Effective Date:

The Payment Services Agreement is effective October 1, 2019.

This Solid# Payment Services Agreement, and the agreements, policies, and documents incorporated herein, (this “Agreement”), is entered into by and between Solid Number Holdings, Inc., a Delaware corporation whose address is 2600 West Executive Parkway suite 100. Lehi Utah, 84043 (“Solid#” “Solid Number Holdings, Inc”, Solid Number, LLC”, Solid Number, INC”, “Express Pay”, “Solid# Gateway”, “OfficeCard”, “Office Card” “we,” or “our”) and the entity or individual who enters into this Agreement (“Merchant” or “you”). This Agreement sets out the terms and conditions under which you may utilize the Solid# Payment Services.

This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”): Create an account on the Solid Number website; Accept this Agreement online; or Begin using the Solid Number Payment Services. This Agreement, as it may be amended from time to time, will be available on the “Terms & Conditions” tab on the Solid Number website. In addition to the terms of this Agreement, you agree to be bound by the terms of our Privacy Policy and Acceptable Use Policy, as well as your applicable Bank Agreement(s), which are incorporated herein by this reference.

Please be advised that this Agreement contains provisions, including an Agreement to Arbitrate, that govern how claims you and Solid Number have against each other are resolved, which will, with limited exception, require the parties to submit claims they may have against one another to binding and final arbitration. Under the Agreement to Arbitrate, the parties will (1) only be permitted to pursue claims against each other on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Section 1 — Solid# Payment Services

• Solid Number Payment Service(s)” means:
• “Payment Processing Services” means the payment processing services offered by Solid Number which provide merchants with the ability to send and receive disbursements and payment methods on a website or mobile application. These services include Gateway Services, a Bank-sponsored Merchant Account, Fraud Protection Tools (each as defined in this Agreement), recurring billing functionality, payment card tokenization, customer support, and other software, OfficeCard, APIs and services and technology as described on the Solid Number website.
• “Gateway Services” means the gateway services offered by Solid Number which provides Merchants with the software and connectivity required to allow real-time secure data transmission for processing disbursements and certain other available payment method payments on a website or mobile application. The Gateway Services include those additional products and services provided by Solid Number, including but not limited to ACH, Grant Services, Marketplace Services, Forward Services, and OfficeCard Services (“Office Card Cardholder Agreement”), which are provided subject to the additional conditions as set forth on the Solid Number website which are incorporated into this Agreement by reference. See OfficeCard Cardholder Agreement for additional information.  In addition, the Gateway Services include certain payment technology services provided by third parties that are used to facilitate your processing of credit and debit card payments (“Payment Technology Services”). In order to use these services, you agree to the applicable Payment Technology Services terms as set forth on the Solid Number website which are incorporated into this Agreement by reference. You acknowledge and agree that the Payment Technology Services are provided solely by the relevant third party.
• “Fraud Protection Tools”: Solid Number does not represent or warrant that the Fraud Protection Tools are error free or that they will identify all fraudulent transaction activity. In addition, Solid Number shall not be liable whether a Transaction is accepted or rejected using the Fraud Protection Tools. You are responsible for your optional use of the Fraud Protection Tools, including any filters or configurations that you enable.

Section 2 — Fees, Payouts, Taxes and Account Activity

2.01 Fees

In exchange for us providing you with the Solid Number Payment Services, you agree to pay us the fees, including applicable transaction, monthly subscription and chargeback fees, as listed in the fee schedule, available at https://solidnumber.com/pricing and incorporated herein by this reference. We reserve the right to revise our fees at any time, subject to a thirty (30) day notice period to you prior to the new fees taking effect. Interest shall accrue at the lower rate of 1.5% per month, or the maximum amount permitted by law, on all overdue amounts. In the event that you have a good faith dispute as to the amounts due, you agree to pay the undisputed amounts. Interest shall not accrue on any disputed amounts so long as you pay such amounts within thirty (30) calendar days after resolution of the dispute.

2.02 Payment of Fees, Payouts, Right to Set-off and Receipt of Customer Payments

Subject to the terms of this Agreement, Solid Number will instruct the Acquirer or Processor to remit to your Bank Account or to a Settlement Account (if available to you), as duly nominated by you, all amounts due to you from your Transactions, minus any fees, Reversals, Invalidated Payments, Chargebacks, Refunds, setoffs, recoupments or other amounts that you owe to Solid Number under this Agreement. You authorize us (any related notice and demand are hereby expressly waived) to set-off, recoup and to appropriate and to apply any and all balances or funds or other amounts we may owe you again and on account of your obligations, whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. If the Payout is not sufficient to cover the amounts due, without limiting our other rights and remedies (all of which are cumulative), you agree that we may debit your Bank Account for the applicable amounts, and/or recoup or set-off the applicable amounts against future Payouts. Upon Solid Number’s request, you agree to provide Solid Number with all necessary bank account routing and related information and grant Solid Number permission to debit amounts due from your Bank Account.

You represent and warrant to Solid Number that each transaction that you process using the Solid Number Payment Services is solely in payment for your provision of bona fide goods or services (including charitable services) to your Employee, Vendors, or Customers. To the extent any Transaction funds are received by Solid Number from your Customers, you hereby designate Solid Number, and Solid Number hereby agrees to serve, as your limited agent for the sole purpose of receiving such payments on your behalf from your Customers. You agree that upon Solid Number receiving payment from a Customer: (a) you shall be deemed to have received payment from such Customer; (b) such Customer’s obligation to you in connection with such payment shall be satisfied in full; (c) any claim you have for such payment against Customer shall be extinguished and (d) you are obligated to deliver the applicable goods or services to the Customer, in each case regardless of whether or when Solid Number instructs Acquirer to remit such payment to you. Any receipt provided to the Customer shall be binding on you and shall satisfy all applicable regulatory requirements. This paragraph states the entirety of Solid Number’s duties as your agent for receipt of payment, and no other duties shall be implied by Solid Number’s undertaking to act in that capacity. This paragraph does not limit in any way Solid Number’s rights against you or any funds held by Solid Number, including any right of set-off or security interest in such funds.

2.03 Taxes

Merchant shall pay, indemnify, and hold Solid Number harmless from (i) any sales, payroll tax, income tax, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on Solid Number’s income, and (ii) all government permit fees, customs fees and similar fees which Solid Number may incur with respect to this Agreement. Such taxes, fees and duties paid by Merchant shall not be considered a part of, a deduction from, or an offset against, payments due to Solid Number hereunder.

2.04 Account Activity

With respect to Merchant’s account activity accessible through the Solid Number Payment Services, Merchant may report to Solid Number any discrepancy relating to Transactions, Payouts, fees and amounts owed by Merchant under this Agreement. Merchant shall notify Solid Number in writing of any such discrepancy within ninety (90) days of the date the data is made available to Merchant through the Solid Number Payment Services. Following the expiration of this period, Merchant’s account activity shall be deemed as accepted and agreed by Merchant and Solid Number shall have no obligation to correct any errors or discrepancies identified after such period.

