DIGITAL MERCHANT AGREEMENT
(THE ISO AGREEMENT IS BELOW THIS MERCHANT AGREEMENT
IF YOU  ARE A RESELLER, SCROLL DOWN)

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PLEASE READ THE TERMS AND CONDITIONS OF SERVICE FOR ALL USERS (THE "USER AGREEMENT") CAREFULLY PRIOR TO YOUR USE OF THIS WEB SITE OR GREEN BY PHONE, INC. SERVICES.

BY UTILIZING THE SITE, YOU (“USER” or “YOU” or “YOUR”) HEREBY AGREE TO BE LEGALLY BOUND BY THIS USER AGREEMENT WHICH INCORPORATES BY REFERENCE THE PRIVACY POLICY POSTED ON THIS WEB SITE, AS SUCH DOCUMENTS ARE AMENDED FROM TIME TO TIME. [www.green.money/privacy] IF THIS AGREEMENT IS NOT ACCEPTABLE AND YOU ARE UNWILLING TO BE BOUND BY IT, PLEASE DO NOT USE THE SITE OR ENTER ANY INFORMATION ABOUT YOURSELF OR TRANSACT ANY BUSINESS THROUGH THIS SITE. THIS USER AGREEMENT IS ALSO INTENDED TO BE USED IN CONJUNCTION WITH ANY OTHER AGREEMENT BETWEEN YOU AND US. ANY CONFLICT BETWEEN THIS AGREEMENT AND SUCH OTHER AGREEMENT SHALL BE RESOLVED IN FAVOR OF SUCH OTHER AGREEMENT, WHICH SHALL CONTROL.

Green By Phone, Inc. (referred to as "we" or "us" or “our”) is the owner and operator of this website (the "Website" or “Service”) and the materials and services provided thereon. By using the Service, You acknowledge that You have been advised that We are not a bank or financial institution of any kind and that We are not in the banking business.

COMMERCIALLY REASONABLE EFFORT AND NO GUARANTEE

LICENSE, ACCESS AND INTERFERENCE

LINKS TO THIS WEBSITE

LINKS TO THIRD PARTY WEBSITES

AGE AND AUTHORITY

PROFILE INFORMATION

EXCLUSIONS OF WARRANTIES

PASSWORD AND SECURITY

ERRORS AND QUESTIONS

PRIVACY POLICY

Our collection, use, storage, disclosure, and sale of information is governed by Our privacy policy, which may be viewed at www.Green.Money/privacy and which is incorporated into and made a part of this Agreement by reference. By using the Service, You acknowledge that You have read the privacy policy and agree to be bound by it. We may amend the privacy policy at any time in accordance with its terms, and Your continued use of the Service after any amendment constitutes acceptance of the amended policy. In the event of a conflict between this Agreement and the privacy policy with respect to Our handling of information, this Agreement controls.

DEBIT AUTHORIZATION

SERVICE FEES AND ADDITIONAL CHARGES

ANNUAL RENEWAL

Each Merchant Account shall carry a mandatory initial term of twelve (12) months, commencing on the date of written approval by Our underwriting department. At account opening You may be required to pay a refundable deposit, which is governed by the section titled REFUNDABLE DEPOSIT.

If You terminate Your account before completion of the initial term, or if We terminate Your account for Your breach before completion of the initial term, You shall pay Us, as liquidated damages and not as a penalty, an amount equal to the Monthly Fee then in effect multiplied by the number of months remaining in the initial term. You acknowledge that Our actual damages arising from early termination are difficult or impossible to determine with precision, that the amount described above is a reasonable estimate of the losses We will incur, including underwriting, onboarding, integration, compliance, and account maintenance costs already incurred and not recovered, and that this provision is intended to estimate those damages and not to penalize You. Amounts due under this section are immediately due and payable upon termination and may be collected by any means authorized under the section titled SERVICE FEES AND ADDITIONAL CHARGES, including set-off against any funds We hold for You, including the deposit. This section shall not apply where We terminate Your account for Our own convenience and without cause.

