Travede Merchant Terms and Conditions

1Agreement and acceptance

These Terms, the accepted order form or merchant services agreement, the merchant-specific pricing schedule, and any expressly incorporated service addendum together form the Agreement. By signing an agreement incorporating these Terms or affirmatively accepting them electronically, you agree to the Agreement. The person accepting represents that they have authority to bind Merchant. Access is conditioned on acceptance and any required underwriting approval.

An individually negotiated provision signed by both parties controls over a conflicting provision of these Terms. A service addendum controls for its subject matter, and the pricing schedule controls rates and fee calculations. A separately accepted agreement with a bank, processor, gateway, or payment network governs that provider’s services and is not amended by this Agreement. Mandatory law and applicable payment network rules remain controlling.

2Services and Travede’s role

Depending on the services selected, Travede provides technology for payment routing and gateway connectivity, subscription and recurring billing management, payment tokenization integrations, reporting, and failed-payment recovery. Features, integrations, support commitments, and service levels are limited to those expressly included in your order form or service addendum.

Unless a separate written agreement expressly provides otherwise, Travede supplies technology and administrative services and is not your bank, acquiring institution, insurer, escrow agent, or the seller of your goods or services. Transaction authorization, settlement, funding, and dispute outcomes may be controlled by independent payment providers. Travede does not guarantee transaction approval, uninterrupted settlement, successful recovery, or any particular revenue or recovery rate.

3Eligibility and account information

You must operate a lawful business and provide complete and accurate information about your entity, ownership, authorized representatives, bank accounts, products, transaction activity, and financial condition. You authorize reasonable verification for onboarding, underwriting, fraud prevention, and ongoing compliance, subject to applicable law. You must promptly provide requested supporting records and notify Travede of material changes, including ownership, business model, fulfillment timing, financial distress, or expected processing volume.

Approval for one business, website, product category, or transaction type does not authorize another. You may not submit transactions for undisclosed third parties, resell access, or act as a payment aggregator without Travede’s prior written approval and any required provider approval.

4Account security and permitted use

Travede grants Merchant a limited, nonexclusive, nontransferable right to use the Services for its approved business during the Agreement. You are responsible for your authorized users, integrations, access permissions, and the accuracy of instructions submitted through them. Protect passwords, API keys, payment-provider credentials, and authentication devices; use available security controls; and promptly report suspected compromise. This responsibility does not excuse a security failure attributable to Travede.

You must not use the Services for illegal, deceptive, fraudulent, or unauthorized transactions; evade sanctions or required underwriting; submit fictitious sales; improperly split transactions; misrepresent your business or transaction details; interfere with security or service availability; or reverse engineer the Services except where applicable law expressly permits it. Restricted products or activities require prior written approval and remain subject to provider requirements.

5Merchant obligations to customers

You remain the seller and are responsible for your products, services, advertising, pricing, taxes, delivery, warranties, customer support, refunds, and cancellation policies. Clearly disclose your business identity, billing descriptor, material purchase terms, and refund and cancellation procedures before a customer authorizes payment. You must honor applicable consumer protections and may not describe payment processing as a guarantee of your performance.

Submit only legitimate transactions that you are authorized to collect. Maintain evidence of customer authorization, delivery or performance, required disclosures, and communications for the period required by applicable law and payment rules and while a related dispute remains pending. Respond to customer concerns promptly and cooperate with reasonable requests for transaction records. You must not collect the same obligation twice or retain an overpayment without promptly correcting it.

6Recurring billing and payment recovery

Before initiating recurring charges, obtain the customer’s valid authorization and any required express informed consent. Disclose the amount or calculation method, billing frequency, trial or promotional terms, renewal conditions, and cancellation method. Provide notices and receipts when required. Maintain evidence of consent and stop future charges when authorization is revoked, the subscription is cancelled, or further collection is otherwise prohibited.

You are responsible for accurate subscription configurations, balances, start dates, cancellation instructions, and imported account data. When using payment recovery, you authorize Travede to submit otherwise permitted retry attempts using the enabled settings and supported integrations. Retries remain subject to customer authorization, applicable law, network and ACH rules, provider restrictions, and available response information; no platform setting authorizes a prohibited retry.

