In plain English: this agreement explains the responsibilities merchants assume when using Veyra, including compliance, accurate disclosures, refunds, disputes, reserves, and network obligations. It is comprehensive because payments operations carry real obligations to consumers, card networks, sponsor banks, and regulators. Veyra retains operational discretion to protect those parties as well as our merchants. We recommend having counsel review the agreement before acceptance.
This Merchant Services Agreement (the “AGREEMENT”) is entered into between Josh Petro LLC (“Veyra,” “we,” “us,” or “our”) and the business entity identified during application (“YOU,” “your,” or “Merchant”). By accepting this Agreement during onboarding, by clicking “I agree,” by signing an order form that incorporates it by reference, or by submitting any transaction through Veyra, you agree to be bound by every term below. This Agreement incorporates and supplements our Terms of Service, our Payment Processing Terms, our Acceptable Use Policy, our Risk, Holds & Reserve Policy, our Refund & Dispute Policy, our Privacy Policy, our Personal Information & Data Sharing Acknowledgment, and our Aggressive Protections Addendum, and every order form, schedule, addendum, click-through, and policy update that we deliver to you or post on the Veyra platform. In the event of any conflict between this Agreement and any other document, this Agreement controls with respect to merchant processing activity unless that other document expressly states it overrides this Agreement.
Addendum binding by reference. Your acceptance of this Agreement constitutes your acceptance, on the same acceptance event, of the Aggressive Protections Addendum. The Addendum supplies the operative remedies that protect Veyra in the event of breach: a liquidated-damages schedule, cross-default across every Veyracontract, immediate acceleration of every obligation, joint-and-several liability for owners and guarantors, first-dollar uncapped indemnification, a surcharge schedule for chargeback / fraud / refund threshold breaches, broad rights of setoff across affiliated balances, default-rate interest, identity refresh on trigger, cross-merchant data-sharing consent, sub-processor pass-through, attorneys’ fees recovery, mandatory pre-arbitration mediation in Sheridan, Wyoming, a one-year limitation of action against Veyra, class-action and jury-trial waivers, and survival of every protective provision after termination. You cannot accept this Agreement without accepting the Addendum. Where this Agreement conflicts with the Addendum on a remedy, the more protective remedy in favor of Veyra controls.
1. ONBOARDING, DOCUMENTATION, AND ONGOING DISCLOSURE
1.1. You will provide accurate, complete, current, and truthful information about your business at application and on an ongoing basis. This includes legal name, registered and operating addresses, beneficial owners (any natural person who owns or controls 25% or more of the equity, plus one principal control person), principal officers, government identifiers, banking details, processing history, prior gateway or processor terminations, product mix, sales channels, customer-service contacts, domain names, statement descriptors, websites, advertising channels, and any other information we request.
1.2. You authorize Veyra and its agents to verify any information you submit and to obtain, on a continuing basis, consumer credit reports, business credit reports, sanctions and adverse-media reports, beneficial-owner identity reports, business- registry reports, prior-processor history, court records, and information from any other third-party source that we determine relevant to underwriting or ongoing risk management.
1.3. FORTY-EIGHT-HOUR UPDATE OBLIGATION. You will notify Veyrain writing within forty-eight (48) hours of any material change, including but not limited to: any change in beneficial ownership; any change in control persons; any change in legal name, DBA, or business form; any change in operating address; any change in banking; any change in product mix, sales channel, or geographic market; any change in domain name, statement descriptor, or customer-facing brand; any actual or threatened regulatory action, lawsuit, subpoena, or governmental investigation; any actual or threatened termination by another payments provider; any insolvency event, bankruptcy filing, assignment for the benefit of creditors, or similar proceeding; any negative news event that affects your business reputation; any material change in chargeback ratio, refund rate, or processing volume; and any compromise or suspected compromise of API keys, webhook secrets, signing material, or system security. The forty-eight-hour clock runs from your actual or constructive knowledge of the change.
1.4. Information failures or delays of disclosure are a material breach of this Agreement and a stand-alone cause for immediate termination, freeze of settlement, increase of reserves, claw-back, and indemnity. You waive any “immateriality” defense; any of the items in §1.3 is deemed material per se.
