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Merchant Services Agreement (MSA)

Bankful® MSA V.3.5RC

Effective Date: November 2, 2026
Status: Current — supersedes Bankful MSA V.3.4RC

Version History Disclaimer

This Agreement represents the current published version of the Bankful Software Agreement.

Bankful MSA V.3.5RC became effective on November 2, 2026, and supersedes Bankful MSA V.3.4RC. Prior versions are preserved in the Bankful Knowledge Base solely for historical reference.

Merchant-specific pricing, active plan tiers, and applicable service charges are maintained in the Merchant Dashboard. Under this Agreement, the Merchant Dashboard is the primary and controlling source of truth for pricing applicable to a Merchant’s account. Pricing displayed in the Merchant Dashboard supersedes conflicting pricing information contained in an application, website, Knowledge Base article, marketing material, or prior version of Exhibit A.

Exhibit B (Hold Harmless) is presented and accepted during account creation and is not published on this page.

The Agreement applicable to a particular Merchant may include the version electronically accepted by the Merchant and any subsequent amendment made in accordance with the terms of that Agreement.

BANKFUL SOFTWARE AGREEMENT

This Bankful Software Agreement (“Agreement”) is made effective as of the date set forth below by and between eMerchantBroker.com LLC, DBA Bankful, a California limited liability company (“EMB”) whose principal place of business is 2985 E. Hillcrest Drive, Suite 209, Thousand Oaks, California 91362 and the entity and/or individual who enters into this Agreement as set forth below or on any application form (“Merchant”). This Agreement sets out the terms and conditions under which Merchant may utilize the Bankful Software as defined below. This Agreement, Exhibit A (Pricing Addendum) and Exhibit B (Hold Harmless) together form EMB’s Merchant Services Agreement (the “MSA”). By clicking on the “I AGREE” button at the end of this Agreement or by continuing to use the Bankful Software, it becomes a legally binding contract. Merchant acknowledges and agrees that: (i) it has reviewed and understands the Agreement; (ii) it agrees to be legally bound by the terms and conditions of the Agreement; and (iii) its use of the Bankful Software and any related products or services will be governed by this Agreement. If Merchant does not agree or is not willing to be bound by the terms and conditions of this Agreement, Merchant should not click on the “I AGREE” button and should not seek to obtain or use the Bankful Software.

RECITALS

WHEREAS, EMB provides payment gateway software and related goods and services, including the services described in Exhibit A or made available through the Merchant Dashboard, in whatever form provided and through whatever channel accessed (the “Bankful Software”); and

WHEREAS, Merchant wishes to use the Bankful Software, and EMB wishes to provide it, on the terms of this Agreement.

AGREEMENT

SECTION ONE – SERVICES PROVIDED BY EMB

1.01. Services. EMB will provide the portions of the Bankful Software as set forth on the attached Exhibit A or as enabled through the Merchant Dashboard. EMB and Merchant shall agree upon the initial services to be provided under this Agreement and may update, amend, and change the services provided to Merchant upon the mutual consent of EMB and Merchant. Merchant may provide such consent by enabling, requesting, or using a service. By signing this agreement, you authorize us to obtain a credit report or other report or account information from credit or information service agencies to help verify the information you provide in this application, for consideration of other accounts and services, and for any other lawful purpose. If your information does not meet certain qualifications, you will not be able to proceed with your application at this time.

1.02. Limited License. EMB hereby grants to Merchant a perpetual, revocable (but only as provided herein), worldwide, nonexclusive, non-sublicensable, and non-transferable license, under intellectual property rights owned or licensed by EMB, to use Bankful Software provided however that:

  1. such license is subject to all obligations and restrictions imposed on Merchant in this Agreement;
  2. such license extends only to Merchant’s employees and contractors, but only to the extent that such employees and contractors use Bankful Software for the sole purpose of collecting payments on the behalf of Merchant, and for no other purpose whatsoever;
  3. such license extends only to Merchant use of Bankful Software solely to perform the functions specified herein, and in compliance therewith, and
  4. while exercising such license, Merchant shall treat Bankful Software as EMB’s Confidential Information under this Agreement.

1.03. Limitations on Rights Granted. Except as expressly provided to the contrary in this Agreement, Merchant shall not, and shall not knowingly cause or permit any non-party, to use or reproduce Bankful Software. Merchant shall not, and shall not knowingly cause or permit any non-party, to disassemble, decompile, decrypt, extract, reverse engineer, prepare a derivative work based upon, distribute, or time share Bankful Software, or otherwise apply any procedure or process to Bankful Software in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for Bankful Software or any algorithm, process, procedure or other information contained in Bankful Software. Except as expressly authorized herein, Merchant may not rent, lease, assign, sublicense, transfer, modify, alter, or time share the Bankful Software.

1.04. Independent Contractors. The relationship of EMB and Merchant is that of independent contractors. Neither Merchant nor its employees, consultants, contractors, or agents are agents, employees, partners, or joint ventures of EMB, nor do they have any authority to bind EMB by contract or otherwise to any obligation. They will not represent to the contrary, either expressly, implicitly, by appearance, or otherwise.