Section 3 —Restricted Activities, Representations and Warranties

3.01 Restricted activities

In connection with your use of the Solid Number Payment Services, you must comply with the Solid Number Acceptable Use Policy: https://solidnumber.com/terms

You agree that you will not:

• Breach this Agreement, the Bank Agreement, or any other agreement that you have entered into with us in connection with the Solid Number Payment Services;
• Violate any federal, state, or local laws, rules, or regulations applicable to your business;
• Violate any rule, guideline, or bylaw of any of the Networks (the “Network Rules”), as they may be amended by the Networks from time to time. Some of the Network Rules are available for Visa, Mastercard, American Express, and Discover.
• Fail to provide us with any information that we reasonably request, in connection with this Agreement or your use of the Solid Number Payment Services, about you or your business activities, including updated business records or financial statements, or provide us with false, inaccurate or misleading information;
• Refuse to cooperate in a legal investigation or audit that may be required by the Networks in connection with this Agreement or your use of the Solid Number Payment Services;
• Integrate or use any of the Solid Number Payment Services without complying with our requirements;
• Utilize recurring billing or card on file functionality without properly complying with Network Rules, applicable law (including but not limited to the Electronic Funds Transfer Act (Reg E)), including obtaining your Customer’s consent to be billed in such a manner, obtaining your Customer’s consent to store their card on file for future or recurring transactions and making available a mechanism for your Customer to delete their card on file;
• Submit any Transaction for processing through the Solid Number Payment Services which does not represent a bona fide, permissible Transaction as outlined in this Agreement and in the Network Rules, or which inaccurately describes the nature of business disbursement or services being made;
• Process Transactions or receive payments on behalf of any other party, or redirect payments to any other party;
• Bill or collect from any cardholder for any purchase or payment on the card unless you have the right to do so under the Network Rules.

3.02 Representations and Warranties by Merchant

Merchant has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against Merchant and no provision requiring Merchant’s performance is in conflict with its obligations under any agreement to which Merchant is a party. Merchant is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries in which Merchant’s business operates.

Section 4 — Liability for Invalidated Payments and other Liabilities

 You are liable for all claims, expenses, fines and liability we incur arising out of:

• a Chargeback, Refund, over-payment, payment error, or other invalid payment (collectively “Invalidated Payment”);
• any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and
• any losses resulting from your failure to comply with the terms of this Agreement, or your usage of the Solid Number Payment Services.

In the event of an Invalidated Payment or other liability, in addition to our other rights and remedies (all of which are cumulative), we may (or instruct Acquirer to) deduct, setoff or recoup the amounts due to Solid Number from your Payouts or the Solid Number Prefund account.

In addition to the above, if you have a past due amount owed to us or any of our affiliates under any other agreement, Solid Number may deduct the amounts owed from your Prefund account or instruct Acquirer to deduct from payouts. This includes amounts owed by your use of our various products and services.

Section 5 — Actions We May Take

 5.01 Credit Report Authorization and Verification of Information

You authorize Solid Number directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness, and verify information that you have provided to us. You authorize Solid Number to obtain financial and credit information, such as pulling your personal credit report, or the credit report for your directors, officers, and principals. By completing your application to become a Solid Number customer, you are providing Solid Number with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain such financial information or credit reports.

In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, Solid Number reserves the right to terminate this Agreement with immediate notice to you, cease to provide access to the Solid Number Payment Services, and refuse or rescind any payment by your customers.

5.02 Actions by Solid Number

If we believe that your Transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to, suspending or limiting your ability to use the Solid Number Payment Services, refusing to process any Transaction, reversing a Transaction, instructing Acquirer or Processor to hold your Payouts, and contacting your customers to verify Transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity.

 5.03 Reserves

Solid Number, in its sole discretion, may instruct Acquirer or Processor to place a Reserve on a portion of your Solid Number Prefund account or Payout in the event that we believe that there is a high level of risk associated with your business, your Bank-sponsored Merchant Account, your OfficeCard account or your Transactions. If we place a reserve on your Solid Number Prefund or Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Disbursements or Payouts are held for a certain period of time, that a fixed amount of your Solid Number Prefund are withheld, or such other restrictions that Solid Number determines in its sole discretion. Solid Number may change the terms of the Reserve at any time by providing you with notice of the new terms.

Solid Number may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.

 5.04 Security Interest

As security for the payment and performance of all of your now existing or hereinafter arising or incurred obligations under this Agreement or any other obligation to Solid Number, you grant to Solid Number a lien on, and security interest in and to, all your now existing or hereafter right, title and/or interest in, to or under this Agreement, the Reserve, all funds held in Reserve, all Reserves at any time established in accordance with this Agreement, and all proceeds of any of the foregoing. Merchant agrees to duly execute and deliver to Solid Number such instruments and documents as may be required to perfect and otherwise give effect to the lien and security interest granted to Solid Number under this Agreement.

 Section 6 – Account Security, Data, Intellectual Property and Publicity

6.01 Security of your access

You agree to:

• Not allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, Solid Number will not be liable to you for losses or damages caused by such sharing;
• Keep your personal details up to date. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us; and
• Take all reasonable steps to protect the security of the personal electronic device through which you access the Solid Number Payment Services (including, without limitation, using PIN and/or password protected personally configured device functionality to access the Solid Number Payment Services and not sharing your device with other people).

6.02 Data Security Compliance

Merchant agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard (“Network PCI DSS Requirements”) and any applicable Network data security requirements (including those made available by Visa, MasterCard, American Express and Discover) with regards to Merchant’s use, access, and storage of certain credit card non-public personal information. In order to verify your compliance with Network PCI DSS Requirements, you must complete and demonstrate certification pursuant to the requirements that we notify to you. Additionally, Merchant agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information. You must report any Customer Data breach or incident to Solid Number and/or the Networks immediately after discovery of the incident. You also agree to ensure data quality and that any Customer Data is processed promptly, accurately and completely, and complies with the Networks’ technical specifications.

Solid Number agrees to comply with the applicable Payment Card Industry Data Security Standard (“PCI DSS”). Solid Number acknowledges that it is responsible for the security of cardholder data it possesses or otherwise stores, processes or transmits on behalf of the Merchant, or to the extent that Solid Number could impact the security of the cardholder data environment. 

6.03 Ownership of Data

All Customer Data shall be owned by Merchant and Merchant hereby grants Solid Number a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the Solid Number Payment Services, including the collection, processing and use of Customer Data for the purposes of Solid Number providing and improving the Fraud Protection Tools as part of the Solid Number Payment Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the Customer. Merchant undertakes to provide all notices and obtain all consents necessary for Solid Number’s use of Customer Data set out above.

6.04 Data Protection

The data protection terms applicable to this Agreement are set out in Exhibit A (Data Protection Addendum) and are hereby incorporated by reference into this Agreement.

6.05 Software License

Solid Number grants you a revocable, non-exclusive, non-transferable, royalty-free limited license to access and/or use Solid Number’s APIs, developer’s toolkit, Solid Number Gateway, Online App, and other software in accordance with the accompanying documentation made available by Solid Number for purposes of using the Solid Number Payment Services. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Solid Number Payment Services. If you do not comply with the documentation and any other requirements provided by Solid Number, then you will be liable for all resulting damages suffered by you, Solid Number and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

6.06 Trademark License

Solid Number grants you a revocable, non-exclusive, non-transferable license to use Solid Numbers trademarks used to identify the Solid Number or OfficeCard Payment Service (the “Trademarks”) solely in conjunction with the use of the Solid Number Payment Service. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Solid Number (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks, including the logos and trademarks of the Networks.

