoiceZ3N (invoicing and accounts-receivable tools), AerospacePay (payment processing for aerospace, aviation, and defense-sector B2B and B2G commerce), and Business Capital (third-party business financing, described in Section 15). Use of any CARDZ3N family brand in connection with a particular product does not change the identity of the underlying Processing Partner responsible for that product, as disclosed under Section 1.5.
SECTION 2: SERVICES AND PROGRAM PARTICIPATION
2.1 Services Covered
Depending on the products you apply for, this Agreement governs the following goods, products, and services made available by CARDZ3N and its Processing Partners:
- Merchant card processing (Visa, MasterCard, Discover, American Express, and UnionPay)
- Electronic Payments — ACH and wire transfer processing
- Electronic check and PIN debit transactions
- Payment Gateway Services (Z3N Gateway)
- Point-of-Sale (POS) equipment and software
- InvoiceZ3N invoicing and accounts-receivable services
- AerospacePay B2B and B2G payment processing
- Business Capital — third-party business financing (see Section 15; not provided by CARDZ3N)
- Chargeback management and dispute-prevention services (ChargebackZ3N — governed by separate Terms of Service, incorporated by reference where applicable)
- Fraud detection and prevention services
- Compliance and reporting tools
2.2 Merchant Application Binding Effect
By completing and executing a Merchant Application, Merchant acknowledges and agrees that it has read and understands this Agreement and all documents identified in Section 2.4; that it consents to be bound by this Agreement and those documents; that its first processed transaction constitutes acceptance of this Agreement in full; and that it grants CARDZ3N and its Processing Partner authority to:
- Access Merchant's designated bank account for settlement and fee collection
- Process ACH debits for processing fees, chargebacks, and reserve deposits
- Conduct background and credit inquiries on Merchant and its principals
- Report processing activity to Card Associations and applicable regulatory bodies
- Implement Agreement modifications subject to the notice requirements of Section 11
- Share Merchant information with the Processing Partner and other third parties as necessary to provide the Services
- Send text messages to Merchant's designated mobile number as described in Section 21.2
2.3 Acceptance Is Not Guaranteed
CARDZ3N and its Processing Partners retain sole and absolute discretion to accept, conditionally accept (with enhanced due diligence, reserves, or monitoring), or reject any Merchant Application; to request additional documentation or verification; to decline specific transaction types; to set volume, ticket-size, or geographic limitations; and to require personal or corporate guaranties as a condition of approval. Merchant may not process any transaction until it receives written confirmation of approval.
2.4 Document Hierarchy
This Agreement and Merchant's binding contract consist of the following documents, in order of precedence (highest to lowest):
- This Merchant Services Agreement
- Merchant's completed Application, including all representations and certifications
- Any Processing Partner-specific Merchant Agreement or Terms of Service applicable to the products Merchant selected (governs that Processing Partner's platform, fees, liability terms, and data-handling practices)
- Operating Guide (payment network-specific procedures)
- Fee Schedule
- Card Association Operating Rules (Visa, MasterCard, Discover, American Express)
- CARDZ3N policies, as amended from time to time
In the event of conflict between this Agreement and a Processing Partner's own Merchant Agreement, the Processing Partner's terms control with respect to that Processing Partner's platform, fees, liability limitations, warranties, and data-handling practices; this Agreement controls all other aspects of the relationship. Merchant must comply with every document in this hierarchy.
SECTION 3: PAYMENT CARD NETWORK COMPLIANCE OBLIGATIONS
3.1 Merchant's Payment Card Industry Obligations
Merchant must comply with the Operating Rules established by Visa, MasterCard, Discover, and American Express (“Card Associations”), which are incorporated into this Agreement by reference, including each Card Association's cardholder-data security programs, chargeback-management procedures, transaction-authorization standards, and merchant-category-code requirements.
3.2 Consequences of Non-Compliance
Merchant's failure to comply with Operating Rules is a material breach of this Agreement. CARDZ3N or the Processing Partner may impose compliance remediation fees, require a third-party PCI DSS assessment at Merchant's expense, suspend processing, increase reserve requirements, or terminate this Agreement for cause following a 30-day cure period where curable. Card Associations may fine CARDZ3N or the Processing Partner directly for Merchant's non-compliance; Merchant shall fully indemnify CARDZ3N and its Processing Partner for any such fines.
3.3 Merchant's Representations Regarding Operating Rules
Merchant represents that it has reviewed the Operating Rules applicable to its business, will maintain continuous compliance as those Rules are amended, and will notify CARDZ3N within five business days of any Operating Rule change materially affecting Merchant's business. Merchant acknowledges Operating Rules may change with little or no advance notice and are binding on Merchant immediately upon their effective date.
3.4 Modifications Required by Operating Rules
If Card Association rule changes require modifications to this Agreement, CARDZ3N may amend this Agreement on fewer than 15 days' notice, or immediately where required, and may suspend services or implement additional security or reserve measures as necessary to maintain compliance.