1.05. Compliance with Laws. Merchant will comply with the rules and regulations of Visa, MasterCard, Discover, American Express, and all other such associations and all applicable international, national, state, regional, and local laws and regulations in performing its duties hereunder and in any of its dealings with respect to the Bankful Software. Merchant agrees to comply with any Automated Clearing House rules applicable to automatic and electronic transfer of funds including without limitation, laws, regulations, and rules governing correct authorizations by consumers and businesses, disclosures, and notices required in connection with electronic funds transfer, and all necessary waivers and releases. Merchant has the sole responsibility to verify EMB’s list of merchant card processors to be used under terms of this Agreement to determine if EMB can properly transmit the necessary credit card information to Merchant’s credit card processor. Merchant acknowledges that EMB’s list can be modified from time to time and must be verified by Merchant prior to being set up with EMB. Merchant has the sole responsibility for obtaining the proper authorization from Merchant’s own credit card processor and/or settlement bank to be able to use Merchant’s merchant account for key entry transactions and transactions being processed over the internet or online. Merchant shall be solely responsible for credits, returns, disputes, and all costs associated with data transmissions. Merchant will be solely responsible to obtain accurate credit card and ACH information and authorization from its customers and will transmit said information to EMB via the internet or service originally agreed upon by all parties.

1.06. Authorizations. Merchant will obtain from each participating consumer or business the required ACH and necessary credit card information in proper form authorizing automatic debits to such consumer or business bank account to transfer payment amounts to Merchant’s bank deposit account. Merchant warrants that Merchant will properly warehouse all authorizations obtained from consumers or businesses and will provide such authorizations for inspection upon request by EMB or any regulatory body governing these types of transactions. Merchant hereby authorizes EMB to make direct deposit of payments from consumer or business bank accounts and to debit Merchant for fees and other charges as set forth herein.

SECTION TWO – THE BANKFUL SOFTWARE

2.01. Providing Bankful® Software. During the term of this Agreement, EMB shall provide the Bankful Software and use its commercially reasonable efforts to provide the Bankful Software and maintain them in an uninterrupted and error-free fashion consistent with its practices in effect as of the date of this Agreement. However, the parties acknowledge that the Bankful Software is computer network-based services which may be subject to outages and delay occurrences. In such an event, EMB shall use its commercially reasonable efforts to diligently and promptly remedy any and all material interruptions. EMB WILL NOT BE LIABLE IN ANY MANNER FOR ANY INTERRUPTIONS, OUTAGES, OR OTHER DELAY OCCURRENCES RELATING TO THE BANKFUL SOFTWARE INCLUDING ANY ATTRIBUTED TO EMB’S VENDORS.

2.02. Plugin Maintenance and Merchant Obligations. Merchant acknowledges that the Bankful Software may be integrated with third-party or open-source platforms. Merchant agrees that:

  1. Ongoing Updates: Due to the evolving nature of such platforms, Merchant must ensure that both the third-party platform installation and the Bankful plugin are maintained at the most current versions supported by EMB. Use of the Bankful Software with outdated or unsupported versions is at Merchant’s sole risk and may result in degraded performance, errors, service interruptions, or security vulnerabilities.
  2. Error Reporting: Merchant shall promptly notify EMB of any errors, malfunctions, or compatibility issues experienced with the Bankful Software or its integration with such platforms.
  3. Shared Responsibility: Merchant’s failure to timely update its third-party platform, content management system, or the Bankful plugin may result in processing errors, transaction failures, service interruptions, or security vulnerabilities, including but not limited to security breaches arising from outdated plugins, for which EMB shall bear no liability.
  4. Limitation: EMB shall use commercially reasonable efforts to maintain and update its plugin to remain compatible with supported third-party releases and may change supported versions from time to time in its discretion, but does not warrant uninterrupted compatibility with all versions, modifications, or extensions of such platforms. Merchant is responsible for maintaining compliance with EMB’s then-current compatibility requirements.

2.03. Pending Transaction Policy. Pending transactions processed through the Bankful Software are subject to automatic closure if not resolved within five (5) calendar days of initiation. Merchant is solely responsible for monitoring and resolving pending transactions within this timeframe. EMB shall have no liability for any losses, fees, or damages arising from the automatic closure of unresolved pending transactions.

SECTION THREE – PAYMENT OF FEES

3.01. Fees in General. Merchant shall pay fees to EMB as set forth herein, in the application for the Bankful Software, as set forth in the attached Exhibit A, as set forth on EMB’s website and as disclosed to Merchant in any other documents or materials by EMB.

Merchant shall pay fees to EMB in accordance with the applicable pricing schedules made available through the Merchant Dashboard, which is hereby designated as the primary and controlling source of truth for all active rates, plan tiers, and service charges applicable to the Merchant’s account.

The fee schedule reflected in the Merchant Dashboard supersedes and controls over any conflicting information contained in the application, on EMB’s website, in any knowledge base or marketing materials, or in any prior versions of Exhibit A. Exhibit A remains incorporated into this Agreement solely as a baseline reference for plan definitions and fee categories.

EMB may update Dashboard-displayed pricing in accordance with Section 3.03 (Changes to Pricing). Merchant acknowledges that continued use of the Services after such updates constitutes acceptance of the modified fees.

For clarity, the prices shown in the Merchant Dashboard are the most current and controlling pricing applicable to Merchant’s account. In many cases, these rates may reflect new plans, discounts, or improvements that are more favorable than the pricing originally reflected in this Agreement. By using the Bankful Software and the EMB services, Merchant agrees to pay the prices, rates, and fees displayed contemporaneously with the associated activity.

3.02. Fees for Bankful® Software. Merchant’s fees will differ depending on the program and services selected and used by Merchant. Merchant can only be enrolled in one program at a time. Merchant agrees to pay EMB for the Bankful Software in accordance with the fee schedule then in effect and published in the Merchant Dashboard. The EMB fees will be deducted via Merchant’s bank account or credit card. Merchant shall provide EMB with all necessary bank account, routing, and related information. EMB will deduct automatically all such fees and charges on the first Thursday of each month for the preceding month’s services.

Interest shall accrue at the lesser of 1.0% per month or the maximum amount permitted by applicable law (“Late Fee”) for any fees that remain unpaid beyond any applicable due dates.