6.07 Intellectual Property

Other than the express licenses granted by this Agreement, Solid Number grants no right or license by implication, estoppel or otherwise to the Solid Number Payment Service or any Intellectual Property Rights of Solid Number. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of Solid Number, in the Solid Number Payment Service) and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein.

6.08 Publicity

Merchant hereby grants Solid Number permissions to use Merchant’s name and logo in its marketing materials including, but not limited to use on Solid Numbers website, in customer listings, in interviews and in press releases.

6.09 Confidential Information

The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Solid Number Payment Services and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. 

Section 7 – Indemnification, Limitation of Liability, Disclaimer of Warranties

7.01 Indemnification

Merchant agrees to indemnify, defend, and hold harmless Solid Number, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with Solid Number or its suppliers in relation to your use of the Solid Number Payment Services; (ii) your use of the Solid Number Payment Services; (iii) your acts or omissions; and/or (iv) your violation of any applicable law, regulation, or Network Rules and requirements.

7.02 LIMITATION OF LIABILITY

SOLID NUMBER SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOLID NUMBER PAYMENT SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SOLID NUMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SOLID NUMBER’S TOTAL AGGREGATE LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY MERCHANT TO SOLIDNUMBER UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.

7.03 Disclaimer of Warranties

THE SOLID NUMBER PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. SOLID NUMBER DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOLID NUMBER OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SOLID NUMBER OBLIGATIONS.

The parties acknowledge that the Solid Number Payment Service is a computer network based service which may be subject to outages and delay occurrences. As such, Solid Number does not guarantee continuous or uninterrupted access to the Solid Number Payment Services. Merchant further acknowledges that access to the Solid Number website or to the Solid Number Payment Services may be restricted for maintenance. Solid Number will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, Solid Number will not be liable for any interruption, outage, or failure to provide the Solid Number Payment Services.

7.04 ATTORNEY’S FEES; INSOLVENCY AND OTHER PROCEEDINGS

If it becomes necessary for Solid Number to use legal counsel to enforce or prevent a breach of this Agreement or your obligations, whether or not suit is filed, you will immediately reimburse us for reasonably incurred attorney fees and other costs and expenses. You will also immediately reimburse us for all reasonable attorney’s fees and costs incurred in connection with the representation of Solid Number in any bankruptcy, insolvency, reorganization, or other debtor-relief or similar proceeding of or relating to (a) Merchant, (b) any person liable (by way of guaranty, assumption, endorsement, or otherwise) on any of the obligations under this Agreement, (c) this Agreement, or (d) any property that secures any of your obligations under this Agreement.

Section 8 – Term and Termination; Dormancy

8.01 Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue on until terminated as set forth herein. You may terminate this Agreement, without cause, by providing Solid Number with notice of your intent to terminate, or by ceasing to use the Solid Number Payment Services.

Solid Number may terminate this Agreement or suspend services to you if any of the following occurs: (1) we are required by the Networks, the Acquirer, Processor or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) if we determine that your use of the Solid Number Payment Services carries an unacceptable amount of risk, including credit or fraud risk; or (4) any other legal, or risk-based reason exists, in Solid Number’s sole discretion. In the event that Solid Number must terminate this Agreement, Solid Number shall provide you with written notice as soon as reasonably practicable.

After termination by either party as described above, Merchant shall no longer have access to, and shall cease all use of the Solid Number Payment Services. Any termination of this Agreement does not relieve Merchant of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.

8.02 Dormancy

If there is no processing activity through your Bank-sponsored Merchant Account(s) for a period of twelve (12) months or longer, Solid Number may close such inactive Bank-sponsored Merchant Account(s) and terminate the Gateway Services upon written notice. If required by applicable law, Solid Number will escheat (send) any outstanding funds to your state of residency. If you would like to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator. You will remain liable for all outstanding obligations under this Agreement related to your Bank-sponsored Merchant Account(s) prior to closure.

Section 9 – General Provisions

9.01 Independent Contractors

Except as provided in Section 2.02 of this Agreement, the relationship of Solid Number and Merchant is that of independent contractors. Neither Merchant nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of Solid Number, nor do they have any authority to bind Solid Number by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise

9.02 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

9.03 Waiver

No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

9.04 Assignment

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Merchant may not assign this Agreement without the written consent of Solid Number. Solid Number may assign this Agreement in its sole discretion without the written consent of Merchant.

9.05 Amendment

We may amend this Agreement at any time by posting a revised version of it on our website under the “Legal” section of our website. The revised version will be effective at the time we post it. In addition, if our changes reduce your rights or increase your responsibilities, we will provide you with at least 30 days’ prior notice by posting notice under the “Policy Updates” section contained in the “Legal” section of our website. If you do not agree to the updated terms, you can terminate your Agreement by providing us with notice in the manner indicated below in Section 9.09. If you provide us with termination notice within 30 days of the date of update, then your current terms and conditions shall apply during this notice period.

9.06 Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

9.07 Survival

Sections 2 (Fees and Tax), 4 (Liability for Chargebacks, Invalidated Payments and other Liabilities), 5 (Actions We May Take), 6.08 (Confidential Information), 7 (Indemnification, Limitation of Liability, Disclaimer of Warranties), 8 (Term and Termination, Data Portability), 9 (General Provisions), as well as any other terms which by their nature should survive, will survive the termination of this Agreement.

9.08 Communication; Recording Calls; and Availability of Contractual Documents

You consent to receive autodialed or prerecorded calls and text messages from Solid Number at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your account or enforce the Agreement. Standard telephone minute and text charges may apply.

We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.

Solid Number may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Solid Number or its agents for quality control and training purposes or for its own protection.

If you have a question or complaint relating to the Solid Number Payment Services or your Transactions, please contact the Solid Number customer support as defined in the “Contact” tab of the Solid Number website. The general terms and conditions for the Solid Number Payment Services will be available at all times on www.solidnumber.com/terms in the “Terms” tab, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.

9.09 Notices, Contracting Entity, Governing Law, and Jurisdiction

• Contracting Entity. “Solid Number,” “Solid Number,” “we,” and “our” in this Agreement refer to Solid Number Holdings, Inc., a Delaware corporation in the United States whose address is 2600 West Executive Parkway, Suite 100. Lehi, UT 84043.
• Notice to Merchant. Merchant agrees that Solid Number may provide notices and disclosures to Merchant by posting them on Solid Number’s website, emailing them to Merchant, or sending them to Merchant through postal mail. Notices sent to Merchant by postal mail are considered received by Merchant within three (3) Business Days of the date Solid Number sends the notice unless it is returned to Solid Number. Disclosures and notices posted on Solid Number’s website or emailed shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. Furthermore, you understand and agree that if Solid Number sends you an email but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, Solid Number will be deemed to have provided the communication to you. In addition, Solid Number may send Merchant emails, including, but not limited to, those relating to product updates, new features and offers and Merchant hereby consents to such email notification. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy.
• Notices to Solid Number. Notice to Solid Number shall be considered valid only if sent by postal mail to Solid Number, LLC., Attention: Legal Department, 2600 West Executive Parkway, Suite 100. Lehi, UT 84043.
• Choice of law and jurisdiction. The laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between the parties, except as otherwise stated in this Agreement.