2. MERCHANT REPRESENTATIONS AND WARRANTIES
You represent, warrant, and covenant — at execution and as continuing representations on every transaction submitted through your account — that:
2.1. You are duly organized, validly existing, and in good standing in your jurisdiction; you have full corporate power and authority to enter into this Agreement and to perform every obligation under it.
2.2. The individual accepting this Agreement on your behalf has been duly authorized by all required corporate action and has sole authority to bind your business. You waive any “ultra vires,” “lack of authority,” or “wrong signatory” defense.
2.3. Every statement you have made or will make in your application, in any document you provide, in any communication with Veyra, and in any periodic attestation we require is and will be true, accurate, current, and complete in every material respect. A knowingly false statement is grounds for civil liability for fraud and for criminal referral.
2.4. You have not previously been terminated by any payment processor, payment facilitator, acquirer, sponsor bank, or card network for any reason, except as fully and accurately disclosed in your application or in writing to Veyra before this Agreement was accepted. You have not been added to the MATCH (Member Alert to Control High-Risk Merchants), VMSS (Visa Merchant Screening Service), or any equivalent cross-acquirer warning list, except as fully and accurately disclosed.
2.5. No regulatory action, governmental investigation, civil action, or criminal proceeding is pending or threatened against you or any of your beneficial owners or principal officers, except as fully disclosed in writing to Veyra before execution.
2.6. You and your business — including products, services, marketing, websites, labeling, customer support practices, and refund handling — comply with all applicable law, including federal, state, foreign, and local consumer-protection, advertising, labeling, anti-money-laundering, sanctions, export-control, tax, telemarketing, TCPA, e-commerce, recurring-billing, and data-protection statutes and regulations.
2.7. You hold every license, registration, permit, and authorization required to operate your business and to sell each good or service you process through Veyra. Required licensure includes, where applicable, money-services-business registration, money-transmitter licensure, controlled-substance licensure, food and drug authorization, alcohol licensure, professional licensure, brokerage registration, and any vertical-specific authorization. You will not begin processing in a new product category until you have notified Veyra and obtained Veyra's written approval and any updated licensure.
2.8. You comply, and will continue to comply, with the operating rules of every card network whose payments you accept, including Visa, Mastercard, American Express, Discover, and any equivalent network.
2.9. Each transaction you submit represents a bona fide sale of goods or services in the ordinary course of your business between you and a cardholder who is a true and authorized user of the payment instrument. You will not submit a transaction that is fraudulent, that has been previously charged back, that represents factoring of another merchant's sale, that splits a single sale into multiple transactions, or that violates any card-network rule.
3. Veyra'S ROLE; STATUS AS INFRASTRUCTURE PROVIDER
3.1. Veyra provides payments infrastructure (onboarding workflow, risk monitoring, settlement coordination, dispute support, merchant tooling, and developer surfaces). Card processing itself is performed by licensed acquiring partners, third-party processors, and tokenization providers. Veyra is not a bank, not a money transmitter, not a money-services business, not a securities broker, not a deposit-taking institution, and not a fiduciary. We do not provide legal, tax, accounting, regulatory, financial, underwriting, or investment advice, and nothing in this Agreement, any communication from us, or any feature of the platform should be construed as such.
3.2. Your relationship under this Agreement is with Veyra. Sub-processor identities and the categories of data they handle are disclosed in our Privacy Policy and updated as our processing topology evolves. Where an acquiring partner separately requires merchant acknowledgement of a partner-specific platform agreement, Veyra will surface that acknowledgement during onboarding as a separate click-through and record the date, IP address, and user-agent of your acceptance.
4. RIGHT TO ACCEPT, REJECT, SUSPEND, OR TERMINATE
4.1. Acceptance of any merchant is in Veyra's sole discretion and is subject to underwriting, sanctions screening, card-network restrictions, acquiring- partner requirements, applicable law, and any internal risk policy. Prior conversations, sales proposals, marketing materials, and estimated rates are not binding offers; final terms, fees, and processing limits are set forth in your order form or written communication from Veyra and may be adjusted as described in this Agreement.