In the event of a dispute made in good faith as to the amount of fees, Merchant agrees to remit payment on any undisputed amount(s); and the Late Fee shall not accrue as to any disputed amounts unless not paid within thirty (30) calendar days after said dispute has been resolved by both parties. Merchant shall have sixty (60) days from the payment by Merchant of any fees due under this Agreement to notify EMB of any errors in the payment of fees by Merchant. If Merchant does not notify EMB within the sixty (60) day time period, Merchant shall be deemed to have waived any claim related to perceived errors and may not in the future contest the amount Merchant paid or seek reimbursement for any discrepancies. Upon receipt of notice, EMB shall have thirty (30) days to correct any errors.

For clarity, EMB’s refund obligations under this Agreement are limited solely to software service fees collected by EMB. EMB does not receive or hold settlement funds from Merchant’s customers and cannot issue refunds for underlying merchant transactions.

Refund requests are handled under EMB’s Refund Policy, posted on support.bankful.com and updated from time to time.

In the event that EMB issues a refund or credit for any applicable software fees, Merchant agrees to pay EMB a wire fee of fifty dollars ($50 USD) if the wire option is selected, or may accept an account credit applied to the next billing cycle.

3.03. Changes to Pricing. EMB may modify its fees for the Bankful Software and associated services at any time, with such modifications effective upon notice provided via email, through the Merchant Dashboard, the legal section of EMB’s Knowledge Base (support.bankful.com/legal-documents/), or by other commercially reasonable means. If Merchant reasonably determines in good faith that a modification materially and adversely affects it, Merchant may reject such modification by delivering written notice to EMB within ten (10) days of publication, in which case Merchant’s sole and exclusive remedy shall be to terminate the affected services effective thirty (30) days thereafter. Merchant shall remain responsible for all fees accrued through the effective date of termination, and no refunds of prepaid fees shall be issued unless EMB elects otherwise in its sole discretion.

3.04. Authorization for Recurring Charges and Upgrades. Merchant expressly authorizes EMB to automatically debit Merchant’s designated bank account or charge the authorized credit card on file for:

  1. recurring subscription fees for EMB services;
  2. fees associated with additional features, upgrades, or usage-based charges for EMB services incurred during a billing cycle;
  3. any other authorized EMB services under this Agreement; and
  4. adjustments resulting from Merchant’s own modifications to its EMB service configuration, including but not limited to enabling new EMB features, products, or functionality that change the scope of Merchant’s plan.

Merchant understands that separate charges may be incurred from third-party platforms or services that are integrated with the Bankful Software but are not owned, operated, or controlled by EMB. Such third-party charges are governed solely by the applicable agreements between Merchant and those third-party providers. EMB is not responsible for third-party billing practices, service performance, or disputes.

Merchant represents and warrants that it has the full legal right and authority to use the provided payment method. Merchant is solely responsible for any fees, penalties, chargebacks, overdraft charges, or bank-related costs resulting from failed or rejected transactions, and for ensuring sufficient funds are available to cover each charge. EMB may suspend or terminate Merchant’s access to the Bankful Software or suspend the provision of EMB services in the event of failed payment or non-payment. EMB may also perform pre-authorization checks on the payment method to confirm availability of funds prior to charging.

3.05. Data Migration Fees. Inbound data migrations into Bankful’s platform shall be provided at no charge. Outbound data migrations requested by Merchant are subject to a fee equal to the greater of Five Thousand U.S. Dollars ($5,000 USD) per Merchant Identification Number (MID) or Five U.S. Dollars ($5 USD) per Primary Account Number (PAN), unless otherwise agreed in writing by EMB. Merchant acknowledges and agrees that all such data migration fees are in addition to any other fees due under this Agreement.

SECTION FOUR – TERM AND TERMINATION

4.01. Term. The initial term of this Agreement shall be for a period of one (1) year, commencing on the date first set forth below. This Agreement shall thereafter be automatically renewed for additional terms of one (1) year each unless either party notifies the other no later than thirty (30) days prior to the end of the current term that it does not wish to renew this Agreement.

4.02. Default. Either party shall have the right to terminate this Agreement at any time if:

  1. the other party breaches any of the provisions of this Agreement and fails to cure such breach within thirty (30) days of its receipt of written notice thereof from the non-breaching party; or
  2. the other party (i) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (ii) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or assignment or composition for the benefit of creditors.

4.03. Termination by EMB. EMB may terminate this Agreement for any reason, or no reason at all, by providing Merchant with one (1) day notice.

4.04. Effect of Termination. Upon termination of this Agreement: (i) Merchant’s license to use the Bankful Software shall be automatically and immediately terminated and revoked, (ii) Merchant shall immediately stop using such Bankful Software and shall either destroy or deliver to EMB any originals and copies of the Bankful Software in Merchant’s possession, custody or control or in the control of any entity or individual to which Merchant has provided the Bankful Software, (iii) Merchant shall provide to EMB a written certification of such destruction or delivery, signed by an authorized agent of Merchant, and (iv) Merchant shall promptly pay to EMB all fees and charges accrued and unpaid through the effective date of the termination.

SECTION FIVE – OBLIGATIONS

5.01. 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 Bankful Software 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. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure.

Notwithstanding the foregoing, EMB may disclose information regarding Merchant, Merchant’s account, and Merchant’s transaction, fraud, and risk profile — including the findings, scores, conclusions, and recommendations of EMB’s risk, fraud, underwriting, and compliance functions — to processors, acquiring banks, sponsor banks, independent sales organizations, payment facilitators, card networks and Associations, regulators, and other third parties, for risk, fraud, underwriting, dispute and chargeback representment, compliance, or other lawful purposes. The parties acknowledge that EMB and each such recipient share a common interest in the detection and prevention of fraud and in the management of risk. Such disclosure shall not constitute a breach of this Section 5.01 or of any other provision of this Agreement, and EMB shall have no obligation to notify Merchant of, or to provide Merchant with, any information so disclosed.