Promptly record payments, credits, settlements, cancellations, disputes, revoked authorizations, and other events that affect collectability, including payments received outside Travede. You must prevent overlapping retry systems from collecting the same balance. Travede may pause retries for hard declines, suspected fraud, unclear responses, compliance concerns, or unavailable authorization. Recovery activity is not a guarantee of payment and does not include legal collection services unless separately agreed in writing.

7Merchant specific fees

Your fees are individually negotiated and documented in an accepted pricing schedule or order form. Pricing may reflect underwriting and business risk; actual or expected transaction volume; average transaction value; the mix of credit card, debit card, and ACH transactions; chargeback and return activity; fraud exposure; fulfillment timing; and the services selected. These Terms do not establish a universal processing rate or fee.

The pricing schedule must identify applicable platform, subscription, transaction, gateway, recovery, setup, migration, support, refund, chargeback, ACH return, and other fees, together with payment timing and any third-party pass-through charges. Any recovery or performance fee must state its calculation basis, attribution method, and treatment of refunds, reversals, duplicate payments, and chargebacks. Travede will not impose an unspecified discretionary fee solely because a category is listed here.

Travede may reassess pricing when your risk profile, volume, transaction mix, chargeback levels, or provider costs materially change. Unless your signed agreement requires a different process, changes to Travede-controlled fees require at least 30 days’ written notice and apply prospectively. You may cancel before they take effect. Documented third-party or legally required changes may take effect on the provider’s or law’s required date, with notice as soon as reasonably practicable. Changes do not retroactively reprice completed activity.

8Billing and payment

You must pay amounts due according to the accepted pricing schedule and invoice terms. Applicable sales, use, and similar taxes on the Services are your responsibility, excluding taxes on Travede’s net income. Any late fee or interest charge must be expressly stated in the pricing schedule and must not exceed applicable legal limits.

Travede may collect amounts through an authorized payment method or deduct them from funds under its lawful control only as permitted by your separate payment authorization, the Agreement, and applicable provider arrangements. These Terms alone do not replace any required ACH or card authorization. Maintain sufficient funds for properly authorized debits. Revocation of a payment authorization does not discharge amounts otherwise owed; an alternative lawful payment method must be arranged.

Notify Travede promptly of a good-faith billing dispute, identifying the charge and basis for the dispute, preferably within 30 days after the statement. Pay undisputed amounts when due. Failure to meet this requested notice period does not waive rights that cannot lawfully be waived. Travede will investigate and correct verified errors. Neither party may recover the same amount more than once.

9Settlement and provisional credits

Funding schedules, settlement eligibility, and bank-account requirements depend on the applicable provider agreements. Estimates displayed by Travede are not guarantees of available funds. Authorizations, approvals, settlements, and reported recoveries may be reversed or adjusted. You remain responsible for reconciling reports to provider and bank records and promptly identifying discrepancies.

Travede may communicate risk concerns or request a provider review, but can withhold, debit, or direct funds only to the extent it has authority under the applicable arrangements. Travede does not guarantee a third party’s solvency or performance. Nothing in these Terms authorizes Travede to conduct a regulated financial activity without any required authorization.

10Chargebacks refunds and ACH returns

You are responsible for valid chargebacks, refunds, reversals, ACH returns, and related fees arising from your transactions, including transactions originally approved, settled, or recovered. A chargeback is a card-payment dispute or reversal imposed through the applicable card-payment system. ACH returns and authorization-warranty claims are distinct from card chargebacks and remain subject to their own rules and provider agreements.

You must supply accurate supporting evidence within the deadline communicated by Travede or the applicable provider. Network and provider deadlines may be shorter than ordinary invoice deadlines. Travede may assist with responses when included in your services but does not guarantee representment, acceptance of evidence, or a favorable outcome. You must not mislead customers or interfere with their lawful dispute rights.

You must reimburse documented amounts properly attributable to your transactions, including related network assessments or provider penalties to the extent caused by your activity or breach and lawfully passed through under the Agreement. Travede remains responsible to the extent a loss is caused by its own breach, negligence, fraud, or willful misconduct, subject to the applicable liability provisions. Liability is reduced by amounts already recovered from reserves, providers, or other sources.

11Chargeback responsibility after termination

Your responsibility to Travede for chargebacks continues during the 12 calendar months following your Final Service Date. It covers transactions submitted through or using the Services on or before that date, including recurring and recovered payments, and transactions submitted before that date that settle afterward. It does not authorize new sales or recurring charges after termination.