SECTION 4: PCI DSS COMPLIANCE REQUIREMENTS
4.1 Applicability
Merchant must achieve and maintain compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), as amended by the PCI Security Standards Council from time to time, at the level appropriate to Merchant's transaction volume and business model. Merchant shall provide CARDZ3N or its Processing Partner with evidence of PCI DSS compliance upon request and at least annually.
4.2 PCI DSS Compliance Levels
| Level | Annual Volume | Requirement |
|---|---|---|
| Level 1 | More than 6 million transactions | Annual Report on Compliance by a Qualified Security Assessor; quarterly network scans |
| Level 2 | 1–6 million transactions | Attestation of Compliance; annual external network scan |
| Level 3 | 20,000–1 million Visa e-commerce transactions | Self-Assessment Questionnaire; annual attestation |
| Level 4 | Fewer than 20,000 Visa e-commerce transactions | Annual compliance questionnaire |
4.3 Core Security Requirements
Merchant shall implement and maintain controls addressing each of the following, consistent with the then-current PCI DSS:
- Firewall configuration and access control, including multi-factor authentication for remote access to the cardholder data environment
- Elimination of vendor-supplied default passwords and security parameters
- Encryption of stored cardholder data (at rest) and prohibition on retaining track data, CVV/CVC values, or PIN blocks after authorization
- Encryption of cardholder data in transit, using current, non-deprecated transport security protocols
- Malware protection, endpoint detection, and timely security patching
- A secure software development lifecycle for any Merchant-developed payment applications
- Role-based, need-to-know access controls with logging of all access to cardholder data
- Unique user identification and strong, multi-factor authentication for all system access
- Physical security over any location where cardholder data is stored or accessed
- Continuous monitoring, log retention, and intrusion detection
- Regular vulnerability scanning and penetration testing
- A documented information security policy and tested incident response plan
4.4 Card-Not-Present Transactions
Merchants accepting card-not-present transactions (online, phone, or mail order) shall implement network-token or 3-D Secure authentication where supported by the applicable Card Association, real-time fraud scoring, and address/CVV verification. Failure to implement reasonable card-not-present fraud controls may result in liability shift to Merchant for resulting fraud losses, increased chargeback fees, or increased reserve requirements.
4.5 Merchant Servicers and Third-Party Providers
If Merchant engages a third party to assist with card acceptance or cardholder data handling (a “Merchant Servicer”), Merchant shall confirm the Merchant Servicer's PCI DSS compliance before engagement, obtain CARDZ3N's or the Processing Partner's prior written approval where required, maintain a written data-security agreement with the Merchant Servicer, and remain fully responsible for the Merchant Servicer's acts and omissions. CARDZ3N or the Processing Partner may require removal of any Merchant Servicer that presents an unacceptable security or compliance risk.
SECTION 5: DATA BREACH NOTIFICATION AND INCIDENT RESPONSE
5.1 Immediate Notification
Merchant shall notify CARDZ3N within 24 hours of discovering or reasonably suspecting any unauthorized access to, or compromise of, cardholder data, including suspected malware on payment systems, suspected data exfiltration, network intrusion, or loss of any device or media containing unencrypted cardholder data.
5.2 Written Notice and Forensic Investigation
Within three business days, Merchant shall provide written notice describing the nature and scope of the incident, data elements involved, and remedial steps taken. Within 48 hours of a confirmed breach, Merchant shall engage, at its own expense, a PCI-qualified forensic investigator to determine the scope of exposure and root cause, and shall cooperate fully with that investigation and with CARDZ3N's or the Processing Partner's participation in it.
5.3 Regulatory and Consumer Notification
Merchant shall, at its own expense, comply with all applicable U.S. state and federal data breach notification laws, and with Card Association notification requirements (generally within 72 hours of a confirmed breach affecting five or more cardholders per card type). Because notification requirements vary by state and are frequently updated, Merchant is responsible for determining and satisfying the specific requirements applicable to affected cardholders' states of residence.
5.4 Cost Allocation
Merchant shall bear all costs associated with a breach originating from its systems or Merchant Servicers, including forensic investigation fees, credit monitoring for affected cardholders, notification costs, resulting Card Association fines, and chargeback or fraud losses arising from the breach. CARDZ3N or the Processing Partner may deduct such amounts from Merchant's Settlement Account or Reserve Account.
5.5 Merchant's Information Security Program
Merchant shall maintain a written information security program addressing PCI DSS compliance, personnel security training, incident response procedures, vendor risk management, and business continuity planning, and shall not store prohibited cardholder data (track data, CVV, or PIN) after authorization, disclose cardholder data to unauthorized third parties, or retain cardholder data longer than necessary for the transaction and applicable recordkeeping requirements.
