Merchant Agreement

This Merchant & Business Account Agreement ("Agreement") is entered into between Quikcent, LLC ("Quikcent," "Company," "we," "our," or "us") and the business, merchant, organization, nonprofit, sole proprietor, professional practice, or other entity accepting this Agreement ("Merchant," "you," or "your").

This Agreement governs Merchant's access to and use of Quikcent's merchant accounts, business accounts, wallet services, payment acceptance services, payment links, QR payments, invoicing services, tap-to-pay services, and related features.

By creating or using a Merchant Account, Merchant agrees to be bound by this Agreement.

"Account" means any Merchant Account, Business Account, Wallet Account, or related account maintained through the Services.

"Chargeback" means any dispute, reversal, retrieval request, ACH return, refund, cardholder dispute, payment reversal, network adjustment, or similar transaction reversal.

"Payment Network Rules" means all applicable rules issued by Visa, Mastercard, American Express, Discover, NACHA, RTP, FedNow, Stripe, sponsor banks, processors, financial institutions, and payment networks.

"Reserve" means funds held by Quikcent or its processors to protect against actual or anticipated losses, liabilities, disputes, reversals, fraud, refunds, chargebacks, fines, or regulatory exposure.

"Wallet Services" means any digital wallet, stored-value functionality, balances, credits, rewards, loyalty value, or similar functionality offered through the Services.

Merchant represents and warrants that:

• Merchant is legally organized and validly existing under applicable law
• Merchant possesses all licenses, permits, registrations, and approvals necessary to conduct its business
• Merchant has authority to enter into this Agreement
• Merchant's business activities comply with applicable law
• Merchant is not subject to sanctions, restrictions, or prohibited-party designations.

Merchant shall immediately notify Quikcent of any material change to its ownership, operations, legal status, regulatory standing, or financial condition.

Merchant authorizes Quikcent and its service providers to conduct:

• identity verification
• business verification
• beneficial ownership verification
• sanctions screening
• anti-money laundering reviews
• fraud reviews
• financial reviews
• credit reviews where permitted by law.

Merchant shall provide requested information promptly, including:

• organizational documents
• tax documents
• government identification
• banking records
• ownership records
• licenses and permits.

Failure to provide requested information may result in suspension, reserve requirements, funding delays, or termination.

Quikcent may provide Wallet Services to Merchants.

Wallet functionality may permit:

• receipt of funds
• transfer of funds
• payment acceptance
• customer payments
• internal transfers
• loyalty rewards
• credits and incentives.

Wallet functionality may be facilitated by third-party processors, sponsor banks, and financial institutions.

Merchant acknowledges:

• Quikcent is not a bank
• Quikcent is not acting as a fiduciary
• wallet functionality may be modified, restricted, delayed, suspended, or terminated at any time.

Merchants may accept payments through features including:

• tap-to-pay
• payment links
• QR codes
• invoices
• wallet transfers
• card payments
• ACH payments
• mobile payments
• digital wallet payments.

Quikcent may add, remove, modify, suspend, or discontinue payment methods at any time.

Quikcent does not guarantee payment approval, transaction completion, settlement timing, or processor availability.

Settlement timing may vary.

Merchant acknowledges that:

• settlement schedules may vary by transaction type
• settlement schedules may vary by processor requirements
• settlement schedules may vary by risk profile
• settlement schedules may be delayed for compliance reviews.

Merchants may be offered different funding options, including:

• standard settlement
• expedited settlement
• instant transfers
• same-day transfers
• other funding methods.

Quikcent may modify available funding options at any time.

Merchant agrees to pay all fees disclosed through the Services.

Fees may include:

• transaction fees
• processing fees
• subscription fees
• wallet fees
• chargeback fees
• reserve fees
• expedited funding fees
• instant transfer fees
• communication fees
• compliance fees
• platform fees.

Quikcent may modify fees upon notice.

Merchant authorizes Quikcent to deduct amounts owed from:

• settlements
• reserves
• wallet balances
• linked accounts
• future payments.

To manage risk, Quikcent may establish:

• rolling reserves
• minimum reserves
• fixed reserves
• delayed settlement reserves
• termination reserves.

Reserve amounts may be established based upon:

• transaction volume
• chargeback activity
• fraud risk
• industry classification
• processor requirements
• banking partner requirements
• legal obligations.

