Merchant Agreement

Parties & order of precedence

• This Merchant Agreement (“Agreement”) is between you (“Merchant,” “you”) and EZGamePay and its affiliates (“EZGamePay,” “we,” “us”). It governs your use of our payment, wallet, settlement, and related services (collectively, the “Services”).
• If you signed an order form, statement of work, or other written addendum (“Order Form”), the Order Form and this Agreement together form the contract. If there is a conflict, the Order Form controls for fees, service scope, and term only; this Agreement controls for compliance allocation, indemnity, disclaimers, and limitations of liability unless the Order Form expressly states otherwise in writing.

Services; no partnership or agency

• We provide technology and operational services to facilitate payments and settlements between your customers and you. We do not operate your gaming or wagering business, approve your games or odds, or act as your agent before regulators except as expressly stated in writing.
• Nothing in this Agreement creates a partnership, joint venture, or franchise. You are an independent business solely responsible for your offerings, marketing, and regulatory posture.

Merchant compliance responsibility (sole risk)

• YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR SOLE AND EXCLUSIVE RESPONSIBILITY FOR COMPLIANCE WITH ALL LAWS, REGULATIONS, AND REGULATORY ORDERS APPLICABLE TO YOUR BUSINESS, INCLUDING WITHOUT LIMITATION: GAMING, GAMBLING, SPORTS BETTING, DAILY FANTASY, LOTTERY, OR SIMILAR LAWS IN EVERY JURISDICTION WHERE YOU OPERATE OR SOLICIT CUSTOMERS; LICENSING AND REGISTRATION; AGE AND IDENTITY VERIFICATION FOR YOUR CUSTOMERS AT THE POINT OF SALE OR WAGER AS REQUIRED BY LAW; GEOLOCATION AND EXCLUSION LISTS; RESPONSIBLE GAMING AND SELF-EXCLUSION PROGRAMS; ADVERTISING, MARKETING, AND TRUTH-IN-ADVERTISING; CONSUMER PROTECTION; AML, BSA, AND SANCTIONS PROGRAMS TO THE EXTENT APPLICABLE TO YOUR ACTIVITIES; TAX WITHHOLDING AND REPORTING; AND DATA PRIVACY LAWS AS APPLIED TO YOUR RELATIONSHIP WITH END USERS.
• You represent and warrant that you hold, and will maintain for the duration of this Agreement, all licenses, registrations, permits, and approvals required for your use of the Services and your business, and that your use of the Services will not violate any such license or law.
• EZGamePay does not determine whether any particular transaction, product, or jurisdiction is lawful for you. Any compliance tools, settings, or workflows we provide are aids only; they do not replace your obligation to design, implement, and audit your own compliance program.
• You will promptly notify us in writing if you are denied, suspended, or lose any material license, or if you become subject to a regulatory action that could affect your use of the Services.

Prohibited & high-risk use

• You will not use the Services for unlawful activity, unlicensed gaming or wagering where a license is required, money laundering, terrorist financing, sanctions evasion, or transactions involving prohibited persons or jurisdictions as defined by applicable law or our policies.
• You will not misrepresent your business, ownership, or volume to us or to end users. You will process only bona fide transactions for your own business and not act as an unregistered payment facilitator for third parties without our prior written consent.

Onboarding, KYB & ongoing diligence

• You will complete business verification (KYB), beneficial ownership disclosures, and any enhanced due diligence we or our partners require. You authorize us and our partners to obtain credit, identity, and risk information about you and your principals.
• You will maintain current contact and ownership information and respond to information requests from us, our partners, or regulators within the timeframes we specify. Failure to do so may result in suspension or termination.

Payments, settlement & fees

• Settlement schedules, holds, reserves, and fees are as set forth in your Order Form or our then-current merchant terms. ACH returns, chargebacks (if applicable), fines, and regulatory penalties attributable to your activity may be debited from settlements or invoiced.
• You will process refunds and adjustments only through the Services or as we direct so that ledgers and settlement remain accurate.