5.02. Indemnification. Merchant agrees to indemnify, defend, and hold harmless EMB, its employees, or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees, and cost of defense) they may suffer or incur as a result of (i) any failure by Merchant or any employee, agent or affiliate of Merchant to comply with the terms of this Agreement; (ii) any warranty or representation made by Merchant being false or misleading; (iii) negligence of Merchant or its subcontractors, agents or employees, (iv) any representation or warranty made by Merchant or any employee or agent of Merchant to any third person other than as specifically authorized by this Agreement or (v) any alleged or actual violations by Merchant or its subcontractors, employees or agents of any card association rules, governmental laws, regulations or rules.

5.03. Disclaimer of All Warranties.

  1. THE BANKFUL SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. EMB DISCLAIMS ALL WARRANTIES, 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. EMB MAKES NO REPRESENTATION THAT THE BANKFUL SOFTWARE OR ITS SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM VIRUSES OR MALICIOUS CODE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EMB OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF EMB’S OBLIGATIONS.
  2. FRAUD/RISK SERVICES. MERCHANT UNDERSTANDS AND AGREES THAT BANKFUL’S FRAUD PREVENTION/RISK MONITORING TOOLS DESCRIBED AS FRAUD SHIELD (THE “TOOLS”) PROVIDE NO GUARANTEE AGAINST FRAUD OR OTHER UNAUTHORIZED ACTIVITY, NOR THE PREVENTION OF RESULTING CHARGEBACKS AND/OR PAYMENT NETWORK FEES. APPLICABLE FEES FOR USE OF THE TOOLS AND FOR ANY TRANSACTIONS APPLY. IN SOME CASES, BANKFUL MAY ASSIST THE MERCHANT IN CONFIGURING RISK ASSESSMENT RULES ON THE TOOLS; HOWEVER, MERCHANT IS ULTIMATELY RESPONSIBLE FOR CONFIGURING SUCH TOOLS, INCLUDING ANY FILTERS OR SETTINGS MERCHANT ENABLES, TO DETERMINE HOW THE TOOL WILL ASSESS TRANSACTIONS. MERCHANT IS SOLELY RESPONSIBLE FOR ASSESSING THE RISK OF ITS TRANSACTIONS AND IMPLEMENTING ANY RISK MANAGEMENT CONTROLS THAT ARE REASONABLY NECESSARY TO PREVENT UNAUTHORIZED ACTIVITY. THE FINAL RESPONSIBILITY FOR ACCEPTING OR REJECTING A TRANSACTION WILL REMAIN WITH THE MERCHANT, AS APPLICABLE.
  3. FOR THE AVOIDANCE OF DOUBT, THE OBLIGATIONS OF MERCHANT SET FORTH IN SECTION 2.02 ARE IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS SECTION 5.03.

5.04. LIMITATION OF LIABILITY. EMB SHALL NOT BE LIABLE TO MERCHANT OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BANKFUL SOFTWARE, 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 EMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EMB’S TOTAL LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY MERCHANT UNDER THIS AGREEMENT IN THE PRIOR SIX (6) MONTHS REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE.

5.05. Taxes. Merchant shall pay, indemnify, and hold EMB harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on EMB’s income, and (ii) all government permit fees, customs fees and similar fees which EMB 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 EMB hereunder.

5.06. Merchant represents and warrants to EMB as follows:

  1. Merchant has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding, and enforceable against Merchant in accordance with its terms and no provision requiring Merchant’s performance is in conflict with its obligations under any charter or any other agreement (of whatever form or subject) to which Merchant is a party or by which it is bound.
  2. Where Merchant is an entity, Merchant is duly organized, authorized, and in good standing under the laws of the jurisdiction of its organization and is duly authorized to do business in all other jurisdictions in which Merchant’s business makes such authorization necessary or required.
  3. Designated Controller. Merchant agrees that the natural person listed as Authorized Signatory on the signature page of this Agreement is designated as Merchant’s sole authorized representative and decision-maker with respect to this Agreement, the Bankful Software, Merchant’s account, including but not limited to all account administration, funds movement, configuration, support requests, compliance matters and communications with EMB (collectively, the “Merchant Operations Issues”). Such person is referred to as the “Designated Controller.” There shall be only one Designated Controller for Merchant’s account at any time. Merchant and all of its owners, members, managers, partners, officers, directors, principals, beneficial owners, employees, agents, and representatives irrevocably authorize EMB to rely exclusively on the instructions, elections, approvals, consents, certifications, representations, notices, and directions of the Designated Controller with respect to all Merchant Operations Issues. EMB shall have no obligation to verify the Designated Controller’s authority, obtain approval from any other person, investigate Merchant’s ownership or governance arrangements, resolve any internal dispute, or determine whether the Designated Controller’s instructions are consistent with Merchant’s internal agreements or governing documents. The Designated Controller may be changed only by a written instrument signed by all owners of Merchant and acknowledged in writing by EMB, or by a final court order or other legal order acceptable to EMB in its sole discretion. No purported change in ownership, control, management, or authority shall be binding on EMB unless and until EMB acknowledges the change in writing. If EMB receives conflicting instructions, competing authority claims, notice of an ownership, management, control, or governance dispute, or any other information suggesting a dispute regarding Merchant Operations Issues, EMB may, in its sole discretion and without liability, continue to rely on the then-current Designated Controller, refuse to act, require additional documentation, require unanimous written direction or a court order, suspend or restrict Merchant’s account or access to the Bankful Software, delay or reserve funds to the extent permitted by law and this Agreement, or terminate this Agreement. Without limiting Merchant’s remaining indemnification obligations hereunder, Merchant shall indemnify, defend, and hold harmless EMB and its affiliates, officers, directors, employees, agents, service providers, and representatives from and against any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to EMB’s reliance on the Designated Controller, any dispute among Merchant’s owners or representatives, any conflicting instruction or competing authority claim, or EMB’s decision to act or decline to act in connection with any Merchant Operations Issue.