To avoid automatic renewal, You must log into Your account and close it through the Account Menu, or provide Us written notice of non-renewal, no later than thirty (30) days prior to the expiration of the then-current term. Failure to do so shall obligate You to an automatic renewal of this Agreement for additional, consecutive twelve (12) month terms under the same terms and conditions, subject to any fee changes made in accordance with this Agreement. We will use commercially reasonable efforts to send You a renewal reminder prior to the close of the non-renewal window, but Our failure to send or Your failure to receive such a reminder does not extend the window or excuse Your obligation. Renewal terms are subject to the same early termination provisions set forth above.

PREPAID ACCOUNT

If You are approved as a Prepaid Merchant ("PM"), all funds You deposit will be credited to Your Merchant Account as a prepaid balance. Prepaid funds are applied to fees, charges, returned items, adjustments, and all other amounts owed to Us as they accrue. Monthly fees, monthly minimum charges, and all other recurring charges under this Agreement continue to accrue and continue to be applied against Your prepaid balance until the balance is exhausted or Your account is closed, whether or not You are actively processing transactions. Prepaid funds are non-refundable, have no cash value, may not be withdrawn or transferred, and may not be applied to any purpose other than amounts owed to Us. Prepaid funds are non-transferable to any other merchant account, including accounts operating under the same or a related business name or ownership. Prepaid funds are not held in trust or in a segregated account and do not earn interest. If You close Your account, or if We terminate Your account for any reason, no refund will be issued. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

As a PM, You understand and agree that same-day deposits to financial institutions may not be available. All bank debits will be processed through the financial institution or specific branch You identified when opening Your account, based on the banking information provided by You.

The following minimums and associated fees apply to all PM deposit types. We may reject, return, or refuse to credit any deposit below the applicable minimum, in Our sole discretion.

• Wire Transfers: Minimum deposit is One Hundred Dollars ($100.00). If We receive less than $100.00, a wire transfer fee of Fifteen Dollars ($15.00) will be deducted. Example: A $35.00 wire transfer will be credited as $35.00 and then debited $15.00 for the fee.

• Deposits by Automated Clearing House (ACH): Minimum deposit is One Hundred Dollars ($100.00). If We receive less than $100.00, a Five Dollar ($5.00) fee will be applied. Example: A $35.00 deposit will be credited as $35.00 and then debited $5.00 for the fee. Deposits made to Us by ACH fund Your prepaid balance and are separate from the processing services We provide to You, which do not utilize the ACH network.

• Cryptocurrency Deposits: Minimum deposit is One Hundred Dollars ($100.00) in United States Dollar equivalent value. If We receive less than $100.00, a Five Dollar ($5.00) fee will be applied. Example: A $35.00 crypto deposit will be credited as $35.00 and then debited $5.00 for the fee.

Cryptocurrency deposits are accepted solely as payment of fees and other amounts owed to Us. We do not convert, exchange, transmit, hold, or pay out cryptocurrency on Your behalf, and no cryptocurrency deposit will be returned to You or to any third party in any form. You further understand that cryptocurrency markets are highly volatile. We are not responsible for any loss in value during transit. Valuation will be based strictly on the market value at the time of receipt as determined by Us, not the time of transmission. Transit times and value may vary based on the type of cryptocurrency used, time of day, and network congestion. We accept only the cryptocurrencies and networks We designate from time to time, and We are not responsible for any loss resulting from transmission to an incorrect address, on an unsupported network, or of an unsupported asset. You represent and warrant that all cryptocurrency You transmit to Us is lawfully owned by You, is not derived from or connected to any unlawful activity, and is not sent from or through any wallet, exchange, mixer, or jurisdiction subject to sanctions administered by the Office of Foreign Assets Control. We may require documentation of the source of any funds and may reject, freeze, return, or report any deposit at Our sole discretion.

