Merchant Agreement

This Merchant Agreement ("Agreement") is entered into between Quikcent, LLC, a Texas limited liability company ("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 and payment acceptance features, including Tap to Pay, QR code checkout and checkout links, manual card entry, recording cash sales, tips, refunds, payouts, and sales history and analytics (together, the "Merchant Services").

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

1. Definitions

"Account" means any Merchant Account, Business 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, Stripe, the banks that work with Stripe, and other payment networks.

"Reserve" means an amount of Merchant's funds that Stripe keeps in Merchant's Stripe account, and does not pay out, at Quikcent's or Stripe's direction, to protect against actual or anticipated losses, liabilities, disputes, reversals, fraud, refunds, chargebacks, fines, or regulatory exposure.

2. Merchant Eligibility and Verification

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.

3. How Merchant's Funds Are Held

Payment processing for Merchant is provided by Stripe. When a customer pays Merchant by card, the funds are held by Stripe in Merchant's Stripe account until they are paid out to the bank account or debit card Merchant has linked.

Merchant acknowledges that:

• Quikcent is not a bank and does not provide banking or deposit services;
• Quikcent does not hold or take custody of Merchant's funds;
• Quikcent is not acting as a fiduciary; and
• Quikcent may instruct Stripe to delay, hold or reverse payouts, or to keep a Reserve, as described in this Agreement.

Payment processing services for Merchant on Quikcent are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal/full), which includes the Stripe Terms of Service (https://stripe.com/legal/ssa) (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement or continuing to operate as a merchant on Quikcent, Merchant agrees to be bound by the Stripe Services Agreement, as the same might be modified by Stripe from time to time. As a condition of Quikcent enabling payment processing services through Stripe, Merchant agrees to provide Quikcent accurate and complete information about Merchant and its business, and authorizes Quikcent to share it and transaction information related to Merchant's use of the payment processing services provided by Stripe.

4. Accepting Payments

Merchants may accept payments through features including:

• Tap to Pay, where the customer taps a contactless card, or a phone or watch with a digital wallet such as Apple Pay or Google Pay;
• QR code checkout, where the customer scans a QR code or opens a checkout link and pays on a secure page hosted by Stripe (each code or link expires 30 minutes after it is created);
• manual card entry, where Merchant types in the customer's card details; and
• cash, which Quikcent records in Merchant's sales history but does not process.

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

5. Settlement and Payouts

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.

Merchant may receive payouts in the following ways:

• standard payouts to Merchant's linked bank account or debit card, which are free and usually arrive within 1 to 2 business days; and
• instant payouts to an eligible linked debit card, which usually arrive within minutes and carry the fee shown on Quikcent's Fees page and in the app before Merchant confirms the payout.

Merchant's first payouts can take longer, up to 14 business days, while verification is completed. Quikcent may change the payout options it offers at any time.

6. Fees

Merchant agrees to pay all fees shown in the app and on Quikcent's Fees page (www.quikcent.com/fees).

Fees may include:

• transaction fees for each card payment, which differ by how the customer pays;
• instant payout fees;
• dispute (chargeback) fees, if shown on the Fees page;
• subscription fees, if Merchant chooses a paid plan; and
• any other fee shown in the app or on the Fees page before it applies.

Quikcent may modify fees upon notice.

Merchant authorizes Quikcent, directly or through Stripe, to deduct amounts owed from:

• Merchant's Stripe account balance, including any Reserve;
• amounts from future sales; and
• Merchant's linked bank account or debit card, where permitted by law.

7. Reserves

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.

8. Chargebacks, Refunds and Disputes

Merchant shall remain solely responsible for:

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

Quikcent may recover losses, directly or through Stripe, from:

• Merchant's Stripe account balance, including any Reserve;
• amounts from future sales; and
• Merchant's linked bank account or debit card, where permitted by law.

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

9. Authorization to Debit and Credit

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.

10. Personal Guaranty

Quikcent may require one or more owners or officers of Merchant to sign a separate personal guaranty as a condition of providing or continuing the Merchant Services, for example where Merchant's sales volume, refunds or disputes are high. No individual is a guarantor, and no personal liability arises under this section, unless that individual signs a separate written guaranty. If Merchant does not provide a requested guaranty, Quikcent may limit, suspend or end the Merchant Services.

11. Prohibited Activities

Merchant shall not use the Services for any activity:

• prohibited by applicable law
• prohibited by Payment Network Rules
• prohibited by Stripe or its banking partners
• 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.