SECTION 6: CARDHOLDER INFORMATION SECURITY
6.1 Confidentiality and Access Control
Merchant shall retain transaction records securely, limit cardholder-data access to personnel with a documented business need, apply role-based access controls, revoke access immediately upon personnel termination, and maintain access logs for at least 12 months.
6.2 Physical Security
Merchant shall store physical records containing cardholder data in locked facilities with restricted key or badge access, and shall securely destroy such records (cross-cut shredding or incineration for paper; certified wiping or physical destruction for electronic media) rather than disposing of them in ordinary trash or recycling.
6.3 Internet-Connected Systems
Any Merchant system, Merchant Servicer, or third-party provider with internet connectivity to cardholder data shall implement firewall protection, current transport encryption, timely security patching, multi-factor authentication for administrative access, and periodic vulnerability testing. Merchant assumes full liability for breaches or unauthorized access arising from its internet-connected systems.
SECTION 7: INDEMNIFICATION, LIMITATION OF LIABILITY, AND REMEDIES
7.1 Merchant's Indemnification of CARDZ3N
Merchant shall defend, indemnify, and hold harmless CARDZ3N, its affiliates, officers, directors, employees, and agents from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
- Any transaction dispute, chargeback, or cardholder claim of unauthorized or fraudulent use relating to transactions Merchant submitted
- Cardholder claims regarding the quality, delivery, or nature of goods or services Merchant sold
- Any data breach, unauthorized disclosure, or PCI DSS non-compliance involving Merchant's or its Merchant Servicers' systems
- Regulatory investigations, fines, or Card Association assessments arising from Merchant's conduct or compliance failures
- Merchant's actual or alleged AML, sanctions, or Operating Rule violations
- Merchant's fraud, misrepresentation, or false statements made in its Application or otherwise to CARDZ3N or a Processing Partner
- Third-party claims, including from Merchant Servicers, vendors, or Card Associations, arising from Merchant's business activities
- Merchant's unauthorized use of CARDZ3N's or any Card Association's trademarks or brand materials
7.2 Indemnification Process
CARDZ3N shall notify Merchant of an indemnified claim within a reasonable time. Merchant shall assume the defense at its own expense with counsel reasonably acceptable to CARDZ3N, keep CARDZ3N informed of material developments, and not settle without CARDZ3N's written consent. If Merchant fails to assume the defense within ten days of notice, CARDZ3N may retain counsel at Merchant's expense and pursue recovery. Merchant shall pay all indemnified amounts within 30 days of invoice or final judgment, and CARDZ3N may deduct such amounts from Merchant's Settlement Account, Reserve Account, or any personal guaranty.
7.3 Carve-Out From Merchant's Indemnification
Merchant is not required to indemnify CARDZ3N for claims arising solely from CARDZ3N's own gross negligence, willful misconduct, or criminal conduct, or from CARDZ3N's breach of this Agreement not caused by Merchant's non-compliance.
7.4 Limitation of CARDZ3N's Liability
Except as provided in Section 7.5, CARDZ3N's maximum aggregate liability to Merchant for any claim arising from this Agreement or CARDZ3N's services — whether in contract, tort, or otherwise — shall not exceed the lesser of (a) $5,000, or (b) the aggregate processing fees actually retained by CARDZ3N (excluding amounts paid to or retained by Processing Partners, Card Associations, or other third parties) in the three months immediately preceding the event giving rise to the claim. This cap applies in the aggregate across all claims, theories, and proceedings, including class or collective actions.
CARDZ3N shall not be liable for lost profits, lost data, lost business opportunity, business interruption, cost of substitute services, loss of goodwill, or any indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages.
7.5 Exceptions to the Liability Cap
The following are not subject to the cap in Section 7.4: CARDZ3N's wrongful withholding or misappropriation of funds from Merchant's Settlement Account; claims arising from CARDZ3N's gross negligence, willful misconduct, fraud, or criminal conduct; cardholder data misuse by CARDZ3N personnel; statutory damages that cannot be limited by contract; and injunctive or equitable relief.
7.6 No Liability for Third-Party Failures
CARDZ3N is not liable for failures, errors, or delays caused by payment networks, Processing Partners, Merchant Servicers, Merchant's own personnel or systems, or events beyond CARDZ3N's reasonable control, including natural disasters, pandemics, war, government action, or utility and telecommunications failures. Merchant's sole remedy for such failures is to pursue the responsible third party directly.
7.7 Merchant's Acknowledgment
Merchant acknowledges these limitations are a material part of the basis of the parties' agreement, that Merchant had the opportunity to obtain its own liability insurance and to negotiate different terms, and that Merchant had the opportunity to review this Agreement with legal counsel before proceeding.