Indemnification

To the fullest extent permitted by applicable law, Merchant shall indemnify, defend, and hold harmless EZGamePay, its affiliates, and their respective directors, officers, employees, agents, licensors, and service providers (each, an “Indemnified Party”) from and against any and all claims, demands, investigations, actions, proceedings, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and experts’ fees) arising out of or related to: (a) Merchant’s business, products, services, or relationship with end users; (b) Merchant’s breach of this Agreement or any Order Form; (c) Merchant’s violation of any applicable law, regulation, or regulatory order, including gaming, gambling, AML, consumer protection, privacy, and advertising laws; (d) any allegation that Merchant’s operations lack required licenses or approvals; (e) negligence, willful misconduct, or fraud by Merchant or its personnel; (f) infringement or misappropriation of intellectual property or other rights by Merchant content or conduct; (g) disputes between Merchant and end users, except to the extent finally judicially determined to have been caused solely by EZGamePay’s willful misconduct; (h) Merchant’s failure to maintain adequate compliance programs; or (i) taxes, withholdings, or employer obligations attributable to Merchant. EZGamePay may select counsel to defend a claim subject to indemnification; Merchant will not settle any claim that imposes obligation or admission on an Indemnified Party without our prior written consent. Indemnified Parties may participate in defense at their own expense. These obligations survive termination of this Agreement.

Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. JUZE GAMEPAY DOES NOT WARRANT THAT THE SERVICES WILL MEET MERCHANT’S REGULATORY OBLIGATIONS OR THAT USE OF THE SERVICES WILL BE LAWFUL IN ANY JURISDICTION FOR MERCHANT’S SPECIFIC BUSINESS.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JUZE GAMEPAY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUES, OR DATA, ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR MERCHANT’S PAYMENT OBLIGATIONS AND INDEMNIFICATION OBLIGATIONS, JUZE GAMEPAY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY TWELVE-MONTH PERIOD WILL NOT EXCEED THE FEES PAID BY MERCHANT TO JUZE GAMEPAY FOR THE SERVICES IN THAT PERIOD (OR, IF GREATER, THE AMOUNT PAID IN THE PRIOR TWELVE MONTHS). IF NO FEES WERE PAID IN THAT PERIOD, LIABILITY WILL NOT EXCEED TEN THOUSAND U.S. DOLLARS (US$10,000). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE CASES LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

Insurance

• At your expense, you will maintain commercially appropriate insurance (e.g., general liability, cyber liability, and professional liability where applicable) with carriers and limits reasonably acceptable to us upon request. You will provide certificates of insurance when asked.

Audit, examination & regulatory cooperation

• You will cooperate with reasonable requests from us, our partners, or regulators for information about your use of the Services and your compliance program, subject to confidentiality obligations.
• We may suspend or terminate the Services, withhold settlements, or offset amounts if we reasonably believe such action is necessary for legal, regulatory, or risk reasons.

Data & confidentiality

• Each party will protect the other’s confidential information. You are responsible for your employees’ and contractors’ access to dashboards and APIs. You will process personal data of end users only as permitted by law and consistent with your privacy notices and our data processing terms if provided.

Term, suspension & termination

• Either party may terminate as set forth in the Order Form or Terms of Service. We may suspend or terminate immediately upon breach, risk concern, or legal requirement.
• Sections intended to survive (including indemnity, limitations of liability, confidentiality, and governing law) survive termination.

Governing law & disputes

• This Agreement is governed by the laws specified in our Terms of Service (without regard to conflict-of-law rules). Disputes will be resolved as set forth in the Terms of Service, including binding arbitration for commercial disputes where applicable, except that either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

Changes

• We may update this Agreement. Material changes will be notified as described in our Terms of Service or by email to your admin contacts. Continued use after the effective date may constitute acceptance.