12. Customer Payments and New Features

Quikcent may add features to the Merchant Services over time. If a new feature has its own terms or fees, Quikcent will show them in the app or on its website before Merchant first uses that feature, and they become part of this Agreement when Merchant uses it.

Merchant is solely responsible for:

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

Quikcent does not guarantee that a customer will complete any payment, including a payment started from a QR code or checkout link.

13. Taxes

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.

Quikcent does not currently calculate, collect, or remit taxes for Merchant. If Quikcent offers tax features in the future, such as tax rate settings or tax calculations, they are provided 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.

14. Merchant Settings and Customer Pricing

14.1. Merchant Configurable Settings

Merchant acknowledges that Quikcent may provide configurable settings for taxes, transaction fees, convenience fees, surcharges, gratuities, discounts, dual pricing, cash discount programs, 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.

14.2. Transaction-Related Fees

Quikcent may provide Merchant with the ability to configure optional customer-facing transaction fees, convenience fees, service fees, platform fees, processing-related fees, merchant fees, gratuities, or other transaction-related charges, and to implement dual pricing or cash discount pricing programs, through the Services.

When Merchant uses Quikcent's two-price setting, the app shows the customer a card price and a lower cash price for the same sale. Merchant enters the cash price, and the app works out the card price using the fees shown on Quikcent's Fees page. The card price is the regular price, and a customer who pays in cash receives a discount from it, shown on the receipt as a "Cash discount". The setting is on unless Merchant turns it off in the app. Merchant is responsible for making sure that the way it posts and describes its prices, in the app and in its place of business, complies with applicable law and Payment Network Rules.

Merchant acknowledges and agrees that Quikcent provides such functionality solely as a configurable technology platform and does not determine whether any fee imposed by Merchant is lawful, appropriate, or compliant with applicable law.

Merchant is solely responsible for:

• determining whether any customer-facing fee is permitted under applicable federal, state, and local laws;
• complying with all applicable Payment Network Rules, processor requirements, banking partner requirements, and governmental regulations;
• determining whether a fee or pricing practice should be characterized as a surcharge, convenience fee, service fee, processing fee, platform fee, merchant fee, cash discount, dual pricing, or other charge;
• providing all legally required customer disclosures and obtaining any required customer consents;
• accurately calculating, collecting, reporting, and remitting any applicable taxes associated with such fees; and
• configuring all fee settings within the Services in compliance with applicable legal and contractual requirements.

Quikcent does not review, approve, validate, monitor, guarantee, or provide legal advice regarding Merchant's fee practices or the legality of any Merchant-configured fee.

Merchant agrees to defend, indemnify, and hold harmless Quikcent, its affiliates, officers, directors, managers, employees, contractors, processors, banking partners, payment partners, and agents from and against any claim, investigation, enforcement action, payment network assessment, processor fine, regulatory penalty, loss, liability, or expense (including reasonable attorneys' fees) arising out of or relating to Merchant's implementation, disclosure, collection, characterization, or administration of any customer-facing fee, dual pricing program, or cash discount program.

15. Marketing and Customer Communications

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.

16. Merchant Representations

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.

17. Indemnification

Merchant agrees to defend, indemnify, and hold harmless Quikcent, its affiliates, managers, officers, directors, employees, contractors, processors, banking partners, 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.

18. Disclaimers

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.

19. Limitation of Liability

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).

20. Suspension and Termination

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 direct Stripe to continue holding Reserves, unpaid sales proceeds, or other amounts in Merchant's Stripe account that are reasonably necessary to protect against:

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

Such amounts may be held for up to one hundred eighty (180) days following termination, or longer where reasonably necessary to address outstanding risks or legal obligations.

21. Stripe and Payment Network Requirements

Merchant acknowledges that Quikcent may be required to comply with directives, requirements, underwriting standards, reserve requirements, compliance obligations, and operational rules imposed by Stripe, its banking partners, regulators, or payment networks.

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

22. Dispute Resolution and Governing Law

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.

23. Survival

The following provisions survive termination:

• Fees
• Reserves
• Chargebacks
• Authorization to Debit and Credit
• Indemnification
• Arbitration
• Limitation of Liability
• Governing Law
• Survival
• Any provisions intended to survive.

24. Entire Agreement

This Agreement, including Exhibit A, together with the Terms of Service, the Privacy Policy, the Stripe Services Agreement, and the fees shown on Quikcent's Fees page and in the app, constitutes the complete agreement between Merchant and Quikcent concerning the Merchant Services.

25. Contact Information

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

Exhibit A: Prohibited Conduct

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.