4.2. TERMINATION TRIGGERS. Even after acceptance, Veyra may suspend processing, freeze settlement, increase reserves, restrict your account, or terminate this Agreement and your account immediately and without prior notice or cure period for any of the following:
4.2.1. any actual or perceived increase in your risk profile;
4.2.2. any actual or threatened regulatory inquiry, subpoena, or governmental investigation involving you, your beneficial owners, or your principal officers;
4.2.3. any request from an acquiring partner, sponsor bank, processor, or tokenization provider;
4.2.4. any direction or request from a card network, network association, regulator, or law-enforcement authority;
4.2.5. any change in your business model, product mix, geographic distribution, sales channel, ticket size, ticket volume, or processing pattern;
4.2.6. any change in beneficial ownership, control persons, principal officers, board composition, or capital structure;
4.2.7. any missed, late, or partial payment of any amount owed to Veyra, our acquiring partners, or our processors;
4.2.8. any chargeback ratio, refund rate, dispute rate, or fraud rate above any threshold Veyra sets for your account or your tier, whether published or not;
4.2.9. any late, incomplete, or refused KYB refresh, document request, sworn statement, or evidentiary submission;
4.2.10. any false statement, omission, or misleading representation in your application or in any subsequent communication;
4.2.11. any breach of this Agreement, the Acceptable Use Policy, the Payment Processing Terms, the Risk Policy, or any incorporated document;
4.2.12. any operational, security, or fraud event in your environment, in your integration, in your principals, in your bank, or in your supply chain that, in Veyra's reasonable judgment, exposes Veyra to risk;
4.2.13. any other reason in Veyra's reasonable discretion, including reasons not disclosed to you and reasons that would otherwise constitute permissible business judgment.
4.3. NO NOTICE, NO CURE. Where Veyra elects to terminate for any of the triggers in §4.2, no notice is required and no cure period is required. Where notice is required by applicable law, Veyra will provide the minimum notice that the law requires; nothing in this Agreement creates a longer notice obligation.
4.4. TERMINATION DOES NOT RELEASE. Termination of this Agreement, for any reason, does not release you from any outstanding obligation, including any chargeback, refund, fine, assessment, fee, indemnity, audit cooperation, or record- retention obligation. Every obligation in §7 (Fees, Settlement, Reserves), §8 (Chargebacks), §11 (Indemnification), §13 (Network Fees), §14 (Audit), §19 (Survival), §20 (Dispute Resolution), and every right reserved to Veyra survives termination.
5. ACCEPTABLE USE; 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, and to provide samples, recordings, and documentation on request.
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, alter risk decisioning, bypass authentication flows, or remove brand attribution where Veyra requires it. 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 and without notice.
7. FEES, SETTLEMENT, RESERVES, HOLDS, AND OFFSETS
7.1. Fees applicable to your account — including discount rates, transaction fees, monthly platform fees, chargeback fees, refund fees, retrieval fees, arbitration fees, reserve percentages, settlement timing, payout currency, and any minimum monthly volume — are set forth in your order form, schedule, or written communication from Veyra. We may modify fees, settlement timing, reserves, and holds on notice consistent with §17 and this Agreement, including immediately and without prior notice where required by an acquiring partner, card network, regulator, or risk event.
7.2. RESERVES — UNILATERAL SETTING AND ADJUSTMENT. Veyramay unilaterally set, adjust, increase, or impose a reserve at any time and for any reason, with no more than thirty (30) seconds' constructive notice (delivered as a system event in your dashboard, an email to your administrative contact, or a webhook). The reserve may be a fixed amount, a percentage of processing volume, a rolling reserve over any window we set, or any combination. Reserve amounts may be funded by withholding from settlement, by debiting your designated bank account under the standing ACH authorization, or both.
7.3. RESERVE RELEASE. A reserve is released only at the LATER of: (a) a continuous chargeback-free window of at least one hundred eighty (180) days from the most recent transaction, AND (b) the completion of every open dispute, investigation, regulatory inquiry, or audit matter associated with your account. Veyra may extend the release window indefinitely where any open matter remains pending.