Reserve amounts may be increased, decreased, maintained, or extended at Quikcent's discretion.

Merchant shall remain solely responsible for:

• chargebacks
• disputes
• refunds
• ACH returns
• network reversals
• fraud losses
• processor assessments
• card network fines.

Quikcent may recover losses from:

• settlements
• reserves
• wallet balances
• linked bank accounts
• future payments.

Chargeback determinations made by processors, banks, payment networks, or financial institutions shall be binding upon Merchant to the fullest extent permitted by law.

Merchant authorizes Quikcent, its processors, banking partners, and service providers to initiate electronic debit and credit entries to Merchant's linked accounts for purposes including:

• fee collection
• chargebacks
• reserve funding
• reversals
• corrections
• refunds
• penalties
• fines
• obligations owed under this Agreement.

This authorization survives termination until all obligations have been satisfied.

As a condition of receiving Merchant Services, each owner, principal, member, partner, manager, officer, or individual exercising substantial control over Merchant may be required to provide a limited personal guaranty.

Each guarantor unconditionally guarantees payment and performance of Merchant obligations arising from:

• chargebacks
• fraud losses
• reserve deficiencies
• processor fines
• card network fines
• negative balances
• unauthorized transactions
• indemnification obligations.

This guaranty shall not create personal liability for ordinary business losses unrelated to Merchant's obligations under this Agreement.

The obligations of each guarantor shall survive termination of this Agreement.

Merchant shall not use the Services for any activity:

• prohibited by applicable law
• prohibited by Payment Network Rules
• prohibited by sponsor banks
• prohibited by processors
• prohibited by Quikcent policies.

Without limiting the foregoing, prohibited activities may include:

• illegal products or services
• money laundering
• sanctions violations
• terrorist financing
• counterfeit goods
• deceptive business practices
• unlawful gambling
• illegal lending
• unlawful debt collection
• fraudulent investment programs
• prohibited adult services
• unauthorized charitable solicitations
• activities designated as prohibited by Quikcent from time to time.

Quikcent may modify prohibited activities at any time.

Merchants may utilize:

• payment links
• QR payment functionality
• tap-to-pay functionality
• invoices
• digital payment requests
• future payment acceptance technologies.

Merchant is solely responsible for:

• products sold
• services performed
• pricing disclosures
• customer communications
• legal compliance.

Quikcent does not guarantee collection of any payment request, invoice, or payment link.

Merchant is solely responsible for determining, calculating, collecting, reporting, remitting, and paying all federal, state, local, and foreign taxes arising from Merchant's business activities, including:

• sales taxes
• use taxes
• excise taxes
• gross receipts taxes
• value-added taxes
• income taxes
• payroll taxes
• and any similar governmental charges.

Merchant acknowledges that Quikcent may provide optional tax calculation tools, estimated tax rates, configurable tax settings, tax percentage fields, tax automation features, and similar functionality solely as a convenience.

Merchant remains solely responsible for verifying the accuracy and legality of all tax settings and ensuring that all applicable taxes are properly calculated, collected, reported, and remitted.

Quikcent does not provide tax, accounting, or legal advice and does not guarantee the accuracy of any tax calculation, estimate, recommendation, or automated functionality.

Quikcent shall have no responsibility or liability for any tax deficiency, underpayment, overpayment, assessment, audit, interest, penalty, governmental investigation, or other claim arising from Merchant's tax obligations or tax settings.

Merchant shall provide any tax documentation reasonably requested by Quikcent.

Merchant authorizes Quikcent to collect and report tax information and to issue Forms 1099 or other tax reporting documents as required by applicable law.

Merchant Configurable Settings

Merchant acknowledges that Quikcent may provide configurable settings for taxes, transaction fees, convenience fees, surcharges, gratuities, discounts, promotions, loyalty programs, and similar features.

Merchant is solely responsible for determining the proper configuration and legal compliance of such settings.

Quikcent does not review, approve, or guarantee the legality or accuracy of Merchant-configured settings.

To the extent Quikcent offers marketing, rewards, loyalty, gift card, promotional, email, SMS, or similar functionality, Merchant shall be solely responsible for compliance with:

• consumer protection laws
• advertising laws
• TCPA requirements
• CAN-SPAM requirements
• privacy laws
• state marketing laws.

Merchant shall obtain all legally required customer consents.

Quikcent does not review, approve, or guarantee merchant promotions.