For this contractual responsibility period, a chargeback is timely if the applicable bank, network, or processor initiates or assesses it on or before the 12-month anniversary of the Final Service Date. A chargeback initiated before termination also remains payable. Travede will notify you promptly after receiving notice and provide reasonably available supporting information. Related fees and adjustments associated with a timely chargeback remain payable until that matter is finally resolved, even if invoicing or resolution occurs later.

Travede will not assert a new contractual chargeback reimbursement claim under these Terms for a chargeback first initiated or assessed after that 12-month period. This limitation does not shorten a customer’s rights, alter network rules, release obligations owed directly under a separate bank or processor agreement, or extinguish other independently arising obligations such as unpaid service fees or ACH authorization-warranty claims. A chargeback claim excluded by this paragraph may not be revived merely by relabeling it as indemnification or a general payment obligation.

The 12-month chargeback responsibility period and the six-month reserve period are separate. Release or exhaustion of a reserve does not satisfy or limit your remaining payment responsibility for timely chargebacks. Maintain current contact and payment information during the responsibility period and while timely matters remain unresolved. You may challenge a claimed amount in good faith without delaying payment of unrelated, undisputed amounts.

12Reserves and release of funds

Travede may require a reasonable reserve to secure expected chargeback exposure associated with your transactions, to the extent permitted by the applicable provider arrangements. A reserve may be funded by an agreed deposit or authorized withholding from settlement proceeds. The initial amount or calculation method will be disclosed in the order form or a written reserve notice. Risk factors may include volume, transaction mix, chargeback history, delivery obligations, financial condition, and expected post-termination exposure.

Travede will give written notice of a reserve or material adjustment, describing the amount or method, basis, funding source, and expected review and release timing. Where an immediate hold is reasonably necessary to address fraud, a provider requirement, or material loss exposure, notice may follow promptly after the hold. Travede will periodically review the reserve and reduce it when reasonably supported by the remaining exposure. A reserve is security and is not a fee or forfeiture.

Following cancellation or termination, a reserve controlled by Travede under these Terms may be held for no longer than six calendar months after the Final Service Date. Travede may apply the reserve during that period to documented chargebacks and related fees properly owed under the Agreement and will provide an accounting of deductions. No interest is payable on a reserve unless required by law or expressly agreed in writing.

Travede will release the unapplied balance of a reserve it controls no later than the six-month anniversary of the Final Service Date, less amounts already applied to documented obligations. Anticipated or unresolved chargebacks do not by themselves extend that deadline or restart the six-month period. Amounts that become payable after release must be collected separately under the Agreement. Release does not waive timely chargeback claims under Section 11.

A separate reserve or hold independently imposed and controlled by an acquiring bank, processor, or other provider is governed by that provider’s agreement and release requirements. Travede cannot promise release of funds it does not control, but will reasonably assist with status requests. Travede will not use a nominal transfer to another party to evade its own six-month limit. Nothing requires release in violation of a binding court order or law; Travede will give notice of any such restriction when legally permitted.

13Risk review and suspension

Travede may restrict transactions, pause recovery, suspend access, or request additional verification when reasonably necessary to address suspected fraud, unauthorized activity, excessive chargebacks or ACH returns, material nonpayment, a security incident, a legal or provider requirement, or a material breach. Restrictions should be proportionate to the identified issue. Travede will provide notice and a reasonable opportunity to resolve the issue when doing so would not create material risk or violate a legal restriction.

Suspension does not authorize new charges to customers or extend a post-termination reserve period. Either party may terminate as provided below. Unless a specific service level is agreed, Travede may modify supported features or integrations, but will give reasonable advance notice of a material reduction when practicable and permit cancellation without an early termination penalty.

14Cancellation and final service date

You may cancel the Services at any time without a minimum commitment or early termination penalty by sending written notice through the authenticated account support channel or to the cancellation contact identified in your order form. If available, an account cancellation function may also be used. Cancellation is effective when Travede receives the notice, or on a later date you specify. An acknowledgment confirms receipt but is not a condition to effective cancellation.