7.4. CONVERSION TO PERMANENT LOSS RESERVE. On termination of this Agreement for any reason, Veyra may unilaterally convert any reserve, or any portion thereof, into a permanent loss reserve held against tail chargebacks, refunds, fines, assessments, indemnities, and other contingent liabilities, without any obligation of release until Veyra determines, in our sole reasonable discretion, that no further exposure exists.
7.5. OFFSET, NETTING, AND RECOVERY. You authorize Veyra and our acquiring partners and processors to debit, offset, net, recover, or set off from your settlement, reserve, bank account, or any other source any amount owed to Veyra or our partners, including fees; chargebacks and chargeback fees; refund amounts; refund fees; retrieval and arbitration fees; ACH or other transfer reversals; network fines, assessments, and penalties; integrity fees and brand- protection fees; fraud losses; dispute representment costs; reserves; indemnities; and any other amount. Veyramay offset disputed amounts and pre-judgment amounts; you waive any “disputed-amount” or “liquidated-only” defense. To the extent any offset is insufficient, you remain liable for the deficiency and will pay it on demand with no further authorization required.
7.6. SETTLEMENT IS CONDITIONAL. Veyra may delay, reverse, offset, recoup, claw back, or recover any payout where required by risk, compliance, network rules, applicable law, or pending review. No payout becomes irrevocable upon initial release; every payout is subject to claw-back under §10.
8. CHARGEBACKS, REFUNDS, AND DISPUTES
8.1. 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, initially settled, cleared the dispute window, or had previously been retained by you. Approval by an issuer is not a waiver of any chargeback right.
8.2. You will respond promptly to every dispute notification, 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 results in dispute loss by default and may trigger additional fees.
8.3. CHARGEBACK FEES. Each chargeback received on your account incurs a default fee of fifty U.S. dollars ($50.00), retained by Veyra even where the chargeback is ultimately won by you. Each retrieval request incurs a pass-through fee of two hundred fifty U.S. dollars ($250.00). Each arbitration or compliance case incurs a pass-through fee of two hundred fifty U.S. dollars ($250.00), plus any additional acquirer, network, or partner-imposed cost. These fees are debited from your settlement, reserve, or bank account on receipt. The order form may set different chargeback fees per merchant; the defaults apply where the order form is silent.
8.4. Sustained chargeback or dispute rates that exceed any program threshold — including Visa Acquirer Monitoring Program, Visa Dispute Monitoring Program, Visa Fraud Monitoring Program, Mastercard Excessive Chargeback Merchant program, Mastercard High-Risk programs, American Express EMR or equivalent, Discover DRP or equivalent, or any internal Veyra threshold — may trigger additional fines, mandated remediation, reserves, holds, or termination. You are responsible for every fine, assessment, and remediation cost imposed under such programs.
8.5. REFUND PROCESSING FEE.Each refund you issue incurs a refund processing fee equal to (i) the processing partner's refund cost (which typically includes the retained original transaction processing fee) plus (ii) a $5.00 Veyra flat fee. This fee is debited from your merchant balance at the time the refund is issued. The customer always receives the full refund amount. Per-merchant rates may be set forth in your order form. See the Refund & Dispute Policy.
9. TAXES
You are solely responsible for the calculation, collection, reporting, and remittance of all taxes (including sales, use, value-added, excise, gross-receipts, 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 a separate writing. Veyra may perform tax-information reporting (e.g., Form 1099-K) where required by law and you will provide the information necessary for that reporting on request.
10. POST-TERMINATION CLAW-BACK AND TAIL LIABILITY
10.1. TWENTY-FOUR-MONTH CLAW-BACK WINDOW. For a period of twenty- four (24) months following the termination of this Agreement for any reason, Veyraretains the right to claw back, offset, debit, or otherwise recover from any source — including your former settlement balance, any retained reserve, and your designated bank account under the standing ACH authorization — any amount associated with transactions processed during the term of this Agreement, including chargebacks that arise after termination, refunds, fines, assessments, integrity fees, partner-bank fees, indemnities, and tax-authority reassessments. The twenty-four-month window is independent of any statute-of-limitations defense you might otherwise raise; you waive any “laches” defense within the twenty-four-month window.