SECTION 8: MERCHANT'S DUTIES AND COMPLIANCE
8.1 General Obligations
Merchant shall comply with this Agreement and all applicable law; process only legitimate transactions consistent with its Application; maintain accurate, current business information and notify CARDZ3N within 30 days of any material change; notify CARDZ3N immediately of any legal proceeding, regulatory investigation, or enforcement action; and cooperate with all audits and examinations.
8.2 Anti-Money Laundering and Sanctions Compliance
Because CARDZ3N and its Processing Partners must screen Merchant, its principals, and beneficial owners against OFAC, FinCEN, and other applicable sanctions and watchlists on an ongoing basis, Merchant shall immediately notify CARDZ3N of any arrest or criminal charge involving Merchant or its principals, civil litigation exceeding $50,000, regulatory investigation, sanctions designation, change in beneficial ownership, asset seizure, or bankruptcy filing. Merchant represents that neither it nor any beneficial owner appears on any OFAC or other sanctions list, and that its business complies with applicable trade-control laws. This screening is separate from, and unaffected by, any federal beneficial-ownership registry reporting obligation that may or may not apply to Merchant under the Corporate Transparency Act, which CARDZ3N does not administer and for which Merchant bears sole responsibility to confirm its own status.
8.3 Changes in Merchant's Business
Merchant shall provide at least 30 days' prior written notice before changing its legal or trade name, relocating, changing ownership or control, materially changing the nature of its goods or services, materially increasing transaction volume, adding processing locations, or changing its Merchant Servicers. Failure to provide notice permits CARDZ3N to suspend processing, impose compliance fees, or terminate for material non-compliance.
8.4 Exclusivity and Other Processors
Unless CARDZ3N agrees in writing, Merchant shall not simultaneously process the same transaction types with a competing processor while under this Agreement. Merchant may use separate processors for different card types or for jurisdictions CARDZ3N cannot service, with CARDZ3N's knowledge.
8.5 Cross-Border and High-Risk Jurisdictions
Merchant shall not process transactions involving jurisdictions subject to comprehensive U.S. sanctions, jurisdictions on FATF's high-risk or non-cooperative lists, or persons or entities on any applicable sanctions list. For cross-border transactions exceeding 5% of monthly volume or $50,000 from any single region, Merchant shall maintain documentation of business purpose, source of funds, and beneficial-ownership information for its business counterparties, and shall provide it to CARDZ3N upon request.
SECTION 9: OPERATING RULES AND CARD ASSOCIATION COMPLIANCE
Merchant must comply with Operating Rules as amended by the Card Associations from time to time, which are incorporated by reference. Merchant is responsible for monitoring Card Association materials for updates; CARDZ3N is not obligated to notify Merchant of every change. If CARDZ3N becomes aware Merchant has violated Operating Rules, CARDZ3N will provide notice where practicable and a 30-day cure period before imposing remediation fees, requiring a third-party security assessment, suspending processing, or terminating this Agreement. Merchant shall reimburse CARDZ3N in full for any Card Association fine resulting from Merchant's violation.
SECTION 10: CHARGEBACK MANAGEMENT AND DISPUTE PROCEDURES
10.1 Chargeback and Fraud Ratio Monitoring — Card Association Thresholds
CARDZ3N monitors Merchant's dispute and fraud activity against the dispute- and fraud-monitoring program thresholds published by the applicable Card Association, as those thresholds, minimum-volume qualifiers, and calculation methods are established and amended by that Card Association from time to time. CARDZ3N does not set, and cannot waive or adjust, a Card Association's own thresholds.
As of the Effective Date of this Agreement, and for illustration only:
- Visa's Acquirer Monitoring Program (VAMP) applies a single “Excessive” threshold of 1.5% to a combined ratio of fraud reports and disputes divided by settled transactions, once combined fraud-and-dispute activity exceeds approximately 1,500 transactions in a month, with a per-transaction fee assessed once a merchant is enrolled.
- Mastercard's Excessive Chargeback Program designates a merchant “Excessive” at a 1.5% chargeback ratio together with at least 100 chargebacks in a month, escalating to “High Excessive” status at a 3% ratio together with at least 300 chargebacks in a month.
- American Express, Discover, and other Card Associations maintain comparable programs under their own published rules.
These programs are revised by the Card Associations independently of this Agreement — Visa alone has changed its threshold more than once in the twelve months preceding this Agreement's Effective Date — so the figures above are informational only. The Card Association's then-current published program, not the figures stated in this Agreement, controls the actual enforcement threshold at any given time. Merchant is responsible for monitoring the Operating Rules and program materials the applicable Card Association publishes.