5.07. Trademarks. Subject to the limitations in this Agreement, EMB grants Merchant the nonexclusive right and license to use EMB’s trademarks (the “Trademarks”) during the term of this Agreement solely in conjunction with the use of the Bankful Software. EMB grants no rights in the Trademarks or in any other trademark, trade name, service mark, business name, or goodwill of EMB except as licensed hereunder or by separate written agreement of the parties. 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 EMB (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). During the term of this Agreement, Merchant agrees not to use any trademark, trade name, or product name confusingly similar to a trademark, trade name, or product name of EMB, except for the Trademarks expressly licensed hereunder. Upon expiration or termination of this Agreement, Merchant will immediately cease all display, advertising, and use of all of the Trademarks and will not thereafter use, advertise, or display any trademark, trade name, or product designation which is, or any part of which is, similar to or confusing with any Trademark or with any trademark, trade name or product designation associated with EMB or any of EMB’s products and services.

5.08. Intellectual Property. “Intellectual Property” means all of the following owned by a party: (i) trademarks and service marks (registered and unregistered) and trade names, and goodwill associated therewith; (ii) patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names. The rights owned by a party in its Intellectual Property shall be defined, collectively, as “Intellectual Property Rights.” Other than the express licenses granted by this Agreement, EMB grants no right or license to Merchant by implication, estoppel or otherwise to the Bankful Software or any Intellectual Property Rights of EMB. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of EMB, in the Bankful Software) and all intellectual property rights therein, subject only to the rights and licenses specifically granted herein. EMB (and not Merchant) shall have the sole right, but not the obligation, to pursue copyright and patent protection, in its sole discretion, for the Bankful Software and any Intellectual Property Rights incorporated therein. Merchant will cooperate with EMB in pursuing such protection, including without limitation executing and delivering to EMB such instruments as may be required to register or perfect EMB’s interests in any Intellectual Property Rights and any assignments thereof. Merchant shall not remove or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or notices placed upon or contained in any materials or documentation received from EMB in connection with this Agreement.

5.09. Data Security Compliance. Merchant agrees to comply with privacy and security requirements under the Payment Card Industry Data Security Standard (“Association Requirements”) with regards to Merchant’s use, access, and storage of certain credit card non-public personal information (“Cardholder Information”) on behalf of EMB. Visa, MasterCard, Discover, American Express, any ATM or Debit Networks, and the other financial service card organizations shall be collectively known herein as “Associations.” Merchant shall comply with its obligations under any applicable law or regulations as may be in effect or as may be enacted, adopted, or determined regarding the confidentiality, use, and disclosure of Cardholder Information. Merchant agrees that it shall protect the privacy of Cardholder Information to at least the same extent that EMB must maintain that confidentiality under the Association Requirements or applicable law. Merchant agrees to ensure that any agent, including a subcontractor, to whom it provides Cardholder Information received from, or created or received by Merchant on behalf of EMB, agrees to the same restrictions and conditions that apply through this Agreement to Merchant with respect to such information. Upon five (5) business days’ notice or immediately upon any unauthorized access to, use, or disclosure of any Cardholder Information, EMB may at its discretion, conduct an on-site audit and review of Merchant’s procedures and systems.

5.10. Data Accuracy. Merchant shall provide EMB with data necessary for the electronic funds transfer (“collection data”) in the form and at the times prescribed by EMB and shall make periodic checks and updates necessary to cause the collection data to be current and accurate at all times. The format and schedule requirements for delivery of collection data by Merchant may be changed by EMB during the term of this Agreement, and Merchant shall deliver collection data in conformity with changed requirements set forth from time to time by EMB. Merchant warrants to EMB that all data and entries delivered to EMB by Merchant will (a) be correct in form, (b) contain true and accurate information, (c) be fully authorized by the consumer or business, and (d) be timely under the terms and provisions of this Agreement.

5.11. Merchant Account Services. In the event Merchant applies for and is approved for merchant account services, Merchant’s use of such services shall be governed by the terms of the applicable merchant account services agreement. Merchant account services are not covered by this Agreement. Bankful makes no representations or warranties whatsoever as it relates to merchant account services with or provided by any third-party provider, even in circumstances where EMB may have recommended the use of such provider.

5.12. Chargeback Alerts and Rapid Dispute Resolution (RDR).

Merchant acknowledges that chargeback alerts and Rapid Dispute Resolution (RDR) services may occur concurrently and are facilitated through third-party partners integrated with Bankful’s platform. Bankful acts solely as an intermediary in providing access to such services and does not control the timing, accuracy, or outcome of alert or dispute processes. Accordingly, Bankful shall not be liable for any discrepancies, delays, losses, or errors in billing, notification, or reporting associated with chargeback alerts or RDR. Merchant remains solely responsible for reviewing, responding to, and managing dispute cases in accordance with applicable card network rules and deadlines.

Use of chargeback alerts, RDR, or any supporting documentation does not guarantee prevention of chargebacks, reversals, or network penalties. For the avoidance of doubt, pending transactions processed through the Bankful Software are subject to automatic closure if not resolved within five (5) calendar days, as further described in Section 2.03.