10.2. OFFSET AGAINST DISPUTED AMOUNTS. Veyra may offset future settlements against any outstanding amount owed by you, including amounts you contest, contend are inaccurately calculated, or have placed in formal dispute. Your remedy for any offset you believe to be improper is the dispute-resolution process in §20; offset is not stayed by your raising of a dispute.
10.3. ACH DEBIT WITHOUT FURTHER AUTHORIZATION. The standing ACH Authorization you executed as part of onboarding authorizes Veyra (and our acquiring partners and processors) to debit your designated bank account for any shortfall, deficiency, claw-back, indemnity, or other amount owed under this Agreement, without any further authorization required, at any time during the term and within the twenty-four-month post-termination claw-back window. If your bank account is closed, you remain liable for the deficiency and will provide a new bank account on demand.
11. INDEMNIFICATION
11.1. BROAD INDEMNITY. You will defend, indemnify, and hold harmless Veyra, our acquiring partners, processors, sponsor banks, tokenization providers, affiliates, successors, assigns, and our and their officers, directors, members, employees, contractors, and agents (collectively, the “INDEMNIFIED PARTIES”) from and against any and all claims, demands, actions, losses, damages, judgments, awards, fines, penalties, assessments, settlements, costs, and expenses (including reasonable attorneys' fees, expert fees, and litigation costs) arising out of or relating to:
11.1.1. your goods, services, marketing, websites, advertising, customer support, or refund handling;
11.1.2. any transaction you process or attempt to process through Veyra;
11.1.3. any chargeback, refund, dispute, fine, assessment, integrity fee, brand-protection fee, or pass-through cost associated with your account;
11.1.4. any third-party claim, including any consumer-protection claim, false-advertising claim, deceptive-trade-practices claim, products-liability claim, intellectual-property infringement claim, defamation claim, privacy claim, or tort claim;
11.1.5. any regulator inquiry, investigation, examination, subpoena, or enforcement action involving your business, your beneficial owners, or your principal officers;
11.1.6. any violation or alleged violation by you of any anti-money-laundering, Bank Secrecy Act, OFAC sanctions, export-control, anti-terrorism, anti-bribery, or anti-corruption statute or regulation, in any jurisdiction;
11.1.7. any tax-authority claim, including any reassessment, audit finding, penalty, or interest;
11.1.8. any network reassessment, retroactive fine, or chargeback program inclusion;
11.1.9. any fine or assessment levied by a partner bank, sponsor bank, or acquiring partner;
11.1.10. any data, content, instruction, file, or transmission you submit to Veyra, or any breach of representation or warranty in §2;
11.1.11. any breach of this Agreement, the Acceptable Use Policy, the Payment Processing Terms, the Risk Policy, the ACH Authorization, the Personal Information & Data Sharing Acknowledgment, the Developer Terms, or any other document incorporated by reference; and
11.1.12. any violation of applicable law, card-network rule, or third-party right by you, your beneficial owners, your principal officers, your contractors, or anyone acting on your behalf.
11.2. INDEMNITY IS UNCAPPED. Your indemnity obligations under §11 are not subject to any cap on liability, including the cap in §12; they survive every limitation, exclusion, and disclaimer in this Agreement.
11.3. CONTROL OF DEFENSE. Veyra may, at our option, control the defense of any matter subject to indemnity. We may settle any such matter without your consent, and you will pay every settlement amount, judgment, fee, and cost. We will reasonably consult with you on settlement strategy where time and circumstances permit; consultation is not a precondition.
12. DISCLAIMERS; LIMITATION OF LIABILITY
12.1. AS-IS.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, settlement timing, or availability will be met. To the fullest extent permitted by law, we disclaim all warranties, including merchantability, fitness for a particular purpose, non-infringement, title, accuracy, and any warranty arising from course of dealing or trade usage.