Merchant represents and warrants that:

• all information provided is accurate
• Merchant owns or possesses authority regarding all products and services sold
• Merchant will comply with applicable laws
• Merchant will comply with Payment Network Rules
• Merchant will not engage in fraudulent activity
• Merchant will maintain all required licenses and permits
• Merchant possesses authority to enter into this Agreement.

Merchant shall promptly update inaccurate information.

Merchant agrees to defend, indemnify, and hold harmless Quikcent, its affiliates, managers, officers, directors, employees, contractors, processors, sponsor banks, payment partners, licensors, and agents from any claims, damages, liabilities, penalties, fines, losses, costs, and expenses (including attorneys' fees) arising from:

• Merchant's business activities
• Merchant's products or services
• Merchant's transactions
• Merchant's violation of law
• Merchant's violation of this Agreement
• Merchant's fraud
• Merchant's marketing activities
• Merchant's customer disputes.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUIKCENT DISCLAIMS ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY
• RELIABILITY
• CONTINUOUS AVAILABILITY.

QUIKCENT DOES NOT GUARANTEE:

• TRANSACTION APPROVAL
• PAYMENT COLLECTION
• SETTLEMENT TIMING
• ERROR-FREE OPERATION
• UNINTERRUPTED SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUIKCENT SHALL NOT BE LIABLE FOR:

• INDIRECT DAMAGES
• CONSEQUENTIAL DAMAGES
• INCIDENTAL DAMAGES
• SPECIAL DAMAGES
• LOST PROFITS
• LOST REVENUE
• LOST DATA
• BUSINESS INTERRUPTION
• REPUTATIONAL HARM.

QUIKCENT'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF:

(A) FEES PAID TO QUIKCENT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM; OR

(B) ONE HUNDRED DOLLARS ($100.00).

Quikcent may suspend, restrict, freeze, limit, or terminate Merchant access at any time for reasons including:

• fraud concerns
• processor requirements
• sanctions concerns
• compliance obligations
• excessive chargebacks
• legal requirements
• risk management concerns.

Merchant may terminate its Account subject to outstanding obligations.

Termination shall not affect accrued liabilities.

Following termination, Quikcent may continue to hold reserves, settlement funds, balances, or other amounts reasonably necessary to protect against:

• anticipated chargebacks
• refunds
• reversals
• processor liabilities
• card network liabilities
• legal claims
• fraud losses.

Quikcent may maintain such reserves for up to one hundred eighty (180) days following termination, or longer where reasonably necessary to address outstanding risks or legal obligations.

Merchant acknowledges that Quikcent may be required to comply with directives, requirements, underwriting standards, reserve requirements, compliance obligations, and operational rules imposed by processors, sponsor banks, financial institutions, regulators, or payment networks.

Quikcent may take any action reasonably necessary to comply with such requirements.

Any dispute arising from this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association.

Arbitration shall occur in Tarrant County, Texas.

The parties waive:

• jury trial rights
• class actions
• class arbitration
• representative actions.

Claims must be brought solely on an individual basis.

The prevailing party shall recover reasonable attorneys' fees and costs.

This Agreement shall be governed by the laws of the State of Texas without regard to conflict of law principles.

The following provisions survive termination:

• Fees
• Reserves
• Chargebacks
• ACH Authorization
• Personal Guaranty
• Indemnification
• Arbitration
• Limitation of Liability
• Governing Law
• Survival
• Any provisions intended to survive.

This Agreement, together with the Terms of Service, Privacy Policy, Acceptable Use requirements, reserve policies, processor disclosures, and other incorporated documents, constitutes the complete agreement between Merchant and Quikcent concerning Merchant Services.

Quikcent, LLC

Address:
3120 Southwest Fwy Ste 101 #496973 Houston, TX 77098

Support Email:
support@quikcent.com

Legal Email:
legal@quikcent.com

Telephone:
+1 (888) 208-4546

Website:
www.quikcent.com

Merchant shall not:

• engage in unlawful activity
• process transactions for third parties without authorization
• engage in money laundering
• engage in sanctions violations
• submit fraudulent transactions
• manipulate chargebacks
• circumvent processor controls
• engage in deceptive marketing
• violate intellectual property rights
• misuse customer information
• use the Services in a manner that creates unreasonable risk.

Quikcent may modify this Exhibit from time to time upon notice to Merchant.