9.10 Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND SOLID NUMBER HAVE AGAINST EACH OTHER ARE RESOLVED. 

You and Solid Number agree that any and all disputes or claims that have arisen or may arise between you and Solid Number shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this provision.

THE PARTIES ALSO AGREE THAT YOU AND SOLID NUMBER MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SOLID NUMBER AGREE OTHERWISE, THE ARBITRATOR(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR(S) MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SOLID NUMBER MERCHANTS.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. All issues are for the arbitrator to decide, except that issues relating to arbitrabiliy, or the scope or enforceability of this Agreement to Arbitrate, shall be for a court of competent jurisdiction to decide. If a court decides that any part of this Section

9.10 is invalid or unenforceable, the other parts of this Section 9.10 shall still apply. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Solid Number may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Solid Number subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Solid Number may attend by telephone, unless required otherwise by the arbitrator(s).

The arbitrator(s) will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different merchants but is/are bound by rulings in prior arbitrations involving the same merchant to the extent required by applicable law. The arbitration award shall be final and binding and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

EXHIBIT A – Data Protection Addendum

This Data Protection Addendum (“Addendum”) is entered into between Merchant and Solid Number Holdings Inc., a Delaware corporation whose address is 2600 West Executive Parkway, Suite 100. Lehi, UT 84043.

(“Solid Number” or “Solid# or OfficeCard”) (collectively the “Parties”). This Addendum shall form part of the Payment Services Agreement between Merchant and Solid Number (the “Agreement”) in accordance with the “Effect of this Addendum” section below.

Capitalized terms used but not defined in this Addendum shall have the meaning set out in the Agreement.

EFFECT OF THIS ADDENDUM

This Addendum amends and forms part of the Agreement and is effective as of the Effective Date of the Agreement. 

1 DEFINITIONS AND INTERPRETATION

1.1 The following terms have the following meanings when used in this Addendum:

• “Card Information” is defined in Section 3.14 of this Addendum.
• “Customer” means an EU customer of Merchant and for the purposes of this Addendum, is a data subject.
• “Customer Data” means the personal data that (i) the Customer provides to Merchant and Merchant passes on to Solid Number through the use by Merchant of the Solid Number Payment Services and (ii) Solid Number collects from the Customer’s device and browser through use by the Merchant of the Solid Number Payment Services.
• “data controller” (or simply “controller”) and “data processor” (or simply “processor”) and “data subject” have the meanings given to those terms under the Data Protection Laws.
• “Data Protection Laws” means EU Directive 95/46/EC or Regulation (EU) 2016/679 (GDPR) and any associated regulations or instruments and any other data protection laws, regulations, regulatory requirements and codes of conduct of EU Member States applicable to Solid Number’s provision of the Services.
• “Data Recipient” is defined in Section 3.14 of this Addendum.
• “Merchant Data” means any personal data relating to business contact details of Merchant or its employees, officers or contractors provided to or obtained by Solid Number in the provision of the Services.
• “Solid Number Group” means Solid Number and all companies in which Solid Number or its successor directly or indirectly from time to time owns or controls.
• “personal data” has the meaning given to it in the Data Protection Laws.
• “processing” has the meaning given to it in the Data Protection Laws and “process”, “processes” and “processed” will be interpreted accordingly.
• “Security Incident” means the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Solid Number.
• “Services” means the “Solid Number Payment Services” as defined in the Agreement.
• “Sub-processor” means any processor engaged by Solid Number and/or its affiliates in the processing of personal data.

2 PROCESSING OF PERSONAL DATA IN CONNECTION WITH THE SERVICES

2.1 Solid Number is the controller in respect of Merchant Data and may use it for the following purposes as provided for in the Solid Number Privacy Policy:

2.1.1 as reasonably necessary to provide the Services to Merchant;

2.1.2 to conduct anti-money laundering, know your customer and fraud checks on the Merchant;

2.1.3 to market to the employees and contractors of Merchant; and

2.1.4 any other purpose that it notifies (or Merchant agrees to notify on its behalf) to the employees and contractors of Merchant in accordance with Data Protection Laws.

2.2 Solid Number shall comply with the requirements of the Data Protection Laws applicable to controllers in respect of the use of Merchant Data under this Agreement (including without limitation, by implementing and maintaining at all times all appropriate security measures in relation to the processing of Merchant Data and by maintaining a record of all processing activities carried out in respect of Merchant Data) and shall not knowingly do anything or permit anything to be done with respect to the Merchant Data which might lead to a breach by the Merchant of the Data Protection Laws.

2.3 With regard to any Customer Data to be processed by Solid Number in connection with this Agreement, Merchant will be a controller and Solid Number will be a processor in respect of such processing. Merchant will be solely responsible for determining the purposes for which and the manner in which Customer Data are, or are to be, processed.

2.4. Solid Number shall only process Customer Data on behalf of and in accordance with Merchant’s written instructions. The Parties agree that this Addendum is Merchant’s complete and final written instruction to Solid Number in relation to Customer Data. Additional instructions outside the scope of this Addendum (if any) require prior written agreement between Solid Number and Merchant, including agreement of any additional fees payable by Merchant to Solid Number for carrying out such additional instructions. Merchant shall ensure that its instructions comply with all applicable laws, including Data Protection Laws, and that the processing of Customer Data in accordance with Merchant’s instructions will not cause Solid Number to be in breach of Data Protection Laws. Merchant hereby instructs Solid Number to process Customer Data for the following purposes:

2.4.1 as reasonably necessary to provide the Services to Merchant;

2.4.2 after anonymizing the Customer Data, to use that anonymized Customer Data, directly or indirectly, which is no longer identifiable personal data, for any purpose whatsoever.

2.5 In relation to Customer Data processed by Solid Number under this Agreement, Solid Number shall co-operate with Merchant to the extent reasonably necessary to enable Merchant to adequately discharge its responsibility as a controller under Data Protection Laws, including without limitation that Solid Number shall cooperate and provide Merchant with such reasonable assistance as Merchant requires in relation to:

2.5.1. assisting Merchant in the preparation of data protection impact assessments to the extent required of Merchant under Data Protection Laws; and

2.5.2 responding to binding requests for the disclosure of information as required by local laws, provided always that where the request is from a non-EEA law enforcement agency Solid Number will (a) inform Merchant of the request, the data concerned, response time, the identity of the requesting body and the legal basis for the request; (b) wait for Merchant’s instructions provided the instruction and the opinion are received within a reasonable period of time, which shall be assessed in light of the time period afforded by the law enforcement agency to Solid Number; (c) where Solid Number is prohibited from informing Merchant about the law enforcement agency’s request, take reasonable steps to have this prohibition waived and to make available relevant information about the request as soon as possible to Merchant (these efforts will be documented); and (d) where the prohibition cannot be waived, compile a list, in compliance with its national law and on an annual basis, of the number of such requests received, the type of Customer Data requested and the identity of the law enforcement agency concerned and make it available to the Customer’s data protection authority annually on request (in which circumstances Solid Number will be acting as a controller).