10.2 CARDZ3N's Internal Risk-Management Thresholds
Separately from, and in addition to, the Card Association thresholds in Section 10.1, CARDZ3N applies its own internal monitoring thresholds — set more conservatively than the Card Associations' own enforcement lines — so that CARDZ3N and Merchant can act before a Card Association imposes fines or restrictions:
| Merchant's Chargeback Ratio (CARDZ3N's Internal Measure) | CARDZ3N's Response |
|---|---|
| Below 0.5% | Acceptable; standard processing continues |
| 0.5% – 1.0% | Monitored; CARDZ3N may issue a written warning |
| 1.0% – 1.5% | Enhanced due diligence; CARDZ3N may require a remediation plan |
| 1.5% or above | CARDZ3N may increase reserves, require daily settlement, or suspend or terminate processing under Section 12, reflecting that Merchant is now at or above the level where Card Association enforcement action is likely |
CARDZ3N's internal thresholds are a risk-management tool, not a restatement of Visa's or Mastercard's own published rules, and CARDZ3N may adjust them at its discretion to reflect changes in Card Association programs.
10.3 Responding to a Chargeback
Upon notice of a chargeback, Merchant must respond within three business days with complete supporting documentation (transaction authorization, proof of delivery or service completion, relevant cardholder communications, and order documentation), and shall reimburse CARDZ3N's or the Processing Partner's dispute-investigation costs. Merchant shall not represent a chargeback it cannot support with legitimate documentation, and shall not engage in friendly-fraud collusion, falsified delivery claims, or refund-and-chargeback schemes; doing so is grounds for immediate termination and full reimbursement of resulting losses.
10.4 Escalating Consequences
Sustained chargeback activity at or above CARDZ3N's internal thresholds in Section 10.2 — particularly where Card Association enforcement under Section 10.1 has begun or is imminent — may result in daily settlement, an increased reserve of up to 50% of monthly volume, per-chargeback fees, a required chargeback-reduction plan, suspension of card-not-present or recurring-billing processing, or termination under Section 12. Merchant remains liable for chargebacks and any resulting Card Association fines arising during the term, even after termination.
10.5 Dedicated Chargeback Prevention Services
Merchants who separately enroll in CARDZ3N's dedicated chargeback-alert and representment services (branded ChargebackZ3N) are additionally bound by the ChargebackZ3N Terms of Service, available at cardz3n.com, which govern the specific fees, service levels, and obligations of that enrollment.
SECTION 11: AMENDMENTS AND MODIFICATIONS
CARDZ3N may amend this Agreement, including its processing procedures and compliance obligations, by providing at least 15 days' written notice by mail, email, account statement, or posting to CARDZ3N's website. This Section does not cover fees, rates, or reserve requirements, which are governed by Section 1.2 and Section 14, respectively, and by your Fee Schedule and your Processing Partner's own agreement with you. CARDZ3N may implement amendments on shorter or immediate notice where required by Card Association rules, applicable law, or a security emergency. If CARDZ3N implements a standard (15-day) amendment, Merchant may terminate without penalty by providing written notice before the amendment's effective date and ceasing new transaction processing as of that date; continued processing after the effective date constitutes acceptance of the amended terms. This right to terminate without penalty does not apply to expedited amendments made for legal, regulatory, or security reasons. No other modification to this Agreement is effective unless in writing and signed, or accepted electronically, by an authorized CARDZ3N representative.
SECTION 12: TERM, RENEWAL, AND TERMINATION
12.1 Initial Term and Renewal
This Agreement has an initial term of two years from the date CARDZ3N approves Merchant's Application, and automatically renews for successive one-year terms unless either party provides at least 90 days' written notice of non-renewal before the end of the then-current term.
12.2 Termination Without Cause
Either party may terminate this Agreement without cause upon 30 days' written notice. During the notice period, Merchant shall continue processing consistent with this Agreement and remain current on all fees.
12.3 Termination for Cause by CARDZ3N
CARDZ3N may terminate immediately for material breach not cured within the applicable cure period (generally 10–30 days, depending on severity); Operating Rule or PCI DSS violations continuing past a 30-day cure period; failure to report a data breach within 24 hours; adverse changes in Merchant's financial condition, including bankruptcy or a Settlement Account overdraft exceeding $10,000 for three or more consecutive days; chargeback ratios described in Section 10.2 and Section 10.4; fraud or knowingly submitted unauthorized transactions; material misrepresentation in the Application; failure to provide required notices or information; regulatory proceedings or sanctions designations affecting Merchant; a judgment against Merchant exceeding $50,000; revocation of a supporting personal guaranty; use of an unapproved Merchant Servicer; reputational harm to CARDZ3N or a Card Association; or exclusion of Merchant from a Card Association's program.
12.4 Termination for Cause by Merchant
Merchant may terminate for CARDZ3N's uncured material breach following 30 days' written notice describing the breach, provided Merchant has not waived the breach through continued performance.