12.2. WAIVER OF INDIRECT DAMAGES BY MERCHANT ONLY. To the fullest extent permitted by law, YOU waive any right to recover, and the Indemnified Parties will not be liable to YOU for, any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, lost goodwill, business interruption, cost of substitute services, or opportunity-cost damages, regardless of legal theory (contract, tort, statute, or otherwise) and even if the Indemnified Parties have been advised of the possibility of such damages. This waiver does NOT apply to Veyra; Veyra reserves every right to recover any direct, indirect, incidental, consequential, special, exemplary, or punitive damage from YOU under this Agreement.
12.3. CAP — ASYMMETRIC. Veyra's aggregate liability to you under this Agreement (including under tort, contract, or any other theory) will not exceed the GREATER of (a) one hundred U.S. dollars ($100.00) or (b) the platform fees actually paid by you to Veyra in the three (3) months immediately preceding the event giving rise to the claim. Your aggregate liability to Veyra is UNCAPPED. Network fines, assessments, chargebacks, refunds, and other pass-through losses are not subject to Veyra's cap; they are merchant-side and pass through to you without limit.
12.4. NETWORK / REGULATOR / PARTNER-BANK FINES PASS THROUGH WITHOUT CAP.Every card-network fine, regulator penalty, partner-bank fine, integrity fee, brand-protection fee, scheme fee, assessment, and similar pass-through item is passed through to you without cap and without offset against Veyra's cap.
13. NETWORK FEES AND ASSESSMENTS
13.1. ONE HUNDRED PERCENT PASS-THROUGH. One hundred percent (100%) of every interchange fee, network fee, scheme fee, brand-protection fee, integrity fee, assessment, monthly access fee, BIN-attribute fee, cross-border fee, FX conversion fee, settlement fee, sponsor-bank fee, partner-bank fee, ACH-network fee, wire fee, retrieval fee, arbitration fee, fraud-monitoring program fee, and any similar item imposed on Veyra or our partners as a result of transactions on your account is passed through to you, in full, without Veyra margin or cap. Pass-through items may be itemized or aggregated at Veyra's discretion.
13.2. RIGHT TO ADD NEW LINE ITEMS. Veyramay add a new pass-through line item on seven (7) days' notice, posted in your dashboard, by webhook, or by email to your administrative contact. Continued processing after the seven-day notice period constitutes acceptance.
13.3. RETROACTIVE NETWORK REASSESSMENTS. Where a card network or partner bank retroactively assesses a fee or fine on past transactions, the retroactive amount is your responsibility under §11 and §13 even where the original transaction had already settled and any reserve had been released.
14. AUDIT, RECORDS, AND INFORMATION REQUESTS
14.1. TWELVE-YEAR RECORD RETENTION. You will retain — at your sole cost — every record relating to your account for at least twelve (12) years following the later of (i) the transaction date and (ii) the termination date of this Agreement. Records include order records, customer order forms, shipping confirmations and tracking, fulfillment records, refund history, dispute records, customer-service transcripts and recordings, marketing artifacts, advertising- platform records, beneficial-owner identification, KYB documentation, tax records, bank records, and any other record reasonably relevant to your processing activity.
14.2. AUDIT RIGHTS. Veyra, our acquiring partners, our sponsor banks, our processors, our auditors, our regulators, the card networks, and their respective designees may audit your operations, your records, your books, your systems, your beneficial owners, and your customer interactions, on-site or remotely, on twenty-four (24) hours' notice (or such shorter notice as circumstances require), at any time during the twelve-year retention period.
14.3. TRANSACTION-BY-TRANSACTION SUBSTANTIATION. Veyra may demand, and you will provide on demand, transaction-by-transaction substantiation, including the customer order record, the shipping or delivery confirmation, the signed terms or click-through evidence, the refund history, and any other supporting documentation. Failure to substantiate is grounds for charge-back of the transaction, hold of future settlement, indemnity, and termination.
14.4. You will cooperate fully and promptly with audits. Refusal, delay, or incomplete cooperation is a material breach.
15. CONFIDENTIALITY
Each party will protect the other's confidential information using at least a reasonable standard of care and use it only for purposes of this Agreement. Pricing, system designs, risk models, dispute statistics, onboarding decisioning materials, and other operational information of Veyra are confidential by their nature. You will not publish, blog, tweet, or otherwise disclose any information about Veyra's risk decisioning, internal communications, audit findings, suspension reasons, or termination rationale without our prior written approval.
