This Merchant Services Agreement (“Agreement”) is entered into between VeyraGate LLC (“Veyra,” “we,” or “us”) and the business entity identified during application (“Merchant,” “you,” or “your”). By accepting this Agreement during onboarding — or by submitting any transaction through the Veyra platform — you agree to its terms. This Agreement supplements our Terms of Service, our Payment Processing Terms, our Acceptable Use Policy, our Risk, Holds & Reserve Policy, our Refund & Dispute Policy, and our Privacy Policy. To the extent of any conflict between this Agreement and the Terms of Service, this Agreement controls with respect to merchant processing activity.
1. Onboarding and information
You will provide accurate and complete information about your business, beneficial owners, principal control persons, products and services, sales channels, business address, domain names, customer-support contacts, and bank account during application and on an ongoing basis. You authorize Veyra to verify the information you submit, to conduct sanctions and adverse-media screening, to obtain consumer and business credit reports where permitted, and to share information with our acquiring partners, processors, tokenization providers, sponsor banks, card networks, and regulators as reasonably necessary to evaluate, onboard, monitor, and maintain your account.
You agree to update us promptly when any material onboarding information changes, including changes to ownership, principal officers, business address, banking details, product mix, sales channels, customer support contact information, or domain names.
2. Merchant warranties
You warrant and represent on a continuing basis that:
- You are duly organized, validly existing, and in good standing in your jurisdiction.
- You have full power and authority to enter into this Agreement and to perform all obligations under it.
- Each individual accepting this Agreement on your behalf has been duly authorized to do so, and any required corporate resolutions are in place.
- The information you provide during onboarding and ongoing operation is and will remain true, accurate, current, and complete in all material respects.
- Your goods, services, and marketing comply with all applicable laws, card-network rules, and the Acceptable Use Policy.
- You hold every license, registration, or permit required to operate your business and to sell each good or service you process through Veyra.
3. Veyra's role
Veyra provides payments infrastructure (onboarding, risk monitoring, settlement coordination, dispute support, merchant tooling, and developer surfaces). Card processing is performed by licensed acquiring partners and third-party processors. Veyra is not a bank, not a money transmitter, not a securities broker, and does not provide legal, tax, accounting, or regulatory advice. Our role and obligations are limited to those expressly set forth in this Agreement and the documents it incorporates.
4. Right to accept, reject, suspend, or terminate
Acceptance of merchants is in Veyra's sole discretion and subject to underwriting, sanctions screening, card-network restrictions, acquirer requirements, and applicable law. Even after acceptance, we may at any time and without prior notice:
- request additional information, documentation, or warranties;
- impose, increase, or release holds, reserves, or payout delays;
- restrict transaction volume, ticket size, channel, geography, or product category;
- place processing on hold, suspend access to the platform, or freeze settlement;
- require modification or removal of customer-facing content, websites, or domains;
- terminate this Agreement and your account, including for risk, compliance, fraud, abuse, breach of this Agreement, breach of card-network rules, regulatory direction, or any reason in our reasonable discretion.
Prior conversations, sales proposals, marketing materials, or estimated rates are not binding offers. Final fees, reserve requirements, and processing limits are set in your order form, schedule, or written communication from Veyra and may be adjusted as described in this Agreement.
5. Acceptable Use, prohibited businesses, and ongoing compliance
You will at all times comply with the Acceptable Use Policy, the operating rules of Visa, Mastercard, American Express, Discover, and any other card network whose payments you accept, and all applicable laws (including consumer protection, advertising, anti-money-laundering, sanctions, export-control, tax, telemarketing, and data-protection laws). You agree to cooperate with reasonable requests to inspect your websites, marketing channels, customer-service practices, refund processes, and product offerings.
6. Domains, embeds, and checkout integration
Domains used to embed Veyra checkout must be verified as part of onboarding and remain verified during operation. You will not modify the checkout iframe in ways that obscure consumer disclosures, hide statement descriptors, or bypass risk controls. You will keep statement descriptors consistent with the customer-facing brand the cardholder paid; we may require descriptor changes for risk, network, or compliance reasons. We may revoke domain authorization at any time.
7. Fees, settlement, reserves, holds, and offsets
Fees applicable to your account — including discount rates, transaction fees, monthly platform fees, chargeback fees, reserve percentages, settlement timing, payout currency, and any minimum monthly volume — are set forth in your order form or schedule. We may modify fees, settlement timing, reserves, and holds on notice consistent with that order form and this Agreement, including immediately where required by an acquiring partner, card network, regulator, or risk event.
You authorize Veyra (and our acquiring partners and processors) to debit, offset, net, or recover from your settlement, reserve, or bank account any of the following: fees; chargebacks and chargeback fees; refund amounts; ACH or other transfer reversals; network fines, assessments, and penalties; fraud losses; dispute representment costs; reserves; and any other amount you owe under this Agreement. To the extent any such offset is insufficient, you remain liable for the deficiency and will pay it on demand.
Settlement is conditional. We may delay, reverse, or recover any payout where required by risk, compliance, network rules, applicable law, or pending review.
8. Chargebacks, refunds, and disputes
You are responsible for all chargebacks, refunds, customer disputes, and related fees and losses for transactions processed through your account, regardless of whether the underlying transaction was approved by an issuer or initially settled. You will respond promptly to dispute notifications, supply evidence within network deadlines, maintain records sufficient to defend disputes, and operate a clear refund policy that is accessible to consumers before purchase. Failure to respond, or chronic excessive dispute rates, may lead to fines, monitoring program enrollment (e.g., Visa BRAM, Mastercard BAU or successor programs), reserves, holds, suspension, or termination. See our Refund & Dispute Policy and Risk, Holds & Reserve Policy.
