DRIVEN PAYMENTS

SERVICE AGREEMENT TERMS & CONDITIONS

PRELIMINARY DISCLOSURE & PRE-ACCEPTANCE

By submitting this application, the Merchant acknowledges that this document serves as an initial request for a service quote and the first step in the onboarding process.

Binding Effect: By completing and submitting this application, the Merchant agrees to the terms and conditions outlined in Sections 1 through 11 below. However, the Merchant acknowledges that these terms do not take effect, and no service relationship is established, until:

1. A Driven Payments agent provides a final quote;

2. All required final signatures and supporting documents are received; and

3. An initial merchant account is successfully opened and activated by Driven Payments.

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1. TERM, DURATION, AND RENEWAL

To provide our Merchants with consistent rate guarantees and high-quality hardware/software infrastructure, the services under this Agreement are established for an Initial Term of sixty (60) months beginning on the date of account activation.

• Automatic Renewal: To ensure uninterrupted service, this Agreement will automatically renew for successive twelve (12) month terms. To prevent renewal, Merchant must provide written notice at least thirty (30) days prior to the end of the then-current term.

• Early Termination: If the Merchant elects to terminate services prior to the end of the Initial Term or any renewal term, an Early Termination Fee (“ETF”) may apply as outlined in the Merchant’s specific service schedule.

• Professional Waiver Courtesy: Driven Payments may, at its sole discretion, waive the ETF if:

  1. All equipment is returned in good condition (per Section 2).

  2. The request is coordinated directly through the assigned Account Agent.

  3. The account is in good standing with no outstanding balances.

2. EQUIPMENT OWNERSHIP AND CARE

All equipment (POS systems, terminals, kiosks, ATMs, etc.) remains the property of Driven Payments unless a separate Bill of Sale is executed.

• Return Policy: Upon conclusion of services, Merchant agrees to return all equipment within fourteen (14) calendar days.

• Late Returns: If equipment is not returned within the 14-day window, Merchant agrees to pay the Full Replacement Value plus a Retention Fee of $10.00 per device, per day until the units are recovered or the replacement value is settled.

3. TRANSPARENCY IN RATES AND MARKET VARIABILITY

While Driven Payments aims to lower your effective rate compared to previous providers, Merchant acknowledges that the payments industry is subject to external market variables, including:

• Adjustments to Card Brand (Visa/Mastercard) interchange.

• Fluctuations in card type mix (e.g., rewards vs. debit).

• Regulatory changes and network assessment updates.

Driven Payments commits to making commercially reasonable efforts to optimize your processing profile as these market conditions shift.

4. SPECIALIZED ATM SERVICES

For Merchants utilizing ATM solutions:

• Units remain the property of Provider. Merchant agrees to provide reasonable access for cash management and maintenance.

• Merchant shall not modify or tamper with ATM hardware or software. Unauthorized interference may result in service suspension.

5. SOFTWARE AND INTELLECTUAL PROPERTY

Merchant is granted a limited, non-transferable license to use our proprietary software for business operations. Merchant agrees not to reverse engineer, sublicense, or bypass security protocols of the provided software.

6. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Driven Payments is not liable for indirect losses such as lost profits or business interruptions. Our total aggregate liability for any claim shall not exceed the total fees paid by the Merchant during the three (3) months preceding the claim.

7. INDEMNIFICATION

Merchant agrees to hold Driven Payments harmless from claims arising from misuse of the equipment, violations of card network rules, or failure to comply with local regulations.

8. DISPUTE RESOLUTION AND WAIVERS

Merchant agrees to resolve disputes on an individual basis and waives the right to participate in class-action litigation. Merchant further waives claims for indirect, incidental, or punitive damages.

9. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the state where the Merchant’s principal place of business is located (including Georgia, Texas, or Virginia). Any legal proceedings shall take place in a county of Driven Payments’ choosing within that state.

10. SEVERABILITY

If any part of this Agreement is found unenforceable, the rest of the Agreement remains in full force.

11. ENTIRE AGREEMENT

Upon account activation, these terms, along with the signed Merchant Processing Agreement, constitute the entire understanding between the parties.