16. PCI / DATA
16.1. You attest that you are SAQ-A eligible, on the basis that the entire cardholder-data capture surface on the Veyra platform is performed inside an iframe hosted by our PCI-certified tokenization provider; no cardholder data traverses your systems.
16.2. You indemnify the Indemnified Parties for any actual or alleged PCI non- compliance arising from your modification, removal, replacement, or bypass of the hosted-iframe integration, your logging or storage of cardholder data on your systems, or any other act by you that takes your environment out of SAQ-A scope.
16.3. PERPETUAL LICENSE TO ANONYMIZED TRANSACTION DATA. You grant Veyra a perpetual, worldwide, royalty-free, fully sublicensable license to use anonymized, aggregated, and de-identified transaction data — including card-fingerprint signals, device signals, IP signals, BIN signals, and behavioral signals — for fraud-fighting, cross-merchant abuse detection, network-level analytics, product improvement, risk-model training, and any other purpose consistent with applicable law. This license survives termination indefinitely.
17. NOTICES; CHANGES TO THIS AGREEMENT
17.1. We may communicate notices through the Veyra platform, by email to the administrative contact on file, by webhook, or by posting an updated version of this Agreement at the URL above.
17.2. RIGHT TO UPDATE ON THIRTY DAYS' NOTICE. Veyramay update this Agreement on thirty (30) days' notice. Continued use of the platform after the notice period — including the submission of any transaction — constitutes acceptance of the updated Agreement. Where Veyra is required by an acquirer, partner bank, card network, regulator, or applicable law to update on shorter notice (or immediately), the shorter notice period applies.
17.3. AUTO-RENEWAL. Once this Agreement is active, it auto-renews indefinitely with no separate renewal action required by either party. The renewal survives changes in pricing under §13.
18. TERM AND TERMINATION; POST-TERMINATION OBLIGATIONS
18.1. This Agreement is effective when you accept it during onboarding and continues until terminated under §4 or §18.2.
18.2. Either party may terminate this Agreement on thirty (30) days' prior written notice. Veyra retains every termination-for-cause right described in §4 and may terminate immediately and without prior notice in any of the §4.2 scenarios.
18.3. On termination, in addition to §10 (Claw-Back), §7 (Reserves), and §11 (Indemnification):
18.3.1. your access to the platform may be disabled, immediately;
18.3.2. settlement may be held for the longer of one hundred eighty (180) days or as long as required by network rules, applicable law, or pending disputes;
18.3.3. reserves may be retained — or converted into a permanent loss reserve under §7.4 — against future chargebacks, refunds, fees, fines, indemnities, and contingent liabilities;
18.3.4. you remain liable for all amounts owed and for all chargebacks, refunds, fines, assessments, and indemnities associated with transactions processed before termination, regardless of when they arise; and
18.3.5. you will purge any cached integration token, signing material, and credential.
19. SURVIVAL
Every provision of this Agreement that by its nature should survive termination survives termination, including without limitation: §1.3 (Update Obligation), §2 (Representations), §7 (Fees, Settlement, Reserves), §8 (Chargebacks, Refunds), §9 (Taxes), §10 (Claw-Back), §11 (Indemnification — INDEFINITELY), §12 (Liability), §13 (Network Fees), §14 (Audit, Records — INDEFINITELY), §15 (Confidentiality), §16 (PCI / Data — including the perpetual data license), §20 (Dispute Resolution), and every right reserved to Veyra.
20. DISPUTE RESOLUTION; MANDATORY BINDING INDIVIDUAL ARBITRATION; CLASS WAIVER
20.1. INFORMAL RESOLUTION PREREQUISITE. Before initiating any arbitration or legal proceeding (other than a request for injunctive relief described in §20.5), the initiating party will deliver a written statement of the claim to the other party and the parties will negotiate in good faith for at least thirty (30) days. The thirty-day period is a precondition to filing.