The Final Service Date is the effective date of termination of your production payment and billing services under the Agreement. Continued access solely to reports, exports, dispute assistance, reserve accounting, or support does not extend that date. Terminating an individual feature does not terminate the entire Agreement unless your notice says so. Calendar-month periods end on the corresponding day of the relevant month, or its last day when there is no corresponding day.

Travede may terminate for a material breach that remains uncured 10 days after written notice, or immediately when continued service would present material fraud, security, legal, or provider risk. Travede may also terminate without cause on 30 days’ written notice. Termination notices will identify the effective date. Accrued obligations remain due; no termination fee arises solely because either party ends service.

After the effective time of termination, Travede will cease initiating new recurring charges and recovery attempts for the terminated Services. Transactions already submitted may still settle, reverse, or generate disputes. You remain responsible for ending customer subscriptions or arranging continued billing with another provider and for avoiding duplicate billing during migration. Cancelling Travede does not itself cancel your agreements with customers or independent providers.

You owe fees for services and activity through the Final Service Date and properly incurred post-termination items, such as dispute fees, under the pricing schedule. Unless the accepted pricing schedule expressly provides otherwise, prepaid recurring platform fees will be prorated through the Final Service Date, and any unused balance will be credited or refunded. Earned setup, completed service, and transaction fees are not refundable except for error, breach, or as required by law. Sections 11 and 12 govern continuing chargeback liability and reserves.

15Merchant data and portability

You retain your rights in customer records and other data you lawfully provide. You grant Travede permission to access, process, transmit, and retain that data only as reasonably needed to provide and secure the Services, follow your lawful instructions, comply with law, resolve disputes, or enforce the Agreement. Travede retains ownership of its software, documentation, methods, and other platform intellectual property. No ownership of a customer’s personal information is implied.

Upon request made before termination or within 30 days afterward, Travede will provide a commercially reasonable export of available merchant transaction and customer records in a supported format, subject to legal restrictions and security verification. Token or credential migration depends on the vault provider, receiving provider, customer authorizations, and applicable security standards. Travede will reasonably cooperate with an authorized secure migration but does not guarantee that proprietary tokens work with another provider. Custom migration work and third-party fees require advance disclosure and your agreement. Sensitive payment data will not be sent through insecure channels.

16Privacy confidentiality and security

Each party must comply with applicable privacy and data-security laws and protect confidential information received from the other using reasonable safeguards and at least the care used for its own similar information. Confidential information includes nonpublic business information, pricing, credentials, and customer records. It excludes information lawfully known without restriction, publicly available without breach, independently developed, or lawfully received from another source.

Use confidential information only to perform or enforce the Agreement. Disclose it only to personnel, advisors, and service providers who need it and are bound by appropriate confidentiality duties, or when legally required. Where permitted, give advance notice of compelled disclosure. These duties survive termination for three years; trade secrets remain protected while qualifying as trade secrets, and personal and payment data remain protected as required by law.

Travede will maintain reasonable administrative, technical, and physical safeguards appropriate to the data it handles. You are responsible for lawful customer notices, authorizations, and disclosures and for security within your systems. Each party must satisfy PCI DSS and other payment-security requirements applicable to its role. Tokenization does not eliminate Merchant’s compliance obligations. Do not transmit prohibited sensitive authentication data, including retained card verification codes, through notes, email, or unsupported fields.

Each party will notify the other without undue delay after discovering a security incident materially affecting the other’s protected data or the Services, and cooperate on containment, investigation, and legally required notifications. Applicable statutory deadlines control. Any required data-processing addendum must be executed before the relevant processing begins. Retention after termination is limited to legitimate legal, security, accounting, dispute, and contractual needs; remaining data will be deleted or de-identified under applicable retention practices. The export period is not a promise of indefinite storage.

17Third party services and communications

Connections to banks, processors, vaults, gateways, or other platforms may require separate accounts, approvals, credentials, and agreements. You authorize Travede to use the access you provide solely to perform the Services. You remain responsible for those accounts and must promptly report revoked or changed access. Travede is responsible for its own integration obligations but does not warrant an independent provider’s availability or decisions.

Where you enable customer notices, receipts, or payment reminders, you authorize their transmission on your behalf and are responsible for the accuracy, lawful basis, consent, and required opt-out handling of merchant-supplied communications. Travede will follow your lawful configuration and instructions. Service communications do not authorize unrelated marketing to your customers.