5.13. Risk Information Sharing.

Merchant acknowledges that EMB operates within a payments ecosystem comprising processors, acquiring and sponsor banks, Associations, card networks, and other parties; that those parties rely on EMB for information about the merchants it serves; and that EMB is required or permitted to share information about Merchant, including EMB’s own risk findings, with such parties as described in Section 5.01. Merchant consents to each such disclosure and enters into this Agreement on that basis. Such sharing does not make EMB a party to, or a participant in, Merchant’s relationship with any processor, acquiring bank, or other recipient, which remains governed solely by Merchant’s separate agreement with that party and by Section 5.11. Each recipient makes its own decisions, including any decision regarding Merchant’s merchant account, and EMB is not responsible for any such decision. Merchant waives any claim against EMB arising from a disclosure made under Section 5.01, including in circumstances where Merchant claims such disclosure was inaccurate or erroneous, other than a claim arising from EMB’s fraud or willful misconduct.

SECTION SIX – GENERAL PROVISIONS

6.01. 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.

6.02. Drafting. No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein. This Agreement shall be deemed to be jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly.

6.03. Waiver. Except as expressly provided for herein, 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.

6.04. 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 EMB. EMB may assign this Agreement in its sole discretion without the written consent of the Merchant.

6.05. Amendments.

This Agreement may be amended by EMB by posting a new version of this Agreement within the control panel, Merchant Dashboard, or the legal section of EMB’s Knowledge Base (support.bankful.com/legal-documents/), or by any other means where Merchant has access to view the revised Agreement. Any new version of this Agreement will immediately replace in its entirety this Agreement. The Merchant Dashboard shall be the primary reference point for current pricing, fee schedules, and amended agreements. Merchant acknowledges that continued use of the Services after such amendment or updates to pricing or fee schedules constitutes acceptance of the amended or updated terms. No amendment to Section 6.09 or 6.10, or to this sentence, shall apply to any Claim that arose before the effective date of the amendment, and any amendment to Section 6.09 or 6.10 shall take effect no sooner than thirty (30) days after it is posted.

6.06. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and may be given by email, through the Merchant Dashboard, by personal delivery, or by first-class mail, postage prepaid. Notices to Merchant are effective when sent to the email address on file or posted to the Merchant Dashboard. Notices to EMB are effective upon receipt at the address set forth herein or at such email address as EMB designates in writing for notice pursuant to this Section 6.06.

6.07. Section Headings. The section headings contained in this Agreement are for convenient reference only and shall not in any way affect the meaning or interpretation of this Agreement.

6.08. Entire Agreement; Binding Effect. This Agreement, including the application form, all schedules, exhibits, and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of 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 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.

6.09. Governing Law; Waiver of Jury Trial; Arbitration. This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to conflict of law provisions. Any arbitration or mediation relating to or arising from this Agreement shall be held in Ventura County, California, and any action in court, to the extent permitted, shall be brought as provided in Section 6.10. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. Any claim, dispute, or controversy (“Claim”) by either Merchant or EMB against the other, or against the employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents, or assigns of the other, arising from or relating in any way to this Agreement or to our relationship, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association, under its Commercial Arbitration Rules in effect at the time the Claim is filed, except as otherwise provided below. All Claims are subject to arbitration, no matter what theory they are based on or what remedy they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law. Claims and remedies sought as part of a class action, private attorney general or other representative action are subject to arbitration on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between Merchant and EMB. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. If the prohibition on class, collective, or representative proceedings is held unenforceable by a court as to any Claim, that Claim shall proceed in court and not in arbitration, and this Section 6.09 shall be enforced as to all other Claims. Notwithstanding any other provision of this Section 6.09, a court, and not an arbitrator, shall decide any dispute regarding the enforceability of the prohibition on class, collective, or representative proceedings. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the American Arbitration Association in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Any arbitration hearing at which you appear will take place at a location within Ventura County, California. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure, or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owed by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, MERCHANT AND EMB MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY, AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.

6.10. Jurisdiction; Venue. Subject to Section 6.09, any action to compel arbitration, to confirm, vacate, modify, or enforce an arbitration award, to obtain provisional relief, or to pursue any Claim or remedy that Section 6.09 permits or requires to proceed in court (other than a bankruptcy proceeding), shall be brought in the state courts located in Ventura County, California or the United States District Court for the Central District of California. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such parties, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.

6.11. Attorney’s Fees. Should a suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including expert witness fees and fees on any appeal.

6.12. Publicity. Merchant hereby grants to EMB a nonexclusive, non-transferable right during the term of this Agreement to use Merchant’s name and logo to identify Merchant as a customer of EMB on the EMB website and in EMB’s collateral marketing materials.

6.13. Authority. Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the individual executing this Agreement on its behalf has full authority to bind such party; and (c) this Agreement constitutes a valid and binding obligation of such party, enforceable in accordance with its terms.

6.14. Survival. All representations, covenants, and warranties shall survive the execution and termination of this Agreement, and Sections 1.02, 1.03, 1.04, 1.05, 1.06, 2.01, 2.02, 2.03, 3.01, 3.02, 3.03, 3.04, 3.05, 4.04, 5.01, 5.02, 5.03, 5.04, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.13, 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07, 6.08, 6.09, 6.10, 6.11, 6.13, 6.14, 7.01, 7.02, 7.03, 7.04, and 7.05 shall survive termination of this Agreement.