2.6 Scope and Details of Customer Data processed by Solid Number. The objective of processing Customer Data by Solid Number is the performance of the Services pursuant to the Agreement. Solid Number shall process the Customer Data in accordance with the specified duration, purpose, type and categories of data subjects as set out in Attachment 3 (Data Processing of Customer Data).

2.7 The Parties will at all times comply with Data Protection Laws.

2.8 Merchant undertakes to provide all notices and obtain all consents necessary for Solid Number’s use of Merchant Data and Customer Data set out above.

3 DATA PROCESSOR TERMS

This section 3 applies only to the extent that Solid Number acts as a processor or Sub-processor to Merchant. It does not apply where Solid Number acts as a controller.

3.1 Correction, Blocking and Deletion. To the extent Merchant, in its use of the Services, does not have the ability to correct, amend, block or delete Customer Data, as required by Data Protection Laws, Solid Number shall comply with any commercially reasonable request by Merchant to facilitate such actions to the extent Solid Number is legally permitted to do so. To the extent legally permitted, Merchant shall be responsible for any costs arising from Solid Number’s provision of such assistance.

3.2 Data Subject Requests. Solid Number shall, to the extent legally permitted, promptly notify Merchant if it receives a request from a Customer for access to, correction, amendment or deletion of that Customer’s personal data. Solid Number shall not respond to any such Customer request without Merchant’s prior written consent except to confirm that the request relates to Merchant to which Merchant hereby agrees. Solid Number shall provide Merchant with commercially reasonable cooperation and assistance in relation to handling of a Customer’s request for access to that person’s personal data, to the extent legally permitted and to the extent Merchant does not have access to such Customer Data through its use of the Services. If legally permitted, Merchant shall be responsible for any costs arising from Solid Number’s provision of such assistance.

3.3 Confidentiality. Solid Number shall ensure that its personnel engaged in the processing of Customer Data are informed of the confidential nature of the Customer Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Solid Number shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

3.4 Training. Solid Number undertakes to provide training as necessary from time to time to the Solid Number personnel with respect to Solid Number’s obligations in this Addendum to ensure that the Solid Number personnel are aware of and comply with such obligations.

3.5 Limitation of Access. Solid Number shall ensure that access by Solid Number’s personnel to Customer Data is limited to those personnel performing Services in accordance with the Agreement.

3.6 Data Protection Officer. Members of the Solid Number Group: Solid Number, LLC located at 2600 West Executive Parkway, Suite 100. Lehi, UT 84043.

3.7 Sub-processors.  Merchant specifically authorizes the engagement of members of the Solid Number Group as Sub-processors in connection with the provision of the Services. In addition, Merchant generally authorizes the engagement of any other third parties as Sub-processors in connection with the provision of the Services. When engaging any Sub-processor, Solid Number will execute a written contract with the Sub-processor which contains terms for the protection of Customer Data which are no less protective than the terms set out in this Addendum.

3.7.1 List of Current Sub-processors and Notification of New Sub-processors. Solid Number shall make available to Merchant a current list of Sub-processors for the respective Services with the identities of those Sub-processors (“Sub-processor List”).

3.7.2 Objection Right for new Sub-processors. If Merchant has a reasonable basis to object to Solid Number’s use of a new Sub-processor, Merchant shall notify Solid Number promptly in writing within two (2) months after receipt of Solid Number’s notice. In the event Merchant objects to a new Sub-processor(s) and that objection is not unreasonable Solid Number will use reasonable efforts to make available to Merchant a change in the affected Services or recommend a commercially reasonable change to Merchant’s configuration or use of the affected Services to avoid processing of personal data by the objected-to new Sub-processor without unreasonably burdening Merchant. If Solid Number is unable to make available such change within a reasonable period of time, which shall not exceed sixty (60) days, Merchant may terminate the Agreement in respect only of those Services which cannot be provided by Solid Number without the use of the objected-to new Sub-processor, by providing no less than sixty (60) days’ written notice to Solid Number. Merchant shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Services.

3.8 Audits and Certifications. Where requested by Merchant, subject to the confidentiality obligations set forth in the Agreement, Solid Number shall make available to Merchant (or Merchant’s independent, third-party auditor that is not a competitor of Solid Number or any members of Solid Number or the Solid Number Group) information regarding Solid Number’s compliance with the obligations set forth in this Addendum in the form of the third-party certifications and audits (if any) set forth in the Privacy Policy set out on our website. Merchant may contact Solid Number in accordance with the “Notices” Section of the Agreement to request an on-site audit of the procedures relevant to the protection of personal data. Merchant shall reimburse Solid Number for any time expended for any such on-site audit at Solid Number’s then-current professional services rates, which shall be made available to Merchant upon request. Before the commencement of any such on-site audit, Merchant and Solid Number shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Merchant shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Solid Number. Merchant shall promptly notify Solid Number with information regarding any non-compliance discovered during the course of an audit.

3.9 Security. Solid Number shall, as a minimum, implement and maintain appropriate technical and organizational measures as described in Attachment 2 to this Addendum to keep Customer Data secure and protect it against unauthorized or unlawful processing and accidental loss, destruction or damage in relation to the provision of the Services. Since Solid Number provides the Services to all Merchants uniformly via a hosted, web-based application, all appropriate and then-current technical and organizational measures apply to Solid Number’s entire customer base hosted out of the same data center and subscribed to the same service. Merchant understands and agrees that the technical and organizational measures are subject to technical progress and development. In that regard, Solid Number is expressly permitted to implement adequate alternative measures as long as the security level of the measures is maintained in relation to the provision of the Services. In the event of any detrimental change Solid Number shall provide a notification together with any necessary documentation to Merchant by email or publication on a website easily accessible by Merchant.

3.10 Security Incident Notification. If Solid Number becomes aware of a Security Incident in connection with the processing of Customer Data, Solid Number will: (a) notify Merchant of the Security Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimize harm and secure Customer Data.

3.11 Details of Security Incident. Notifications made under section 3.10 (Security Incident Notification) will describe, to the extent possible, reasonable details of the Security Incident, including steps taken to mitigate the potential risks.

3.12 Communication. Solid Number will deliver its notification of any Security Incident to one or more of Merchant’s administrators by any means Solid Number selects, including via email. Merchant is solely responsible for maintaining accurate contact information and ensuring that any contact information is current and valid.

3.13 Deletion. Upon termination or expiry of the Agreement, Solid Number will delete or return to Merchant all Customer Data processed on behalf of the Merchant, and Solid Number shall delete existing copies of such Customer Data except where necessary to retain such Customer Data strictly for the purposes of compliance with applicable law.

3.14 Data Portability. Upon any termination or expiry of this Agreement, Solid Number agrees, upon written request from Merchant, to provide Merchant’s new acquiring bank or payment service provider (“Data Recipient”) with any available credit card information including personal data relating to Merchant’s Customers (“Card Information”). In order to do so, Merchant must provide Solid Number with all requested information including proof that the Data Recipient is in compliance with the Network PCI-DSS Requirements. Solid Number agrees to transfer the Card Information to the Data Recipient so long as the following applies: (a) Merchant provides Solid Number with proof that the Data Recipient is in compliance with the Network PCI-DSS Requirements by providing Solid Number a certificate or report on compliance with the Network PCI-DSS Requirements from a qualified provider and any other information reasonably requested by Solid Number; (b) the transfer of such Card Information is compliant with the latest version of the Network PCI-DSS Requirements; and (c) the transfer of such Card Information is allowed under the applicable Network Rules, and any applicable laws, rules or regulations (including Data Protection Laws).

