Payment Services Agreement

Effective date: June 1, 2024

1. Introduction and Definitions

This Payment Services Agreement ("Agreement") is entered into by and between Dappr Technologies, Inc. ("Dappr"), a Delaware corporation with its principal office located at 800 W El Camino Real, Suite 180, Mountain View, CA 94040, and the business entity agreeing to these terms ("Customer"). This Agreement governs the provision and use of Dappr's invoicing, payment processing services, and Point-of-Sale (POS) system.

Definitions:

• Customer: Refers to the business that registers and utilizes Dappr's payment services for commercial purposes.

• Services: Encompasses all features provided by Dappr under this Agreement, including invoicing, payment processing, Point-of-Sale system, and related sales features.

• Point-of-Sale ("POS") System: A software application provided by Dappr, accessible via the Dappr mobile app, that allows Customers to process payments using a payment terminal or through 'Tap to pay' functionality on compatible iPhones. The system is integrated with Stripe Terminal, although all necessary POS hardware must be purchased directly from Dappr.

• Invoicing: A feature within Dappr's platform that allows Customers to issue and manage invoices and quotes, send them via email, and receive payments via credit card, ACH, or wire transfer through a linked payment page.

• Stripe Terminal: Refers to the backend service provided by Stripe, Inc., which supports the payment infrastructure of Dappr’s POS system.

Purpose of the Agreement: The purpose of this Agreement is to outline the terms under which Dappr will provide the Services to the Customer. This includes detailed provisions regarding the functionalities of invoicing, payment processing, and the POS system, the obligations and responsibilities of both Dappr and the Customer, the integration with Dappr's accounting software, and the fees associated with these Services. This Agreement aims to clarify the extent of Services provided, the accuracy of data syncing between sales and inventory management, and the conditions under which these Services are offered, including any limitations or exclusions of guarantees or warranties by Dappr.

2. Scope of Services

Dappr provides a comprehensive suite of sales and payment services through its website and mobile application, designed to facilitate efficient business operations for the Customer. These services include:

• Invoicing and Quotes: Customers can generate and manage invoices and quotes directly through Dappr's platform. Invoices and quotes can be sent electronically via email, incorporating links that direct recipients to a payment page where payments can be made via credit card, ACH, or wire transfer.

• Payment Processing: Dappr facilitates the acceptance of payments through various methods, enhancing the ease with which Customers can conduct transactions. This includes processing through Dappr's POS system as well as standard online transactions.

• Point-of-Sale (POS) System: Available through the Dappr mobile app, the POS system allows Customers to accept card payments directly via payment terminals or through 'Tap to pay' on compatible iPhones. The POS system is supported by Stripe Terminal, although necessary hardware for certain POS functionalities must be acquired from Dappr.

• Inventory Management: Integrated with Dappr’s invoicing and payment processing, this feature allows for automatic adjustments in inventory based on sales activity. Customers are advised to periodically verify the accuracy of the synced inventory data within Dappr's accounting software to ensure correctness.

The above Services are designed to integrate seamlessly, providing a robust toolset for managing sales, payments, and related financial activities efficiently. Dappr commits to maintaining the functionality and responsiveness of these Services, adhering to the terms outlined in this Agreement, but does not guarantee the absolute accuracy of data synchronization between sales and inventory due to possible delays or errors in data processing.

3. Eligibility and Account Setup

Eligibility Requirements: To access Dappr’s sales and payment processing services, Customers must hold an active Dappr subscription. The specific sales services available to a Customer depend on the subscription plan chosen. If there are changes to the services included in a Customer's subscription, the terms of the subscription in effect at the time of purchase or last renewal will continue to apply until the end of the current billing period.

Account Setup: To utilize Dappr’s payment processing services, Customers must also qualify for and establish a Dappr Checking Account in accordance with the Dappr Checking Account Agreement and the applicable partner agreements. Dappr partners with Stripe, Inc. to offer both digital and physical payment processing services. The use of these services is governed by relevant partner agreements, including the Stripe Connected Account Agreement, all of which are accessible at dappr.com/legal.