SECTION SEVEN – SUPPLEMENTAL INFO, INTEGRATION, AND RISK

7.01. Supplemental Information.

  1. Supplemental Information. Merchant acknowledges that EMB collects limited information at account creation and collects additional information during Merchant onboarding and thereafter (collectively, “Supplemental Information”). Merchant represents and warrants that all Supplemental Information provided is truthful, accurate, and complete.
  2. Duty to Update. Without limiting the remaining terms of this Agreement, Merchant shall notify EMB in writing within ten (10) days of any material change to such information, including any change in ownership, control, management, legal entity, business model, products or services offered, website or domain, sales channel, processing volume, average transaction amount, or financial institution.
  3. Completion of Identifying Information. Merchant authorizes EMB to complete or update the identifying fields of this Agreement and any Exhibit — including Merchant’s legal name, assumed or trade name, business address, and signatory information — using information Merchant provides as Supplemental Information. Any such completion or update identifies the parties and does not constitute an amendment, modification, re-execution, or new agreement, and does not affect the effective date of this Agreement. Signatory information completed under this Section identifies the individual who accepted this Agreement and shall not be used to change the Designated Controller, who may be changed only as provided in Section 5.06(3).

7.02. Transaction Attempt Abuse; Card Testing. Merchant is solely responsible for the security and configuration of its websites, applications, checkout pages, and integrations, and for all transactions and authorization attempts submitted using Merchant’s account, credentials, or integrations, whether or not authorized by Merchant. Merchant acknowledges that card testing, card enumeration, credential stuffing, bot, brute-force, and similar automated attacks originate at Merchant’s point of presence and are within Merchant’s control to prevent. Merchant shall implement and maintain commercially reasonable controls against such activity, including bot detection or challenge-response (CAPTCHA) at checkout, velocity and rate limiting, address and card verification, and prompt remediation upon notice from EMB.

Merchant is responsible for and shall pay all fees, charges, assessments, fines, and penalties arising from or attributable to authorization attempts submitted through Merchant’s account, including attempts that are declined, rejected, abandoned, reversed, voided, or otherwise incomplete, and including, without limitation, any amount imposed on or passed through to EMB by any card network, Association, processor, acquiring bank, or other third party under any monitoring, integrity, risk, or compliance program. Amounts payable under this Section are pass-through charges and do not constitute a modification of EMB’s fees for purposes of Section 3.03.

EMB may, but shall not be required to, and without liability and with or without prior notice, impose velocity, rate, volume, or geographic limits, block or filter transactions or traffic sources, require additional controls as a condition of continued access, or suspend Merchant’s access to the Bankful Software in whole or in part, in order to protect the Bankful Software, EMB, or any third party. Notwithstanding the foregoing, EMB has no obligation to detect, monitor for, or prevent such activity. EMB’s fraud and risk tools are subject to Section 5.03(2), and nothing in this Section shifts to EMB any obligation of Merchant under this Section or Section 2.02.

7.03. Integration Methods; API Access.

1. Integration Methods. Merchant may access the Bankful Software only through:

  1. any interface or integration that EMB provides and Merchant uses as provided by EMB, whether accessed directly or through a supported third-party platform (each, an “EMB-Provided Integration”); or
  2. any system Merchant builds or controls that communicates programmatically with EMB’s application programming interfaces, including EMB’s hosted payment page interface and direct transaction interface (collectively, the “API”) (each, a “Merchant-Built Integration”).

Use of an EMB-Provided Integration is not use of the API, even where it communicates with EMB’s systems through interfaces EMB maintains. A Merchant-Built Integration requires EMB’s approval under Section 7.03(6). Use of EMB’s direct transaction interface additionally requires an active plan that expressly includes API access, as reflected in the Merchant Dashboard.

2. Credentials. Merchant’s account credentials, API keys, and API secrets are Confidential Information of EMB, are issued solely for Merchant’s own use, and shall not be disclosed, shared, sublicensed, resold, assigned, transferred, or otherwise made available to any third party, except (i) as required for the operation of an EMB-Provided Integration, or (ii) to Merchant’s own employees and contractors acting solely on Merchant’s behalf, to the extent permitted by Section 1.02. Merchant shall be responsible for any activity conducted using its account credentials, API keys, and/or API secrets, even in instances where Merchant claims that such use was unauthorized.

3. Own Transactions Only. Merchant shall not use the API, or permit the API to be used, to submit, route, or process any transaction other than a transaction for the sale of Merchant’s own goods or services to Merchant’s own customer. Merchant shall not develop, operate, host, or make available any multi-tenant, shared, reseller, white-label, or platform integration through which any person other than Merchant may access the Bankful Software, and shall not incorporate the API into any product or service offered by or to third parties.

4. Use Beyond Plan. If Merchant uses the API, or any API feature or volume, that Merchant’s current plan does not include, EMB may charge Merchant the fees for the plan that covers such use, at the rates shown in the Merchant Dashboard, from the date such use began until it stops or Merchant changes plans. These charges are fees for Merchant’s own use, are authorized under Section 3.04, and are not a modification of EMB’s fees under Section 3.03. Charging these fees does not approve such use under Section 7.03(6), and does not limit any other remedy available to EMB.

5. Monitoring and Control. EMB may monitor, meter, rate-limit, throttle, suspend, revoke, or rotate credentials, API access, or any Merchant-Built Integration at any time, with or without notice, and may require Merchant to migrate to a different integration method or plan as a condition of continued access.

6. Sandbox; Production Approval. EMB may provide access to a sandbox or test environment in its sole discretion, and Merchant may develop and test against the API in such sandbox or test environment. Sandbox access is provided AS IS, and transactions submitted in a sandbox are not payment transactions, are not processed or settled, and create no obligation with respect to EMB or of any third party. Merchant shall not use any Merchant-Built Integration in production until EMB has approved it in writing, which approval EMB may condition on completion of sandbox testing to its satisfaction and may grant or withhold in its sole discretion. Approval shall not be implied from EMB’s issuance of credentials, the availability of production access, or the processing of any transaction. Any production use of a Merchant-Built Integration without such approval is unauthorized: EMB has no obligation to accept, process, or support any Merchant-Built Integration; may block, reverse where possible, or revoke access without notice or liability; and Merchant is solely responsible for all resulting fees, charges, and losses.