4 LEGAL EFFECT

This Addendum shall take effect between, and become legally binding on the Parties on the date determined by “Effect of this Addendum” section above. 

Attachment 1

Sub-processor List

1. Solid Number LLC: 2600 West Executive Parkway, Suite 100. Lehi, UT 84043.
2. USIO, Inc: 3611 Paesanos Parkway, Suite 300. San Antonio, Texas

Attachment 2

The following technical and organizational measures will be implemented:

Measures taken to prevent any unauthorized person from accessing the facilities use for data processing (e.g. secured access, badges);

1. Measures taken to prevent data media from being read, copied, amended or moved by any unauthorized persons (e.g. data kept in locked premises);
2. Measures taken to prevent the unauthorized introduction of any data into the information system, as well as any unauthorized knowledge, amendment or deletion of the recorded data (e.g. restricted access to the IT infrastructure);
3. Measures taken to prevent data processing systems from being used by unauthorized person using data transmission facilities (e.g. firewalls);
4. Measures taken to guarantee that authorized persons when using an automated data processing system may access only data that are within their competence (e.g. specific users accounts);
5. Measures taken to guarantee the checking and recording of the identity of third parties to whom the data can be transmitted by transmission facilities (e.g. VPN, encryption of data);
6. Measures taken to guarantee that the identity of the persons having had access to the information system and the data introduced into the system can be checked and recorded ex post facto at any time and by any authorized person;
7. Measures taken to prevent data from being read, copied, amended or deleted in an unauthorized manner when data are disclosed and data media transported;
8. Measures taken to safeguard data by creating backup copies (encryption of data back-ups).

Attachment 3 

Data Processing of Customer Data

Categories of data subjects

Customer Data – The personal data that the Customer provides to Merchant and Merchant passes on to Solid Number through the use by the Customer of the Solid Number Payment Services.

Subject-matter of the processing

The payment processing services offered by Solid Number which provides Merchant with the ability to accept credit cards, debit cards, and other payment methods on a website or mobile application from Customers.

The payment processing services include the optional use of Fraud Protection Tools by Merchant to detect fraudulent transactions.

Nature and purpose of the processing

Solid Number processes Customer Data that is sent by the Merchant to Solid Number for purposes of obtaining verification or authorization of the Customer’s payment method as payment to the Merchant for the sale goods or services.

Solid Number processes Customer Data that is collected by Solid Number or sent from Merchant to Solid Number for the purposes of Solid Number making the Fraud Protection Tools available to Merchant. Solid Number collects, processes and uses Customer Data on behalf of Merchant in order to analyze the Customer Data and use it to identify fraudulent transactions on Merchants’ websites or mobile applications as further described in the Payment Services Agreement.

Type of personal data

Customer Data – Merchant shall inform Solid Number of the type of Customer Data Solid Number is required to process under this Agreement. Should there be any changes to the type of Customer Data Solid Number is required to process then Merchant shall notify Solid Number immediately. Solid Number processes the following Customer Data, as may be provided by the Merchant to Solid Number from time to time:

Full name……………………………………………

Date of birth……………………………………………

Home address……………………………………………

Shipping address……………………………………………

Work address……………………………………………

Billing address……………………………………………

Email address……………………………………………

Telephone number……………………………………………

Fax number……………………………………………

Government ID number……………………………………………

Bank account number and bank routing number……………………………………………

Financial account number……………………………………………

Card or payment instrument type……………………………………………

Card Primary Account Number (PAN) ……………………………………………

Device-specific Primary Account Number (DPAN)……………………………………………

Card Verification Value (CVV)……………………………………………

Card expiration date……………………………………………

Business tax ID……………………………………………

Username……………………………………………

Password……………………………………………

IP address……………………………………………

Device data*……………………………………………

Browser data*……………………………………………

*As further detailed in the Fraud Protection Tools documentation made available by Solid Number from time to time.

Special categories of data (if relevant)

The transfer and processing of special categories of data is not anticipated.

Duration of Processing

The term of the Agreement. 

EXHIBIT B – Definitions

• “Acquirer” means the financial institution that provides acquiring services to Merchant under the terms of the Bank Agreement.
• “Agreement” means this Solid Number Payment Services Agreement, including all exhibits and other agreements and documents incorporated herein.
• “Bank Account” means the bank account that you specify to receive your Payouts.
• “Bank Agreement” means the agreement provided by the financial institution that is providing the acquiring services.
• “Bank-sponsored Merchant Account” means the merchant account(s) provisioned to Merchant by Acquirer for use as part of the Solid Number Payment Services under the terms of the Bank Agreement.
• “Business Day” means a day where banks are generally open in the United States.
• “Chargeback” means a challenge to a payment that a buyer files directly with his or her credit or debit card issuer.
• “Confidential Information” is defined in Section 6.09 above.
• “Control Panel” is the user interface for the Solid Number Payment Services.
• “Customer(s)” means the customer of the Merchant.
• “Customer Data” means all information, including personal data, that (i) the Customer provides to Merchant and Merchant passes on to Solid Number through the use by Merchant of the Solid Number Payment Services and (ii) Solid Number collects from the Customer’s device and browser through use by Merchant of the Solid Number Payment Services.
• “Fraud Protection Tools” is defined in Section 1.01 (c) above.
• “Intellectual Property Rights” means the rights owned by a party in its Intellectual Property.
• “Invalidated Payment” is defined in Section 4(a) above.
• “Merchant” or “you” means the entity and/or individual who enters into this Agreement.
• “Networks” means, collectively, Visa, MasterCard, Discover, American Express, any ATM or debit network, and the other card network organizations.
• “Network PCI-DSS Requirements” has the definition ascribed to such term in Section 6.02.
• “Network Rules” is defined in Section 3.01(c) above.
• “Payout” means the amount due to you from your Transactions minus our fees and any Refunds, Chargebacks, Reversals, setoffs, recoupments or other amounts due to Solid Number.
• “Reversal” means any payment that Solid Number reverses to your customer.
• “Refund” means a refund issued by you through the Solid Number Control Panel or through your API access.
• “Reserve” means an amount or percentage of your Payouts that we instruct Acquirer to hold in order to protect against the risk of Reversals, Chargebacks, or any other risk, exposure and/or potential liability to us related to your use of the Solid Number Payment Services.
• “Restricted Activities” means any breaches of our Acceptable Use Policy and any activity specified in Section 3.01 above.
• “Software” is defined in Section 6.05 above.
• “Trademark(s)” is defined in Section 6.06 above.
• “Transaction” means the payment of funds between you and a Customer related to the sale of goods and/or services, or charitable donations.