Payment Processing and Funds Management: When payments are processed, net funds (after deductions for any applicable Stripe and Dappr fees) are credited to the Customer’s Dappr Sales Balance. The time required to process payments varies depending on the payment method used by the payer. Dappr and its partners may impose additional holds on funds as part of our risk management procedures. Payouts from the Sales Balance are exclusively transferred to Dappr Checking Accounts; no alternative payout methods are currently supported, although Dappr reserves the right to modify this policy or make exceptions at its discretion.

Fraud Prevention and Fund Holds: If Dappr or our partners suspect fraudulent activity, a hold may be placed on funds within the Sales Balance. Should fraud be confirmed, the withheld funds will generally be returned to the originating financial institution, except in cases where the Customer is also the payer.

Account Registration: Customers must register for an account on the Dappr website and purchase a subscription that meets the eligibility criteria for sales services.

4. Fees and Payment Terms

General Fee Policy: Dappr and our partners impose fees on transactions processed using our payment processing services. There are no additional fees for accessing other sales services, such as invoicing, quotes, product management, and the Point-of-Sale system, outside of the previously mentioned subscription costs.

Hardware Purchase: Customers may purchase payment processing hardware directly from Dappr. The prices for such hardware are subject to change and are not included in this agreement.

Fee Deduction and Collection: All payment processing fees are automatically deducted from the payment amount before the funds are deposited into the customer's sales balance. Should any fees fail to be deducted at the time of payment processing, Dappr and our partners retain the right to deduct these fees subsequently. If the sales balance lacks sufficient funds, Dappr may directly charge the customer's payout account (Dappr Checking Account). Should this account also lack sufficient funds, Dappr reserves the right to issue an invoice and automatically charge the primary or backup payment method on file, without further notice.

Fee Schedule: The fee structure for transactions processed using Dappr’s sales services is as follows:

• U.S. Wire Transfers:

  • Dappr's Fee: 0.5% of amount paid

  • Total Fee per Wire Transfer: 0.5% of amount paid

• ACH Transfers (via Stripe Financial Connections):

  • Dappr's Fee: 0.5% of amount paid

  • Payment Processor's Fee: 0.8% of amount paid (capped at $5)

  • Total Fee per Payment of $500 or Less: 1.3% of amount paid

  • Total Fee per Payment over $500: 0.5% of amount paid + $5

• Digital Card Payments (Visa, Mastercard, American Express, Discover, etc.):

  • Dappr's Fee: 0.5% of amount paid

  • Payment Processor's Fee: 2.9% of amount paid + $0.30

  • Total Fee per Payment: 3.4% of amount paid + $0.30

  • Additional Fee for Non-U.S. Issued Cards: 1.5%

• In-person Stripe Terminal Payments:

  • Dappr's Fee: 0% of amount paid

  • Payment Processor's Fee: 2.7% of amount paid + $0.05

  • Total Fee per Payment: 2.7% of amount paid + $0.05

  • Additional Fee for Non-U.S. Issued Cards: 1.5%

  • Fee per Authorization (reserved funds not captured): $0.10

• Card and ACH disputes (chargebacks): $15 per dispute

• Instant payout fee: 1.5% of total payout amount

• Regular payouts: No fees

Dappr and our partners reserve the right to amend the fee schedule at any time. Customers will be notified of any changes via email.

5. Customer Obligations

By using Dappr’s sales and payment processing services, the Customer agrees to adhere to the following obligations:

1. Compliance with Terms and Policies: The Customer must comply with all applicable terms of service, privacy policies, and agreements, including those with Dappr and any relevant partners such as Stripe. This includes adhering to the terms of the Dappr Checking Account Agreement, Stripe Connected Account Agreement, and any other related agreements accessible at dappr.com/legal.

2. Accurate and Complete Information: The Customer is responsible for providing accurate, complete, and current information at all times. This includes, but is not limited to, business details, contact information, and financial information. The Customer must promptly update any changes to this information to ensure effective delivery of services and communications.