12.5 Early Termination Fees
If Merchant terminates without cause during the Initial Term or within the first 90 days of a Renewal Term, Merchant shall pay the lesser of $5,000 or the projected processing fees for the remainder of the term (minimum six months), plus CARDZ3N's direct setup and integration costs. No early termination fee applies if CARDZ3N is in uncured material breach, if Merchant relocates outside CARDZ3N's service territory, or if Merchant exercises its termination-without-penalty right under Section 11 in response to a standard amendment.
SECTION 13: SETTLEMENT AND FUNDING MECHANICS
13.1 Card Transaction Settlement
Provisional credit for valid card transactions is generally available within one to three business days of submission, subject to receipt of settlement through Card Association procedures, absence of fraud indicators, and available Reserve Account capacity. CARDZ3N or the Processing Partner may require daily settlement if Merchant's chargeback ratio exceeds 1%, if Merchant's risk profile changes, or at Merchant's request for an additional fee.
13.2 ACH and Electronic Check Settlement
ACH and electronic check transactions are processed under the National Automated Clearing House Association (NACHA) Operating Rules, which are distinct from Card Association Operating Rules and carry their own authorization, return, and dispute-timing requirements. Merchant shall obtain proper NACHA-compliant authorization from its customers before initiating any ACH debit or credit, and acknowledges that ACH returns, unauthorized-entry disputes, and same-day ACH settlement windows are governed by the NACHA Rules rather than by Section 10 of this Agreement.
13.3 Deductions From Settlement
Before crediting Merchant's Settlement Account, CARDZ3N or the Processing Partner deducts processing fees and assessments, chargebacks and related investigation fees, Reserve Account deposits, ACH return fees, equipment or software fees, and any early termination or compliance remediation fees then due. Merchant authorizes these deductions without separate approval for each instance.
13.4 Provisional Nature of Settlement
All settlement credits are provisional and subject to reversal for later-discovered fraud, chargebacks, Operating Rule violations, or processing errors, even after the funds have been credited to Merchant.
SECTION 14: RESERVE ACCOUNT REQUIREMENTS
14.1 Purpose and Control
A Reserve Account protects CARDZ3N and its Processing Partner against chargebacks, fraud losses, processing errors, regulatory fines, and refund obligations. Reserve funds are held separately from the Settlement Account, remain under CARDZ3N's or the Processing Partner's control, and are not Merchant's property until released under Section 14.4.
14.2 When a Reserve May Be Required
CARDZ3N or the Processing Partner may require a Reserve Account based on Merchant's risk profile, including a new merchant relationship without established processing history, a high-risk business category, card-not-present or recurring-billing transaction types, elevated chargeback or fraud activity, or a material adverse change in Merchant's financial condition. Whether a reserve applies to Merchant's account, and its type and amount, is determined by the Processing Partner as part of underwriting and disclosed in Merchant's Application and approval terms.
14.3 How a Reserve Is Structured
Where a Reserve Account is required, it is typically structured as one of the following:
| Reserve Type | Typical Amount | Typical Duration |
|---|---|---|
| Rolling Reserve | 5%–10% of each batch or settlement | Held on a rolling basis, typically 12–26 weeks, then released as each holdback ages out |
| Capped Reserve | 1x–3x Merchant's approved monthly processing volume | Withheld from settlement until the cap is reached, then held at that level until released under Section 14.4 |
For example, a merchant approved for $25,000 in monthly processing volume might have a capped reserve of $25,000 to $75,000. For a new merchant without established processing history, the Processing Partner may base a capped reserve on Merchant's projected monthly volume from its Application, subject to adjustment once actual processing history is available.
The specific reserve type, percentage, cap multiple, and holding period applicable to Merchant's account are set by the Processing Partner as part of its underwriting decision and disclosed in Merchant's Application and approval terms. They are not fixed by this Agreement and may vary by Processing Partner, risk category, and processing history.
14.4 Release of Reserve Funds
A rolling reserve releases on a continuing basis, consistent with its holding period, as each withheld amount reaches the end of that period, provided no unresolved chargeback, dispute, or investigation is attributable to the released amount. A capped reserve, and any reserve balance remaining after termination, is released once at least 180 days have elapsed since Merchant's final transaction or termination, all chargebacks and disputes have been resolved and the appeal window has passed, all fees and penalties have been paid in full, and any pending investigation has concluded. Merchant may request release in writing with supporting documentation; CARDZ3N will respond within 15 business days.
SECTION 15: BUSINESS CAPITAL
Business Capital is a financing product CARDZ3N makes available to eligible merchants through a third-party embedded finance platform. Business Capital is powered by Parafin, a leading provider of embedded business financing solutions for platforms and marketplaces. All loans are issued by Celtic Bank, an FDIC-insured, Utah-chartered industrial bank. All loans and offers are subject to credit approval, identity verification, and periodic review, and may change without notice. Bank transfers are subject to review.