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ACH Service Terms

1. ACH Service. Solid Number offers services that allow merchants to originate Automated Clearing House (“ACH”) credit and debit entries to a bank account (the “ACH Service”) and Merchant desires to use such services. Merchant agrees that its use of the ACH Service is subject to the terms herein and the applicable provisions of the Payment Services Agreement found at https://solidnumber.com/terms (the “Agreement”). Merchant accepts and agrees to comply with all such terms.

2. Part of Solid Number Payment Services. Merchant agrees that the ACH Service shall be deemed part of (and included in) the definition of Solid Number Payment Services under the Agreement. ACH Service transactions shall be deemed part of (and included in) the definition of Transaction under the Agreement. 

3. Fees. Merchant will pay Solid Number the fees and charges as agreed in writing, as well as other amounts owed, pursuant to these terms and the Agreement. Such other amounts shall include, without limitation, any amounts charged to Solid Number and/or Merchant by NACHA (administrator of the ACH network) in connection with Merchant’s use of the Solid Number Payment Services. All fees and other amounts due pursuant to these terms shall be subject to the terms and conditions applicable to fees generally in the Agreement, including, without limitation, those set forth in Section 2 of the Agreement. Any amounts owed to Solid Number under these terms may be deducted from any Payout to Merchant or debited from Merchant’s Bank Account.

4. Transaction Limits. Merchant shall operate and use the ACH Service in accordance with the Transaction limits approved by Solid Number and in accordance with Association Rules. Solid Number may modify your Transaction limits upon reasonable notice.

5. Compliance. Merchant agrees to comply with the rules, guidelines and bylaws of NACHA (which may be found on NACHA’s web site) and other applicable laws and regulations related to use of the ACH network (as may be amended), all of which shall be deemed part of (and included in) the definition Association Rules. NACHA shall be deemed part of (and included in) the definition of Association.

6. Authorizations and Reconstruction Data. Merchant is solely responsible for obtaining authorization to debit its Customers’ bank accounts for ACH payments, and agrees that it shall obtain such authorization in each instance. Merchant shall provide Solid Number with evidence of authorization upon request.  Solid Number shall not be liable for any debit or other failure (or any related costs) arising from Merchant’s acts and omissions, including failure to obtain Customer authorization.  Merchant shall maintain data sufficient to reconstruct the transaction authorization, and maintain such authorization in accordance with all applicable laws, rules and regulations. Merchant agrees Solid Number is permitted to document and store ACH authorization, including timestamp, Merchant logo and applicable ACH credentials (“ACH Authorization”).  Merchant shall provide Solid Number with ACH Authorization upon request.

7. Termination. In addition to the term and termination rights in the Agreement, either party may terminate any or all Solid Number Payment Services in accordance with their rights under the Agreement. Solid Number may terminate Merchant’s use of the ACH Service for violation of any Association Rules, including, without limitation, acceptable limits for ACH returns. Notwithstanding anything to the contrary in these terms or the Agreement, ACH data will not be included in any forwarding or portability services offered under the Agreement.

8. Settlement.

• Provisional ACH Credit. Merchant acknowledges that ACH rules make provisional any credit given for an entry until the ODFI receives final settlement. If the ODFI does not receive final settlement, the ODFI is entitled to a refund from the credited party and the originator of the entry shall not be deemed to have paid the party. Merchant agrees that it shall be responsible for all such refunds, and Solid Number shall have the right to be reimbursed by Merchant for any and all such refunds or other amounts that are charged to Solid Number by the ODFI in connection with the ACH Service. Solid Number may deduct such amounts from any Payout to Merchant. “ODFI” shall mean an Originating Depository Financial Institution for the processing of the ACH transaction services contemplated herein.
• Cancellation or Amendment. Merchant shall not have the right to cancel or amend an ACH transaction entry after its receipt by Solid Number, except to void the Transaction prior to settlement.
• Inconsistency of Name and Number. If an entry describes a financial institution or the receiver of an entry inconsistently by name and account or other identifying number, the account or other identifying number may be relied upon and the name disregarded.
• Satisfaction of Customer Debt. In the event that an RDFI should reverse a Transaction, Merchant acknowledges that, as between Merchant and its Customer, the Customer’s debt to Merchant is satisfied when Solid Number receives funds from the ODFI in payment of that debt, subject only to a reversal of such payment. “RDFI” shall mean the Receiving Depository Financial Institution that provides depository bank account services to Customers and accepts on behalf of their Customers’ electronic debits and credits.

10. Warranty. Merchant warrants to Solid Number, as an originator of entries makes under the NACHA Association Rules, that no entry delivered to Solid Number or the ODFI, if accepted by the ODFI, will cause Solid Number or the ODFI to be in violation of any regulation or sanction administered by the federal or state government or otherwise causes Solid Number or the ODFI to be in violation of federal or state law.
11. Relationship to the Agreement. These terms are hereby incorporated into and made a part of the Agreement. To the extent that these terms conflict with the terms of the Agreement, these terms shall control with respect to the ACH Service and to the extent of such conflict. Except as amended and/or supplemented by these terms, all terms and provisions of the Agreement shall continue and remain in full force and effect and shall be binding upon the parties. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.

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Forwarding Services Terms

1. Forwarding Services. Solid Number provides a service that enables Merchant to send Customer Data and other details from the Solid Number vault to other PCI-DSS compliant third parties (“End Point”) whose Attestation of Compliance was completed by a Qualified Security Assessor (the “Forwarding Services”). Merchant agrees that the Forwarding Services shall be deemed part of (and included in) the definition of Gateway Services under the Payment Services Agreement found here: https:solidnumber.com/terms (“Agreement”).
2. In addition to any other amounts Merchant is responsible for pursuant to the Agreement, Merchant will also pay Solid Number the fees and charges as agreed in writing. Fees charged pursuant to these terms will be subject to Section 2 of the Agreement (entitled Fees and Taxes).
3. Information Security. Prior to any forwarding of Customer Data hereunder to an End Point, and on an annual basis thereafter, Merchant shall provide Solid Number a copy of End Point’s most current PCI-DSS Attestation of Compliance completed by a Qualified Security Assessor. Merchant shall also provide Solid Number with any additional information as Solid Number may reasonably request in order to confirm that the systems in which any Customer Data will be used, stored or transferred do not pose a material risk to the security or integrity of the Customer Data.
4. Representations and Warranties. Merchant represents and warrants that (i) it shall use the Forwarding Services only in compliance with applicable laws, regulations and Association Rules, (ii) it shall obtain all consents from its Customers to use, store and share Customer Data and (iii) that its privacy policies allow for the sharing of Customer Data and that it will comply with such policies.
5. End Points. Prior to forwarding any Customer Data to End Point, Merchant shall enter into an agreement with such End Point obligating End Point to abide by and fully comply with PCI-DSS in connection with any and all processing, storage and use of the Customer Data by the End Point; provided, however, that before Merchant and any End Point enter into such agreement, Merchant will conduct a due diligence review on End Point and will not enter into an agreement with End Point or otherwise provide access to the Customer Data under circumstances in which Merchant knows or should know that such End Point would post a material risk to the security or integrity of the Customer Data. Merchant agrees that Solid Number, in its sole discretion, may contact the End Point to help verify PCI-DSS compliance, and if necessary Solid Number may request that End Point provide Solid Number with documentation or enter into an agreement regarding the safeguarding of the Customer Data. Merchant will provide notice to Solid Number immediately upon becoming aware End Point (a) is non-compliant with PCI-DSS standards, or (b) fails to properly safeguard Customer Data.
6. Merchant shall indemnify, defend and hold harmless Solid Number, its affiliates and their respective directors, officers, employees, contractors, service providers, successors and assigns from and against any and all third party claims, losses, liabilities, damages, suits, actions, government procedures, card association fines, taxes, penalties or interest, associated auditing and legal expenses and other costs (including reasonable attorneys’ fees and costs of suit) arising from or relating to Merchant’s breach of these terms and Merchant’s or End Point’s failure to safeguard the Customer Data, or as a result of Solid Number’s forwarding of Customer Data to Merchant or End Point hereunder. In Merchant’s performance of its indemnification obligations, Merchant shall make no settlement that will be binding on Solid Number without Solid Number’s prior written consent.
7. Relationship to the Agreement. These terms are hereby incorporated into and made a part of the Agreement. To the extent that these terms conflict with the terms of the Agreement, these terms shall control with respect to matters concerning the Forwarding Services to the extent of such conflict. Except as amended by these terms, all terms and provisions of the Agreement shall continue and remain in full force and effect and binding upon the parties. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.