9. Taxes
You are solely responsible for the calculation, collection, reporting, and remittance of all taxes (including sales, use, value-added, excise, and similar taxes) and for complying with all customer-facing tax-disclosure obligations. Veyra does not act as merchant of record for tax purposes unless expressly agreed in writing.
10. Customer communications and statement descriptor
Your customer-facing receipts, confirmation emails, support contacts, refund policy, and statement descriptors must accurately identify your business and goods or services. You will not impersonate Veyra or hold yourself out as an affiliate, partner, agent, or representative of Veyra other than as expressly permitted in writing.
11. Webhooks, API, and data use
Your use of webhooks, APIs, signing keys, embeds, and developer surfaces is governed by the Developer & API Terms. You agree to keep API keys and webhook secrets confidential, to rotate them on compromise, to use HMAC validation on every webhook, and to refrain from logging or persisting sensitive payment data on any system that is not specifically authorized by your written agreement with Veyra.
12. Audit, monitoring, and information requests
Veyra may monitor transactions, websites, marketing channels, and customer complaints associated with your account. You will cooperate with reasonable information requests from Veyra, our acquiring partners, processors, sponsor banks, regulators, and card networks, including by providing documentation, recordings, customer service logs, refund records, supplier agreements, financial statements, and similar information within commercially reasonable timeframes.
13. Confidentiality
Each party will protect the other's confidential information using a reasonable standard of care and use it only for purposes of this Agreement. Pricing, system designs, risk models, dispute statistics, and onboarding decisioning materials of Veyra are confidential by their nature.
14. Indemnification
You will defend, indemnify, and hold harmless Veyra, our acquiring partners, processors, sponsor banks, affiliates, and our and their officers, directors, employees, and agents from and against any and all claims, losses, damages, fines, judgments, settlements, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your goods, services, or marketing; (b) any transaction you process; (c) any chargeback, refund, dispute, fine, or assessment associated with your account; (d) your violation of law, card-network rule, or third-party right; (e) any data, content, or instruction you submit to Veyra; and (f) your breach of this Agreement or any document it incorporates.
15. Disclaimers; no guarantee of approval or uninterrupted processing
The platform is provided “as is” and “as available.” We do not guarantee that you will be approved by any acquirer, processor, sponsor bank, or card-network; that any individual transaction will be authorized, settled, or remain free of dispute; that processing will be uninterrupted, secure, or error-free; or that any specific level of throughput, latency, or settlement timing will be met. To the fullest extent permitted by law, we disclaim all warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage.
16. Limitation of liability
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, business interruption, or cost of substitute services, regardless of legal theory and even if advised of the possibility of such damages. Each party's aggregate liability under this Agreement will not exceed the lesser of (a) the platform fees actually paid by you to Veyra in the twelve months immediately preceding the event giving rise to the claim, or (b) one thousand U.S. dollars. Card-network fines, assessments, chargebacks, refunds, and other pass-through losses are not subject to this cap and remain your responsibility.
17. Term and termination; post-termination obligations
This Agreement is effective when you accept it during onboarding and continues until terminated by either party. Veyramay terminate for cause (including breach, risk, compliance, network direction, or acquirer direction) immediately and without prior notice. Either party may terminate for convenience on thirty (30) days' written notice. On termination:
- your access to the platform may be disabled;
- settlement may be held for up to one hundred eighty (180) days, or longer if required by network rules, applicable law, or pending disputes;
- reserves may be retained against future chargebacks, refunds, fees, and fines;
- you remain liable for all amounts owed and for all chargebacks, refunds, and assessments associated with transactions processed before termination, regardless of when they arise; and
- provisions that by their nature should survive (including fees owed, indemnification, confidentiality, disclaimers, limitations of liability, and reserve/offset rights) survive termination.
18. Beta features and limited availability
Some features may be made available only to beta participants. Use of any beta feature is governed by our Beta & Early Access Terms and may be disabled, modified, or removed at any time.
19. No legal, tax, or regulatory advice
Nothing in this Agreement or in any communication from Veyra constitutes legal, tax, accounting, regulatory, or financial advice. You are responsible for obtaining your own professional advice and for the legality and propriety of your business model.
20. Notices and changes
We may communicate notices through the Veyra platform, by email to the administrative contact on file, or by posting an updated version of this Agreement. We may update this Agreement on notice consistent with the Terms of Service. Continued use of the platform after an update is published or notified constitutes acceptance of the updated Agreement.
21. Governing law and dispute resolution
This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. The exclusive venue for disputes is the state and federal courts located in Wyoming, unless otherwise required by law. Each party irrevocably consents to the personal jurisdiction of those courts. To the fullest extent permitted by law, each party waives any right to a jury trial and any right to participate in a class or representative action.
22. Miscellaneous
This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes prior or contemporaneous communications. If any provision is held unenforceable, the remainder will be enforced to the greatest extent permitted by law. Failure to enforce any right is not a waiver. Veyra may assign this Agreement, in whole or in part, including in connection with a corporate transaction, without consent. You may not assign or transfer this Agreement without our prior written consent.
23. Contact
VeyraGate LLC
compliance@veyragate.com
Version 2026.05.13. This Agreement is an operator-authored draft pending external legal review. Veyra may publish a counsel-reviewed update; merchants will be notified and may be required to re-accept.