CARDZ3N does not itself extend credit, make loans, or act as a lender in connection with Business Capital, is not a party to the resulting loan agreement, and receives no fee from Merchant for facilitating access to Business Capital beyond what is disclosed in the Business Capital offer itself. Any dispute regarding a Business Capital loan, its terms, or its repayment is between Merchant and Celtic Bank (and/or Parafin, as applicable), and is not governed by this Agreement.
SECTION 16: CREDIT REPORTS AND REGULATORY REQUESTS
16.1 Credit and Background Reporting
CARDZ3N and its Processing Partners may obtain credit reports and background information on Merchant, its owners, principals, officers, and guarantors from credit bureaus, business information providers, and fraud-prevention databases, and may furnish information about Merchant to Card Associations, law enforcement, regulators, and other processors for fraud-prevention purposes, with Merchant's authorization obtained as part of the Application process.
16.2 Business and Beneficial Ownership Information
CARDZ3N or its Processing Partner may request updated financial statements, business licenses, proof of insurance, and beneficial-ownership documentation as part of the bank Customer Due Diligence process applicable to Merchant's sponsoring financial institution. This request is independent of, and does not depend on, whether Merchant is separately required to file a beneficial-ownership report with the Financial Crimes Enforcement Network under the Corporate Transparency Act; Merchant is solely responsible for determining its own obligations under that Act.
16.3 Audit Rights
CARDZ3N, a Card Association, or a regulatory authority may audit Merchant's PCI DSS and security compliance, AML/KYC compliance, chargeback procedures, and billing accuracy on ten business days' notice for routine audits, or without notice where risk-based or required by a Card Association. Merchant shall provide reasonable access to systems and records, remediate findings within 30 days, and pay reasonable audit costs exceeding two hours of review time.
SECTION 17: REPRESENTATIONS, WARRANTIES, AND MERCHANT COVENANTS
17.1 Application Representations
Merchant represents that all statements in its Application are true, accurate, and complete; that the signatory has full authority to bind Merchant; that Merchant's business is legal and conducted in compliance with applicable law; that Merchant is not sanctioned or under investigation; that Merchant is not insolvent; that its Settlement Account is valid and under its control; and that it has no conflicting agreements preventing performance.
17.2 Ongoing Representations
Throughout the term, Merchant represents that it remains in compliance with this Agreement and all Third-Party Vendor terms applicable to it; that there has been no material adverse change in its financial condition or business operations since its Application; that each transaction it submits is genuine, lawful, and arises from a bona fide sale; and that its transactions do not involve sanctioned persons, countries, or activities.
17.3 Covenant to Notify
Merchant shall notify CARDZ3N within 24 hours of any data breach or security incident; chargeback or retrieval activity exceeding two per month or a 0.75% ratio; ownership, relocation, or business-model changes; an OFAC match or regulatory investigation; litigation exceeding $50,000; a bankruptcy filing; or any other event materially affecting Merchant's creditworthiness or ability to perform.
SECTION 18: CONFIDENTIALITY, INTELLECTUAL PROPERTY, AND BRAND USE
18.1 Confidentiality of CARDZ3N Information
Merchant shall keep confidential CARDZ3N's processing systems, fraud and risk models, pricing structures, settlement and reserve methodologies, and any other non-public information about CARDZ3N's operations, and shall not disclose such information to any third party, use it to develop competing services, or use it to benchmark or negotiate with competitors.
18.2 CARDZ3N Trademarks
Merchant may not imply CARDZ3N's or any Card Association's endorsement of Merchant's business; use CARDZ3N's name, logo, or marks in Merchant's own marketing without CARDZ3N's prior written approval; or claim any Card Association affiliation Merchant does not have. Permitted uses are limited to accurate factual statements such as “payments processed by CARDZ3N” in fine print on receipts or billing statements.
18.3 Marketing Material Approval
Where Merchant's marketing, advertising, or promotional materials reference CARDZ3N, any CARDZ3N family brand, or a Processing Partner by name, Merchant shall submit those materials to CARDZ3N for review and written approval before use. This requirement is in addition to, and does not replace, any separate approval requirement a Processing Partner's own agreement with CARDZ3N imposes on the use of that Processing Partner's name or marks, which is addressed in the Processing Partner-specific disclosure referenced in Section 1.5.
18.4 Trade Secret Protection
CARDZ3N's processing systems, risk models, and business relationships constitute valuable trade secrets protected under the Nevada Uniform Trade Secrets Act, the federal Defend Trade Secrets Act, and common law. Misappropriation permits CARDZ3N to seek injunctive relief, damages, and recovery of attorneys' fees, and is grounds for immediate termination.
SECTION 19: DISPUTE RESOLUTION AND GOVERNING LAW
19.1 Governing Law
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles.
