Stripe Services Addendum

This Stripe Services Addendum (“Stripe Addendum”) is entered into between the relevant Cyncly/ RFMS/ 20-20 entity which is a party to the Subscription Agreement (“Cyncly”) and Licensee (“Licensee” or “you”).  The Stripe Addendum supplements the Subscription Agreement (the “Subscription Agreement”) in effect between Cyncly and Licensee and shall be subject to the definitions, terms, and conditions set forth in the Subscription Agreement. Should there be any conflict between the Subscription Agreement and the Stripe Addendum, the Stripe Addendum will control with respect to the Stripe Services described below.

1.      Stripe Services; Account Set-Up.  By entering into this Stripe Addendum, Licensee will be allowed to access through the Could Site and/or the Service (collectively, the “Software”) the payment processing platform known as Stripe Connect provided by Stripe, Inc. (“Stripe”) so that Licensee may accept payment cards and/or other electronic payments as may be supported by Stripe from time to time (“Stripe Services”). You will set-up your Stripe merchant account through the Software. Before using Stripe’s Services, you must enter into a separate contract with Stripe, sometimes referred to as the Stripe Services Agreement and/or the Stripe Connected Account Agreement. The terms of that contract are available on Stripe’s website. 
2.      Fees.  Cyncly may charge you fees for facilitating access to the Stripe Services as set out in the Order Form. These fees shall be subject to the same terms and conditions set forth in your Subscription Agreement with Cyncly (including as it pertains to changes and late payments) and may be deducted from funds that would otherwise be settled to your account or added to your monthly invoices.  None of the fees charged by Cyncly for facilitating your access to the Stripe Services excuse your payment of any other fees you have agreed to pay Cyncly.  In addition, you must pay Stripe directly and according to your separate agreement with Stripe for any liabilities associated with your payment processing activity (including, for example, chargebacks, refunds, or any assessments or fees imposed by Stripe or any applicable third party).  However, should Stripe collect from Cyncly any liability associated with your processing activity—either at Stripe’s option, or because you failed or refused to pay Stripe—you agree unconditionally to indemnify and make Cyncly whole for any amounts Cyncly pays to Stripe arising out of or related to your payment processing activity, even if you contend that the amount is incorrect, disputed, or otherwise not due and payable to Stripe.  If you have granted Cyncly or Stripe access to any of your bank accounts, you authorize Cyncly to debit the account(s) for any amounts Cyncly pays Stripe on your behalf or related to your processing activity.
3.      Account Information.  You agree to provide Cyncly with accurate and complete information about you and your account. Further, you authorize Cyncly to (a) share information with Stripe; and (b) access all information flowing through your account on Cyncly’s systems—including information flowing through your Stripe account that you will set up through CynclyPay—for any legal purpose consistent with the parameters of the Subscription Agreement and/or your use of the payment processing services provided by Stripe. 
4.      Cardholder Data. You are solely responsible for any liability related to your use or handling of cardholder data. You agree to comply, and to cause any third-party having access to cardholder data to comply, with PCI DSS and applicable law with respect to such data.
5.      Disclaimer of Warranties and Liability for Stripe Services.  Even though your access to Stripe Services is through Cyncly‘s Software, Cyncly does not control Stripe’s technology or systems.  Stripe is solely responsible for providing the Stripe Services through its own platform. WITHOUT LIMITING ANY OTHER DISCLAIMERS OR LIABILITY LIMITATIONS CONTAINED IN THE SUBSCRIPTION AGREEMENT, YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL CYNCLY HAVE ANY LIABILITY TO YOU WHATSOEVER FOR ANY SERVICES OUTAGES, ERRORS, OMISSIONS, IRREGULARITIES, DISPUTES, CLAIMS, OR PROBLEMS OF ANY KIND OR NATURE THAT YOU MAY EXPERIENCE WITH THE STRIPE SERVICES. CYNCLY DOES NOT MAKE ANY WARRANTIES WHATSOEVER ABOUT STRIPE OR THE STRIPE SERVICES.  Consequently, any promises in the Subscription Agreement to provide services, service levels, and customer support will not extend to the Stripe Services.  Likewise, Stripe does not control Cyncly’s service offerings, platform, or technology, and you agree that Stripe is not responsible for any issues solely arising out of or relating to your use of Cyncly’s systems or services, separate and apart from the Stripe Services.