7. Automated and Machine Access. Merchant shall not use API responses, metadata, or documentation to train, fine-tune, benchmark, or develop any machine learning model or artificial intelligence system, or to create or improve any product or service that competes with the Bankful Software. Where Merchant employs any automated system, script, agent, or artificial intelligence to consume API responses or metadata, or to make or inform any decision, Merchant is solely responsible for such system and for all outputs, decisions, and transactions resulting from it. EMB makes no representation or warranty as to the accuracy, completeness, timeliness, availability, or fitness of any API response, metadata, or documentation for any automated, analytical, or decisioning purpose, and Section 5.03 applies in full to all of the foregoing.

7.04. No Aggregation or Third-Party Transaction Routing. Merchant shall not act as a payment facilitator, payment aggregator, marketplace, payment service provider, or processor with respect to the Bankful Software, and shall not submit, route, aggregate, or cause or permit to be submitted any transaction of, for, or on behalf of any other person or entity, whether or not affiliated with Merchant, without EMB’s prior written consent. Such consent may be granted, conditioned, or withheld in EMB’s sole discretion and is effective only if set forth in a written agreement executed by an authorized officer of EMB.

Without limiting the foregoing, Merchant shall not engage in factoring, transaction laundering, or the submission of transactions for goods or services not sold by Merchant, and shall not use a single account, Merchant Identification Number, billing descriptor, integration, or set of credentials for more than one business, brand, legal entity, website, or sales channel except as expressly approved in writing by EMB. Merchant shall notify EMB and obtain EMB’s approval before adding any website, domain, sales channel, product line, or business not identified in Merchant’s application or Supplemental Information.

Any transaction submitted in violation of this Section is unauthorized, and Merchant is liable for all resulting fees, chargebacks, refunds, assessments, fines, penalties, and losses, including any amount imposed on or passed through to EMB by any card network, Association, processor, acquiring bank, or other third party. Merchant’s obligations under Section 5.02 and Exhibit B expressly extend to any such violation.

Violation of this Section is a material breach of this Agreement, and EMB may suspend Merchant’s access to the Bankful Software as provided in Section 7.05 and terminate this Agreement immediately upon notice. Such breach is not subject to cure under Section 4.02(1).

7.05. Suspension. EMB may immediately suspend or restrict Merchant’s access to the Bankful Software, in whole or in part, with or without prior notice and without liability, where EMB determines in its sole discretion that: (i) Merchant has engaged in or is suspected of fraud, transaction laundering, factoring, or unlawful activity; (ii) Merchant has violated the terms of this Agreement, including Sections 7.03 and 7.04; (iii) Merchant’s activity presents a material risk to EMB, the Bankful Software, or any third party, including as determined by EMB’s risk, fraud, underwriting, or compliance functions; (iv) Merchant is processing outside the business model, products, services, or websites identified to EMB; or (v) suspension is required or requested by any card network, Association, processor, acquiring bank, or regulator, or by applicable law. Suspension is not a waiver of any other remedy, does not relieve Merchant of any obligation to pay amounts accrued or accruing, and may be maintained unless and until EMB is satisfied the condition giving rise to it has been resolved. EMB may terminate this Agreement in connection with any such suspension as provided in Sections 4.03 and 7.04. Nothing in this Section grants EMB any right, or imposes on EMB any obligation, with respect to Merchant’s merchant account or processing relationship, which remains governed exclusively by Section 5.11.

YOU WILL ONLY BE BILLED FOR APPLICABLE SERVICES

ACKNOWLEDGMENT & ELECTRONIC ACCEPTANCE

By clicking “I Agree,” “Accept,” “Submit,” checking a required acceptance box, or otherwise electronically indicating assent to this Agreement, the undersigned Merchant acknowledges that it has read, understands, and agrees to be legally bound by its terms, including the binding arbitration and class action waiver in Section 6.09. Each person providing an electronic acceptance represents and warrants that they have full authority to bind the Merchant and, where Section 5.06(3) applies, acknowledges and consents to the designation of Authorized Signatory 1 as the sole Designated Controller for Merchant’s account, with the authority described in Section 5.06(3).

Bankful® Exhibit A V.3.3RC (Plan & Fee Categories, summary)

Per Section 3.01, Exhibit A is incorporated into this Agreement solely as a baseline reference for plan definitions and fee categories. The applicable Fee Schedule is intentionally omitted from this Knowledge Base archive; the Merchant Dashboard is the primary and controlling source of truth for all active rates, plan tiers, and service charges.

Current plans: Basic, Plus, Premium, API Concierge, eCheck, Crypto, Crypto eCommerce, Crypto eCommerce w/ Off-Ramp, and LocalPay.

Fee categories covered under these plans include: plan/monthly fees, per-transaction and cart-connection fees (BigCommerce, Ecwid, Magento, OpenCart, PrestaShop, Shift4Shop, Shopify, Wix, WooCommerce, API), third-party credit card and digital wallet fees, eCheck fees, fraud protection, email/SMS invoicing, QuickBooks integration, buy-now-pay-later, crypto ecommerce (with and without off-ramp), subscriptions and subscription migration, customer assistance, and chargeback management (including Ethoca, Verifi, and RDR alerts). API Concierge additionally covers a dedicated Slack channel, a weekly Google meeting, and PCI determination.

For current rates, log in to the Merchant Dashboard.

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