3. Security and Safeguarding Measures: The Customer must take all reasonable precautions to secure account access credentials and sensitive information related to the services. This includes safeguarding passwords, PINs, and other access details. The Customer must not share these credentials with unauthorized persons and should take steps to prevent unauthorized access to their devices and systems.

4. Reporting Issues or Suspicious Activities: The Customer must report any unauthorized transactions, errors, or suspicious activities related to their account promptly upon discovery. This includes any discrepancies in invoices, payments, or account statements. Reporting should be done through Dappr’s designated communication channels as specified on the Dappr website or within the mobile app.

5. Compliance with Laws: The Customer is responsible for complying with all applicable laws and regulations governing their use of Dappr’s services. This includes, but is not limited to, laws related to financial transactions, data protection, and consumer rights. The Customer must also ensure that all transactions processed through Dappr’s services are lawful and not related to prohibited activities as defined under the Agreement and Dappr’s policies.

Failure to adhere to these obligations may result in suspension or termination of the Customer’s access to Dappr’s services, and may expose the Customer to legal action or liability. Dappr reserves the right to take necessary actions to ensure compliance and protect its interests, including cooperating with law enforcement and regulatory bodies as required.

6. Dappr Obligations and Rights

Dappr Obligations:

Dappr is committed to providing high-quality sales and payment processing services as described in this Agreement. While Dappr does not guarantee continuous, uninterrupted service due to the dependency on third-party services, we strive to maintain high service availability and to minimize disruptions. We will implement and maintain reasonable security measures to protect the data and personal information provided by the Customer, complying with applicable laws and regulations. Dappr will provide customer support for its services and will make reasonable efforts to resolve any issues and inquiries promptly and professionally. We will ensure clear and transparent communication regarding any changes to the terms of service, fees, or critical aspects of the services provided, with notifications sent to the email address associated with the customer’s account or via announcements on our website.

Dappr Rights:

Dappr reserves the right to modify, suspend, or terminate its services at any time without prior notice, particularly in response to changes in business circumstances, legal requirements, or technical developments. We retain the right to refuse service to any individual or entity at our sole discretion, which may be due to risk management concerns, suspected violations of terms, or legal compliance issues. Dappr will not be held liable for any failure to perform its obligations under this Agreement due to uncontrollable events such as natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. Furthermore, Dappr does not offer a Service Level Agreement (SLA) or guarantee specific uptime due to the reliance on third-party services and infrastructure. However, we commit to using reputable third-party providers and making all reasonable efforts to ensure reliable service availability.

7. Handling of Payment Disputes

Responsibility for Dispute Fees: Dappr and its partners process payment disputes, including chargebacks for card and ACH transactions, in accordance with the rules and procedures established by payment networks and financial institutions. The customer is responsible for all fees incurred by Dappr and our partners related to handling the dispute. These fees apply regardless of whether the dispute is won or lost and are detailed in the Fee Schedule associated with this Agreement.

Obligation for Disputed Amounts: If the customer loses a dispute, they are obligated to cover the full amount of the disputed payment in addition to the dispute fee. This ensures that Dappr and its partners are compensated for the resources expended in managing these disputes.

Fraud Prevention and Authorization: Customers must ensure that all charges are authorized explicitly by the cardholder or accountholder. Unauthorized payments are considered fraudulent and may lead to legal actions as well as suspension or termination of the customer’s account by Dappr or our partners.

Communication and Dispute Resolution: It is essential for customers to maintain open lines of communication with their clients to resolve disputes amicably whenever possible. Dappr provides tools and resources to assist in dispute resolution, and customers are encouraged to use these proactively to manage and prevent disputes effectively.

8. Instant Payouts

Availability and Discretion: Instant payouts provide customers with immediate access to funds that are authorized but not yet settled. This service is available 24/7, including weekends and holidays, allowing for enhanced flexibility and liquidity for customers. Dappr and our partners reserve the right to limit, modify, or discontinue the instant payout feature for any customer at any time without prior notice. Limits on the amount eligible for instant payouts may also be imposed at our discretion.