18Warranties and disclaimers

Each party represents that it has authority to enter the Agreement and will perform its obligations in compliance with applicable law. Travede will perform the Services with reasonable care and skill. Except for express commitments in the Agreement and nonwaivable legal obligations, the Services are provided as available, and Travede disclaims implied warranties of merchantability, fitness for a particular purpose, and noninfringement to the extent permitted by law. No statement in a dashboard, forecast, or recovery estimate guarantees an outcome. Nothing in this section disclaims an express obligation elsewhere in the Agreement.

19Liability limitations

To the fullest extent permitted by law, neither party is liable to the other for indirect, special, incidental, consequential, exemplary, or punitive damages, or lost profits or business opportunity, arising from the Agreement. Except for the exclusions below, each party’s aggregate liability arising from the Agreement will not exceed the fees paid or payable to Travede for the Services during the 12 months preceding the event giving rise to the claim. Third-party pass-through charges and processed transaction amounts are excluded from that fee calculation.

These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, liability that cannot legally be limited, Merchant’s valid payment and transaction reimbursement obligations, a party’s indemnification duties, or either party’s confidentiality or data-security breaches. Travede’s obligation to remit or return funds it controls is not limited to service fees. These exceptions do not expand the chargeback period in Section 11 or the reserve period in Section 12.

20Indemnification

Merchant will defend and indemnify Travede against third-party claims and resulting damages, reasonable legal fees, and lawfully recoverable assessments to the extent arising from Merchant’s goods or services, unauthorized transactions, unlawful instructions or data, or breach of the Agreement. Merchant is not responsible to the extent a claim results from Travede’s breach, negligence, or willful misconduct. This section does not extend the timing or scope of chargeback liability in Section 11.

Travede will defend and indemnify Merchant against third-party claims that the unmodified Travede software, as supplied and used as authorized, infringes United States intellectual property rights. This duty excludes claims caused by unauthorized modifications, combinations not supplied or required by Travede, or use contrary to instructions. Travede may obtain continued use rights, modify or replace the affected feature without materially reducing its function, or terminate it and refund unused prepaid fees.

The protected party must give prompt notice, allow reasonable control of the defense, and provide reasonable cooperation at the defending party’s expense. Delay relieves the defending party only to the extent materially prejudiced. No settlement may admit fault, impose nonmonetary obligations, or leave liability on the protected party without its written consent, not unreasonably withheld.

21Governing law and disputes

Utah law governs the Agreement, without regard to conflict-of-law principles, subject to controlling federal law. The parties will first attempt in good faith to resolve a dispute through authorized representatives for 30 days after written notice. Either party may seek urgent protective relief or act to preserve a filing deadline. Unresolved disputes must be brought in a state court in Utah County, Utah, or, where federal jurisdiction exists, the United States District Court for the District of Utah. Each party consents to those courts’ jurisdiction. Each party bears its own legal fees except as provided by an indemnity or applicable law.

22Notices changes and general provisions

Operational and legal notices may be sent to the designated business contacts in the order form or authenticated account. Travede’s notice contact and mailing address must be identified in the order form. Email notice is effective when delivered without a failure notice; account notices requiring action must also be sent to the designated email. Each party must keep its contact details current. Cancellation notices are governed by Section 14.

Material changes to these Terms require at least 30 days’ written notice and apply prospectively. You may cancel before the effective date. Continued use after that date constitutes acceptance only where the notice clearly states that consequence and applicable law permits it; otherwise affirmative acceptance is required. Changes required urgently by law or payment rules may take effect sooner with prompt notice. No update retroactively extends a former merchant’s reserve or chargeback period.

The Agreement is the parties’ entire agreement on its subject. Neither party may assign it without the other’s consent, except to an affiliate or successor in a merger, reorganization, or sale of substantially all relevant assets that assumes the obligations, on notice. Neither party is liable for delay caused by events beyond reasonable control, but this does not excuse amounts due or authorized fund-release obligations. Invalid provisions are severed only as necessary; the remainder continues. Failure to enforce is not a waiver. Electronic signatures and counterparts are effective. Provisions needed to resolve accrued obligations, data protection, ownership, disputes, reserves, and timely chargebacks survive termination subject to their stated limits.