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Grant Services Terms

 

1. Grant Services. Solid Number also provides a service that enables Merchant to send limited Customer Data elements from the Solid Number vault to another merchant (“Receiving Party”) with a Solid Number Payment Services account in good standing (the “Grant Services”). Merchant may revoke the Receiving Party’s ability to use such Customer Data at any time in accordance with its agreements with the Receiving Party. Solid Number may revoke Receiving Party’s access to such Customer Data in its sole discretion. Merchant agrees that the Grant Services shall be deemed part of (and included in) the definition of Gateway Services under the Payment Services Agreement found here: https://solidnumber.com/terms (“Agreement”).
2. In addition to any other amounts Merchant is responsible for pursuant to the Agreement, Merchant will also pay Solid Number the fees and charges as agreed in writing. Fees charged pursuant to these terms will be subject to Section 2 of the Agreement (entitled Fees and Taxes).
3. Representations and Warranties. Merchant represents and warrants that (i) it shall use the Grant Services only in compliance with applicable laws, regulations and Association Rules, (ii) it shall obtain all consents from its Customers to use, store and share Customer Data and (iii) that its privacy policies allow for the sharing of Customer Data and that it will comply with such policies.
4. Relationship to the Agreement. These terms are hereby incorporated into and made a part of the Agreement and shall apply to Merchant’s Use of the Grant Services. To the extent that these terms conflict with the Agreement, these terms shall control with respect to matters concerning the Grant Services to the extent of such conflict. Except as amended by these terms, all terms and provisions of the Agreement shall continue and remain in full force and effect and binding upon the parties. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.

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Marketplace Service Provider Agreement

This Marketplace Service Provider Agreement (“Agreement”) is by and between Solid Number, a division of Solid Number, Inc. (“Solid Number”), and you, a Merchant who Solid Number has separately approved in writing to be a Marketplace Service Provider (“MSP”). This Agreement applies to you in addition to the Solid Number Payment Services Agreement. We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change, we will provide you with 30 Days’ prior notice of Substantial Change by posting notice on the “Policy Updates” page of our website.

1. Marketplace Services. Solid Number’s Marketplace APIs (“Marketplace APIs”) enable MSP to submit payments to Solid Number from sellers (“Sub-Merchants”) that are transacting on MSP’s platform. The payments will be processed by Solid Number and split between MSP and Sub-Merchant, as directed by MSP. MSP may not submit payments to Solid Number for processing using the Marketplace APIs for sellers or other third parties that are not transacting on MSP’s platform.
2. Sub-Merchant Information. MSP shall sign-up Sub-Merchants on its website or Application using the Marketplace APIs. MSP shall collect and submit to Solid Number certain information, as requested by Solid Number, to help verify the Sub-Merchant’s identity and comply with other legal or compliance requirements. This information includes, but is not limited to, Sub-Merchant’s (a) first name, (b) last name, (c) address, (d) date of birth, (e) and email address if Solid Number is dispersing payments to Sub-Merchants through OfficeCard, and/or bank account and routing number if Solid Number is dispersing payments to Sub-Merchants through their bank accounts. If the Sub-Merchant is a registered company, the created merchant call will also include the Business section with legal name, tax ID, address and optionally the DBA name. This is in addition to the individual details. MSP shall promptly notify Solid Number of any changes to such information to ensure the continued accuracy of the data submitted. To the extent requested by Solid Number, MSP will verify and confirm information submitted by each Sub-Merchant and provide additional information as needed. All Sub-Merchants are subject to Solid Number’s continuing approval and may be terminated in accordance the Solid Number’s Payment Services Agreement.
3. Customer Support. MSP shall provide customer support to its Sub-Merchants and customers of the Sub-Merchants, as applicable based on MSP’s terms of service. Solid Number is only responsible for providing customer support directly to MSP.
4. MSP agrees that it shall be jointly and severally liable for all fees, fines, chargebacks, refunds and other expenses caused by or related to the acts or omissions of its Sub-Merchants. MSP agrees to reimburse Solid Number, a Sub-Merchant, or a third party for any and all such liability incurred by the foregoing party. MSP will indemnify, defend and hold harmless Solid Number from any claims, losses and liabilities arising out of or related to MSP’s use of the Marketplace API, including but not limited to the acts or omissions of a Sub-Merchant.
5. Terms of Service. MSP is responsible for vetting Sub-Merchants to ensure that they are in compliance with the Solid Number Payment Services Agreement. MSP shall include in its Terms of Service, agreed to by Sub-Merchants, and ensure the Sub-Merchant acceptance of the following:

• “Solid#”, a division of Solid Number Holdings, Inc. (Solid Number) for payment processing services. By using the Solid Number payment processing services, you agree to the Solid Number Payment Services Agreement available at https://solidnumber.com

6. Tax Reporting. Solid Number will provide pre-generated 1099-K tax forms for Sub-Merchants as required by the IRS. MSP will distribute these 1099-K tax forms to Sub-Merchants. MSP will cooperate with Solid Number in securing additional information needed from Sub-Merchants to satisfy IRS reporting obligations, including but not limited to Sub-Merchant’s bank account and routing numbers and Tax ID or Social Security Number. MSP will provide Sub-Merchant transaction activity reports as reasonably requested.
7. Upon request, MSP shall provide Solid Number or its auditors with reasonable access to MSP’s facilities for the purpose of performing an inspection of its books, records and/or systems to ensure compliance with the terms of this Agreement.

 

OfficeCard. In order for Solid Number to disperse payments to Sub-Merchants via Officecard, MSP hereby agrees to the OfficeCard User Agreement here: https://officecard.com/cardholder-agreement/ MSP hereby authorizes Solid Number to share MSP’s business name, email address, telephone number and password (if MSP specifies a password) with OfficeCard to create MSP’s OfficeCard account. MSP hereby grants Solid Number access to MSP’s OfficeCard account for the purposes of facilitating disbursements, disputes, and reversals of funds.