By submitting J.P. Morgan Transactions, the Company agrees to be bound by the following J.P. MORGAN/CHASE PAYMENT TERMS AND CONDITIONS (the “Terms”):

(A) WHEREAS, the Company wishes to accept Cards as a method of payment for goods or services offered by the Company;

(B) WHEREAS, the Company has accepted the respective J.P. Morgan Terms and Conditions for Merchant Services Processing (the “Sub-Merchant Agreement”);

(C) WHEREAS, Solidgate acts as an authorized Submitter in regard to J.P.Morgan, is registered with the applicable Card Schemes as a third party service provider and is authorized to submit J.P. Morgan Transactions;

(D) WHEREAS, the Company acknowledges and agrees that Solidgate, acting in its capacity as the Submitter of the Company to J.P. Morgan, is fully liable to J.P. Morgan in connection with the Company’s processing activity. Such liability includes, without limitation: (i) the timely payment of all fees due to J.P. Morgan, including interchange fees and assessments; (ii) Chargebacks; (iii) Refunds; (iv) any liabilities arising from or imposed by the Card Schemes; and (v) any other costs, losses, damages, or liabilities arising out of or relating to the Company’s processing of transactions through J.P. Morgan or the Company’s obligations under the applicable J.P. Morgan Terms and Conditions.

NOW, THEREFORE**,** in consideration of the mutual promises and covenants contained herein, and intending to be legally bound, the Solidgate and the Company agree as follows:

1.1. In these Terms:

1.2. Except as otherwise defined herein, capitalized terms shall have the meaning assigned to them in the Agreement and the Sub-Merchant Agreement.

2.1. The Company shall pay the Fees defined in Schedule A to the Agreement. 

2.2. As per the specifics of the arrangement where Solidgate may be charged for the Company’s obligations, Solidgate may, in its sole discretion, request a Prepayment from the Company to mitigate potential liabilities and the Company shall arrange it within five (5) Business Days.

2.3. For the purpose of satisfying the Company’s obligation to pay the Prepayment or any other obligations arising under these Terms, the Company hereby authorizes Solidgate to initiate electronic credit and debit entries (via ACH, wire transfer, or other means) to the Account, as designated by the Company in writing, at any time and from time to time, for amounts due under the Schedule A to the Agreement, these Terms, including the Prepayment, and/or the Sub-Merchant Agreement, without regard to the source of any monies therein, and this authority will remain in full force and effect until all amounts which are or may reasonably become due from the Company have been paid in full.

2.4. During the term of this Agreement, and for one hundred eighty (180) days thereafter or such longer period of time as Solidgate may notify the Company as reasonably required for the payments of amounts due under this Agreement, the Company shall not close or revoke its consent to debit its Account without giving Solidgate at least ten (20) business days' prior written notice and designating another Account. The Company shall be liable for all fees, costs, and overdrafts associated with the Account.

3.1. The Company understands and acknowledges that during the term of the Agreement, Sub-Merchant Agreement and these Terms and after its termination for any reason whatsoever, the Company shall continue to bear total responsibility for the Chargebacks, Refunds, reversed payments, penalties, Fees, credits and adjustments resulting in any way from the Transactions and all other amounts then due or which thereafter may become due under the Agreement, these Terms and the Sub-Merchant Agreement.

3.2. The Company shall pay on Solidgate’s demand all charges, costs, expenses and/or damages or losses (whether indirect or consequential) caused to Solidgate by any non-fulfilment of the Company’s obligations under the Agreement, Sub-Merchant Agreement and these Terms. Solidgate reserves the right to offset any amounts owed by the Company to Solidgate against the Prepayment, by means of ACH transactions or any other credit or debit mechanisms, as authorized under these Terms.

3.3. If the Company violates the Card Scheme Rules, Solidgate’s policies, J.P. Morgan policies, and as a result of such violation Card Scheme(s) and/or J.P. Morgan impose(s) any penalty sanctions against Solidgate, the Company undertakes to reimburse Solidgate for the amounts of Card Scheme(s), J.P. Morgan’s penalty sanctions in full amount and pay Solidgate all costs and expenses related to such violations.

3.4. All amounts, specified in Section 2 (Fees and Payment Authorization), as well as any liabilities under these Terms, shall be, at Solidgate’s option, (i) deducted from the Company in the same manner as the Prepayment, in accordance with Clause 2.3 of these Terms, (ii) deducted in accordance with the provisions of any other agreements executed between the Company and Solidgate or its Affiliates, (iii) paid by the Company within five (5) Business Days after receiving Solidgate’s notice, by transferring the amount mentioned in the notice, to the bank account mentioned in such notice. 

3.5. Solidgate or its affiliates shall have the right to deduct all amounts arising under these Terms and/or Schedule A, in accordance with the terms and conditions of the Merchant Services Agreement executed between the Company and Solid Processing Limited.

3.6. In no event shall Solidgate or its affiliates, directors, officers, employees, contractors, or representatives be liable for an amount exceeding any amounts paid to Solidgate under the Agreement and/or these Terms in the 6 (six) months preceding the occurrence of facts that first give rise to any liability hereunder. The existence of more than one claim or event from which liability arises will not enlarge this aggregate limitation. This aggregate limit is a single, global limit that applies to Solidgate under the Agreement and these Terms.

3.7. The Company acknowledges that Solidgate acts solely in the capacity of Submitter and, as such, shall bear no responsibility or liability for any acts, omissions, errors, or decisions made by J.P. Morgan in accordance with the respective Sub-Merchant Agreement. Solidgate shall not be liable for any losses, damages, costs, or expenses incurred by the Company arising out of or in connection with any actions or inactions of J.P. Morgan.

4.1. The Company agrees to indemnify and hold harmless Solidgate, J.P .Morgan, the Card Schemes, and their respective Affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys' fees) arising out of any third party claim or complaint relating to:

(a) any dispute concerning a Transaction for goods or services sold by the Company;

(b) Company's noncompliance with the Card Schemes Rules or the Security Standards, these Terms, the Agreement or the Sub-Merchant Agreement;

(c) a Data Compromise Event of the Company or its Service Providers;

(d) any voluntary or involuntary bankruptcy or insolvency proceeding by or against the Company; or

(e) Company's violation of applicable federal, state or local laws and regulations. The indemnification provided under this Section shall survive termination.

4.2. Solidgate agrees to indemnify and hold the Company harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of:

(a) Solidgate’s negligence or willful misconduct; or

(b) Solidgate’s violation of Applicable Laws or the rights of a third party.

5.1. These Terms shall be deemed effective as of the date on which the Company executes or otherwise accepts the Agreement.

5.2. These Terms shall remain in full force and effect for the duration of the Agreement.

6.1. The terms that expressly or by their nature contemplate performance after the termination or expiration of these Terms shall survive and continue in full force and effect. For the avoidance of doubt the provisions relating to Fees, Termination, Indemnification and Limitation of Liability shall survive termination.