20.2. MANDATORY BINDING INDIVIDUAL ARBITRATION.Every dispute, claim, or controversy arising out of or relating to this Agreement, the platform, or our relationship — including its formation, performance, breach, termination, or enforceability — will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, in the English language, in Wilmington, Delaware (or, at Veyra's option, by videoconference), and the award will be final and enforceable in any court of competent jurisdiction.
20.3. CLASS-ACTION WAIVER; JURY WAIVER.EACH PARTY EXPRESSLY WAIVES THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED ARBITRATION. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL. The arbitrator may not consolidate more than one party's claim and may not preside over any form of representative or class proceeding.
20.4. GOVERNING LAW AND VENUE. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Where any matter is outside the scope of §20.2 (e.g., a §20.5 injunctive matter), the exclusive venue is the state and federal courts located in Wilmington, Delaware, and each party irrevocably consents to the personal jurisdiction of those courts.
20.5. INJUNCTIVE RELIEF CARVE-OUT. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual-property rights, enforce confidentiality, prevent unauthorized access to the platform, or enforce the post-termination obligations under §10. The seeking of such relief is not a waiver of the arbitration provisions of §20.2.
20.6. LOSER PAYS.The prevailing party in any arbitration or litigation under §20 is entitled to its reasonable attorneys' fees, expert fees, arbitrator fees, filing fees, and litigation costs.
20.7. STATUTE OF LIMITATIONS. Any claim by you under this Agreement must be filed (informal-resolution letter delivered) within one (1) year of the event giving rise to the claim or be forever barred. This shortens any otherwise-applicable statute of limitations to the fullest extent permitted by law.
21. FORCE MAJEURE — ONE-SIDED
Veyra's performance of any obligation under this Agreement is excused for so long as performance is delayed or prevented by any event beyond Veyra's reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, governmental order, regulatory action, pandemic, epidemic, labor dispute, telecommunications failure, third-party-provider failure (including acquirer, processor, sponsor bank, or tokenization provider failure), or infrastructure outage. YOUR PAYMENT, INDEMNITY, RESERVE, CLAW-BACK, AUDIT, AND RECORDS OBLIGATIONS ARE NOT EXCUSED BY FORCE MAJEURE.
22. MISCELLANEOUS
22.1. SEVERABILITY. If any provision of this Agreement is held unenforceable in any jurisdiction, that provision is severed from this Agreement with respect to that jurisdiction only; every other provision remains in full force and effect, and the severed provision will be reformed to the minimum extent necessary to render it enforceable while preserving its commercial intent.
22.2. NO THIRD-PARTY BENEFICIARIES. Except for the Indemnified Parties as expressly identified, this Agreement creates no rights in any third party.
22.3. ASSIGNMENT — ASYMMETRIC. You may not assign or transfer this Agreement or any right under it, in whole or in part, by operation of law, by merger, by change of control, or otherwise, without our prior written consent (which may be withheld in our sole discretion). Veyra may assign this Agreement freely, in whole or in part, by operation of law or otherwise, including in connection with a corporate transaction, financing, sale of assets, or assignment to a successor, lender, sponsor bank, acquiring partner, or other affiliate. Any attempted assignment by you in violation of this §22.3 is void.
22.4. COUNTERPARTS; ELECTRONIC SIGNATURE.This Agreement may be accepted in counterparts, each of which is an original. Electronic signature (click-through, type-to-sign, or any electronic format we accept) has the same legal effect as a handwritten signature. You waive any “no original signature” defense.
22.5. HEADINGS. Headings are for convenience only and do not affect construction.
22.6. ENTIRE AGREEMENT. This Agreement, together with the documents it incorporates, is the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, proposals, and representations, whether oral or written.
22.7. NO WAIVER. Failure or delay by Veyra to enforce any right under this Agreement is not a waiver of that right or any other right. A waiver is effective only if in writing and signed by an authorized officer of Veyra.
22.8. RELATIONSHIP. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship.
22.9. CONSTRUCTION.This Agreement was negotiated at arm's length. Any rule of construction against the drafting party (contra proferentem) does not apply.
23. CONTACT
Josh Petro LLC
risk@veyragate.com
Version 2026.05.25-v2. Effective 2026-05-25. Veyra may publish an updated version; merchants will be notified and may be required to re-accept.