19.2 Binding Arbitration
Any dispute arising from this Agreement or CARDZ3N's services shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator for claims under $100,000 (three arbitrators for larger claims), seated in Las Vegas, Nevada, with a written award issued within 60 days of hearing. If CARDZ3N prevails, Merchant pays AAA and arbitrator costs; if Merchant prevails on the majority of its claims, CARDZ3N pays those costs; each party otherwise bears its own attorneys' fees.
19.3 Exceptions to Arbitration
Claims for trademark or trade secret infringement, allegations of fraud or unauthorized computer access, disputes subject to Card Association resolution procedures, collection of unpaid fees, and requests for emergency injunctive relief may be brought in court rather than arbitration.
SECTION 20: ASSIGNMENT, BANKRUPTCY, AND SUCCESSORS
20.1 Assignment
Merchant may not assign this Agreement, sell or pledge its processing rights, or permit an affiliate to assume its account without CARDZ3N's prior written consent; any attempted assignment without consent is void. CARDZ3N may assign this Agreement to a successor or affiliate without Merchant's consent.
20.2 Bankruptcy
Merchant shall immediately notify CARDZ3N of any bankruptcy filing by or against it. This Agreement is a personal-services contract that Merchant's bankruptcy estate may not assume or assign without CARDZ3N's consent. CARDZ3N's right of setoff against settlement funds, and Merchant's indemnification obligations, survive Merchant's bankruptcy. Reserve Account funds are CARDZ3N's or the Processing Partner's security deposit, not property of Merchant's bankruptcy estate.
SECTION 21: NOTICES AND COMMUNICATIONS
21.1 General Notices
Notices under this Agreement may be delivered personally, by certified mail, by email to the address on file, or by posting to CARDZ3N's website with email notification. Notices are effective upon personal delivery, three business days after mailing, upon confirmed email receipt, or upon website posting with notification, as applicable. Merchant shall designate a compliance contact responsible for receiving and acting on CARDZ3N's notices.
21.2 SMS and Text Message Communications
By providing a mobile number to CARDZ3N, Merchant agrees to receive conversational text messages from CARDZ3N regarding its account. Message frequency may vary; message and data rates may apply. Merchant may opt out of text messages at any time by replying STOP, and may request assistance by replying HELP or by contacting CARDZ3N at support@cardz3n.com or 702-623-3528. CARDZ3N will process an opt-out request within the timeframe required by applicable law and may send a single confirmatory message acknowledging it. Consenting to receive text messages is not a condition of using CARDZ3N's services, and Merchant may still be contacted by phone, mail, or email after opting out of text messages. See CARDZ3N's Privacy Policy at cardz3n.com/privacy-policy for more information about how Merchant's information is used.
21.3 Optional Account Alerts by SMS
Separate from the conversational messages described in Section 21.2, Merchant may choose to enable account alerts or notifications by text message within CARDZ3N's platform. This feature is off by default and requires Merchant to affirmatively enable it in Merchant's account settings; doing so is a separate consent, in addition to the consent in Section 21.2, and Merchant may disable it at any time. Merchant may also be able to enable SMS alerts or notifications directly within a Processing Partner's own system; any such alerts are configured, sent, and governed entirely by that Processing Partner's own terms and consent process, not by this Agreement, and CARDZ3N is not responsible for SMS communications originating from a Processing Partner's platform.
SECTION 22: PERSONAL GUARANTY
If Merchant is a business entity, its owners, principals, and managers shall execute a personal guaranty providing unlimited personal liability for Merchant's obligations under this Agreement, waiver of defenses otherwise available to Merchant, waiver of notice before CARDZ3N pursues the guarantor, survival of the guaranty through Merchant's bankruptcy or dissolution, and CARDZ3N's right to pursue the guarantor directly regardless of whether it has pursued Merchant.
SECTION 23: ENTIRE AGREEMENT AND MISCELLANEOUS
23.1 Entire Agreement
This Agreement, together with Merchant's Application, any applicable Processing Partner terms, the Operating Guide, and the Fee Schedule, is the entire agreement between the parties and supersedes all prior negotiations and agreements on the same subject matter. Merchant shall not rely on any oral representation not reflected in these documents.
23.2 Waiver
CARDZ3N's failure to enforce any provision does not waive that provision. Any waiver must be in writing, signed by an authorized CARDZ3N representative, and limited to the specific circumstance described.
23.3 Severability
If any provision of this Agreement is held unenforceable, that provision is severed and the remaining provisions continue in full force.
23.4 Relationship of the Parties
Merchant is an independent contractor, not CARDZ3N's employee, agent, or partner, and controls all aspects of its own business.
23.5 Third-Party Beneficiaries
Except as expressly stated, no third party has any right to enforce this Agreement.
23.6 Counterparts and Electronic Acceptance
This Agreement may be accepted electronically, and electronic acceptance and signatures are valid and binding.
23.7 Headings
Section headings are for convenience only and do not affect interpretation.
Last Updated: August 24, 2026
Applies to: CARDZ3N Merchant Services