Request and Fees: Customers may request instant payouts through Dappr’s website or mobile app. A fee, as detailed in the Fee Schedule, applies to each instant payout transaction. Funds from instant payouts typically appear in the Dappr Checking account within 30 minutes, although this is not guaranteed. If funds have not arrived within 12 hours, customers may contact Dappr to request a refund of the instant payout fee.

Obligation to Return Funds: If a payment eligible for instant payout fails after the funds have been advanced, the customer is required to return the funds immediately. Dappr and our partners reserve the right to recover these funds by withdrawing the amount directly from the customer’s Dappr Checking account or the primary or backup payment method on file, without additional notice.

Fraud and Misuse: Any abuse of the instant payout service, including fraudulent activities, will lead to immediate account suspension or termination. Dappr will take legal action as necessary, and the customer’s sales balance, Dappr Checking account, and all associated Dappr Cash Cards may be frozen immediately. Following a review, if fraud is confirmed, Dappr may permanently seize all funds in the customer’s accounts as a protective measure.

Impact of Dispute History: Customers with a history of losing payment disputes may be deemed higher risk and may lose access to the instant payout service as a result. This policy helps protect Dappr and our partners from potential financial losses associated with disputed transactions.

Eligibility for Payouts: Instant payouts can only be made to Dappr Checking accounts. No other accounts are eligible for this service, ensuring that all transactions are within the secure and regulated environment provided by Dappr and our partners.

9. Data Privacy and Security

Commitment to Privacy: Dappr is committed to protecting the privacy and security of all customer data. Our practices are designed to safeguard personal and business information while providing a high level of confidentiality, integrity, and availability. Dappr's Privacy Policy, which outlines how we collect, use, and share customer data, is an integral part of our commitment to our customers. This policy ensures transparency about our data handling practices and offers customers clarity on what they can expect when interacting with our services.

Security Measures: To protect customer information from unauthorized access and potential security threats, Dappr implements rigorous physical, technical, and administrative measures. These security protocols are aligned with industry standards and are regularly reviewed and updated to adapt to new security challenges and technological advancements.

Customer Responsibility: Customers are responsible for maintaining the confidentiality of their account information, including user IDs, passwords, and any other account-related data. It is essential for customers to implement strong security practices such as choosing robust passwords, securing sensitive business data, and regularly updating their account details.

Access to Information: Customers can access their personal and business information at any time through their account settings on the Dappr website or mobile app. It is the customer's responsibility to ensure that their information is accurate and up-to-date. If there are any discrepancies or a need for updates, customers are encouraged to make the necessary changes promptly or contact Dappr support for assistance.

Updates to Privacy Policy: The Dappr Privacy Policy is subject to change, and any updates will be communicated through the Dappr website at dappr.com/legal. Customers are encouraged to review the Privacy Policy regularly to stay informed about how their data is being protected and used. By continuing to use Dappr's services, customers agree to be bound by the revised policy.

Incident Response: In the event of a data breach or other security incident, Dappr will take immediate steps to mitigate any potential harm. Affected customers will be notified promptly in accordance with applicable laws and regulations, and Dappr will provide guidance on protective measures that can be taken.

Data Handling Compliance: Dappr complies with applicable data protection laws and regulations, ensuring that all customer data is handled legally and ethically. Our commitment extends to cooperating with customers and regulatory authorities in addressing any inquiries or concerns related to data privacy and security.

10. Arbitration Agreement

Agreement to Arbitrate: By agreeing to the terms of this Payment Services Agreement, the Customer agrees that any dispute or claim relating in any way to the use of Dappr's payment processing, invoicing, and Point-of-Sale services will be resolved by binding arbitration, rather than in court, except for matters that can be taken to small claims court if they qualify for hearing by such courts.

Waiver of Jury Trial: The Customer and Dappr hereby waive the right to a trial by jury. This waiver applies to any action or legal proceeding, whether sounding in contract, tort, or otherwise. Instead, the Customer and Dappr elect that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.