6.      Incorporated Terms; Compliance with Law. In addition to and without limiting the foregoing Sections, you agree that all provisions of the Subscription Agreement currently in place between you and Cyncly shall likewise apply to your use of the Stripe Services. In addition, you agree to be solely responsible for compliance with all federal, state, and local laws (as applicable) in connection with your use of the Services and the Stripe Services.
7.      Term; Account Migration.  This Stripe Addendum shall remain in effect during the term of the Subscription Agreement and/or so long as you are using the Stripe Services, whichever is longer. In addition, you agree that, for a period of 12 months after the date you enter into this Stripe Addendum, you will not terminate your relationship with Cyncly in favor of entering into a relationship with Stripe that excludes the use of Cyncly’s Services.  You further agree that if Cyncly ceases to do business with Stripe for any reason, you will cooperate with Cyncly in the transition of your merchant processing account to another processor of Cyncly’s reasonable election, and you authorize Cyncly to take the steps necessary to facilitate migration of your processing account to such processor. To the extent necessary to effect that migration, you appoint Cyncly as your agent and attorney in fact for the limited purpose of executing agreement(s) related to such migration on your behalf.
8.      Actions Cyncly May Take in Processing Transactions
a. Disputes. A “Dispute” is an instruction initiated by a Customer to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers). Cyncly may withhold the payout of the amount of a Transaction from settlement funds owed to User under this Agreement if Cyncly reasonably believes that a Dispute is likely to occur with respect to that Transaction, and Cyncly may withhold the payout of amounts subject to an actual Dispute until the Dispute is resolved by the Payment Method Provider.
b. Refunds. A “Refund” is an instruction initiated by User for the full or partial return of funds to a Customer for a processed Transaction. Cyncly may decline to act upon a Refund instruction, or delay execution of the instruction, if it would cause User’s CynclyPay Account balance to become negative.
c. Reversals. A “Reversal” is the reversal of the settlement of funds from a processed Transaction that User previously received. Without limiting Section 3.e, Cyncly may initiate a Reversal if: (i) the Transaction is invalidated by the Payment Method Provider; (ii) the settlement funds were received by User in error for any reason; (iii) User did not have authorization to make the Transaction; (iv) User received the settlement funds for activities that violated this Agreement, Law or Payment Method Rules; or (v) otherwise required by a Payment Method Provider or Payment Method Acquirer pursuant to the applicable Payment Method Rules.
d. Cyncly Remedies. If Cyncly reasonably determines that User has incurred excessive Disputes, breached this Agreement, or is likely to become the subject of bankruptcy or insolvency proceedings, or presents an unacceptable level of risk, Cyncly may: (i) initiate Reversals; (ii) delay the payout of settlement funds to the User Bank Account; (iii) establish, fund and use a Reserve (see Section 8.e); and (iv) suspend or terminate User’s ability to submit Transactions. Cyncly may only exercise these remedies for the duration, and to the extent, as is reasonably necessary to address the underlying risk to Cyncly, the Customers, the Payment Method Acquirers, and the Payment Method Providers.
e. Reserve. A “Reserve” is a portion of User’s CynclyPay Account balance that Cyncly withholds from payout to the User Bank Account. If Cyncly creates a Reserve, Cyncly will notify User of the Reserve terms within 2 business days after Cyncly creates the Reserve. The amount of the Reserve will be reasonably related to any direct losses Cyncly reasonably anticipates. Cyncly will release the Reserve once the reason for establishing the Reserve no longer exists. Upon notice to User, Cyncly may change the Reserve terms based on User’s Transaction history or as a Payment Method Acquirer or Payment Method Provider requires. Cyncly may fund the Reserve through any or all of: (i) funds User provides upon Cyncly’s request; (ii) amounts Cyncly owes to User for Transactions that User submits through the Payment Services; or (iii) debiting the User Bank Account.
f. Security Interest. User grants Cyncly a lien and security interest in the Reserve, all Transactions (including future Transactions), any and all rights to receive credits or payments under this Agreement, and all User funds that Cyncly possesses or maintains on User’s behalf. User will execute all documents Cyncly reasonably requests to create, perfect, maintain and enforce this security interest, even if the request is made after User’s CynclyPay Account balance becomes negative.

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