Arbitration Procedures: The arbitration will be conducted by a neutral arbitrator, whose decision will be final except for a limited right of review under the Federal Arbitration Act. The arbitration shall be conducted in Santa Clara County, California, unless otherwise agreed upon by all parties involved.

Costs of Arbitration: The payment of filing, administration, and arbitrator fees will be governed by the rules of the arbitration forum. Each party will be responsible for their own attorney fees and other costs unless otherwise stated in the governing arbitration rules.

Opt-Out of Arbitration: The Customer may opt out of this arbitration agreement by sending a written notice to Dappr within 30 days of the date that the Customer first agrees to these terms. The opt-out notice must clearly state that the Customer is rejecting arbitration and include the Customer’s full name and address.

Effect of Arbitration Agreement: By agreeing to this Arbitration Agreement, the Customer understands and agrees that they are waiving their rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle their disputes.

11. Governing Law and Jurisdiction

Governing Law: Any dispute arising from this Payment Services Agreement and the use of the services provided by Dappr, including invoicing, payment processing, and Point-of-Sale systems, will be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

Jurisdiction for Legal Disputes: Any dispute between the parties that is not subject to arbitration, or that cannot be heard in small claims court, will be resolved in the state or federal courts of California and the United States, respectively, located in Santa Clara County, California. By agreeing to this Payment Services Agreement and using Dappr's services, you consent to personal and exclusive jurisdiction in these courts for the resolution of all such disputes.

12. Limitation of Liability and Warranties

Limitation of Liability: Dappr, its affiliates, partners, and third-party service providers shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use or inability to use the services provided under this Agreement. Furthermore, Dappr shall not be responsible for any damages, liability or losses arising out of: (i) your use of or reliance on the services or your inability to access or use the services; or (ii) any transaction or relationship between you and any third party provider, even if Dappr has been advised of the possibility of such damages. Dappr shall not be liable for delay or failure in performance resulting from causes beyond Dappr's reasonable control.

Warranties: Dappr makes no representations or warranties as to the reliability, timeliness, quality, suitability, availability, accuracy, or completeness of any services provided under this Agreement. Dappr does not warrant that the functions contained in the services will be uninterrupted or error-free, that defects will be corrected, or that the services or the server that makes them available are free of viruses or other harmful components. No advice or information, whether oral or written, obtained from Dappr or through the services shall create any warranty not expressly stated in this Agreement.

By using Dappr's services, you agree that the exclusions and limitations of liability set out in this Agreement are reasonable. If you do not think they are reasonable, you must not use these services.

13. Miscellaneous

Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Waivers: The failure of Dappr to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Dappr in writing.

Entire Agreement: This Agreement constitutes the entire agreement between you and Dappr and governs your use of the Services, superseding any prior agreements between you and Dappr regarding the Services. Any additional or different terms or conditions in any written or oral communication from you to Dappr are void.

Amendments: Dappr may amend this Agreement at any time by posting the amended terms on the Dappr website. It is your responsibility to review these terms periodically for any changes. When Dappr makes material changes to this Agreement, Dappr will provide you with notice by email. Your continued use of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Dappr’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Dappr may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Notices: Any notices or other communications provided by Dappr under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Headings: The section titles in the Agreement are for convenience only and have no legal or contractual effect. Any use of the term "including" in this Agreement shall be construed as if followed by the phrase "without limitation."

14. Acceptance of the Agreement

By clicking the "Accept" button when setting up the invoicing and payment processing features, or by using any of the Services provided under this Agreement, you, the Customer, acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement and any documents incorporated by reference. If you do not agree with any part of this Agreement, you must not click "Accept" and may not use the Services. Your electronic acceptance of the Agreement by clicking "Accept" is legally binding and equivalent to your handwritten signature on this Agreement.

By accepting this Agreement, you affirm that you are either more than 18 years of age, an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or entity to this Agreement.

If you have any questions regarding this Agreement or any of the services provided by Dappr, you may contact us for assistance. Our support team is available to provide help and answer any questions you may have about the Agreement or the Services. Please feel free to reach out to us through our website at dappr.com, by emailing [e-mail], or by calling our customer service at [phone].