From time to time, We may offer different PM plan options. If You wish to switch plans, You must submit a written request and pay the full Activation Fee associated with the new plan. Plan changes are subject to Our approval and are not guaranteed. Not all merchants will qualify for new or alternative plans.

EXCLUDED MERCHANTS AND ACTIVITIES

We provide Services to lawful businesses. It is Our corporate policy not to knowingly provide Services for any person or organization whose use of the Services involves or pertains to any activity which is illegal under U.S. federal law or under the law of any state or jurisdiction in which You or Your customers are located ("Excluded Activities"). Excluded Activities also include:

• Any business or activity prohibited by any sponsoring or processing financial institution, Participating Institution, payment network, or vendor We use, or which any such party directs Us to decline or discontinue
• Any person or entity subject to sanctions administered by the Office of Foreign Assets Control, located in a sanctioned jurisdiction, or owned or controlled by any such person or entity
• Any shell entity, or any business formed or operated for the purpose of concealing the identity of its true owners or the source or destination of funds
• Any business We believe may directly compete with Our Services

We reserve the right to reject any proposed Merchant account, and to suspend or immediately terminate any existing Merchant account without notice and without liability to Us or Our Resellers, where We determine in Our sole discretion that the Merchant is engaged in an Excluded Activity, that continued processing presents an unacceptable legal, regulatory, reputational, or financial risk to Us or to any financial institution or vendor We use, or that the Merchant has misrepresented the nature of its business.

You represent and warrant on a continuing basis that Your business and every transaction You submit are lawful in every jurisdiction in which You and Your customers operate, that You hold every license, registration, and permit required for Your business, and that You will provide proof of the same upon request. You agree to notify Us in writing before any material change to Your business type, products, services, or ownership. Legality under federal law alone is not sufficient where Your activity is prohibited in a state in which You or Your customers are located.

We may publish from time to time a list of businesses and activities We include within the scope of Excluded Activities, and may add to, remove from, or modify that list at any time without notice to You.

BANK ACCOUNT REFERRAL AND INTRODUCTION SERVICE

PROCESSING SERVICES

Definitions: The following terms used shall have the meaning identified below:

• "Services" shall mean the Green.Money™ Gateway and all related products, software, and interfaces We make available to You.
• "Transaction" shall mean any bank debit, credit, or other item submitted by You through the Services.

Deposit Services Requirements: All Transactions submitted electronically by You through use of the Services shall be subject to the following requirements:

• The Transaction will not be submitted through the Services more than once;
• All Transactions will conform to the requirements of Your deposit agreement with Your financial institution;
• All Transactions will conform to the requirements of Check 21 and all other applicable laws, regulations, and clearing rules;
• You shall review and validate the accuracy and completeness of the data being captured, including but not limited to the amount of the Transaction, the routing and account numbers, and the identity of Your customer;
• You shall retain the authorization supporting each Transaction in accordance with the section titled DEBIT AUTHORIZATION;
• All Transactions over Twenty Five Thousand Dollars ($25,000.00) require a live or digital signature from Your customer.

Your Liability: You shall be solely liable and responsible for all damages, losses, expenses, and claims arising from any of the following:

• Duplication of images of Transactions submitted using the Services;
• Alteration of images of Transactions submitted using the Services;
• Inaccurate or incomplete data captured from or entered in connection with any Transaction;
• Submission of Transactions on accounts with insufficient funds, or that are counterfeit or fraudulent, or that bear unauthorized or forged signatures or endorsements;
• Submission of any Transaction that is not supported by a valid, unrevoked authorization;
• Acts of fraud, negligence, or willful misconduct committed by You or by Your employees, agents, subcontractors, or Authorized Users in connection with the Services;
• Any failure by You to comply with this Agreement or with applicable law.

You shall defend, indemnify, and hold harmless Green.Money™ (Green By Phone, Inc.), its subsidiaries and affiliates, and its and their respective officers, directors, agents, employees, independent contractors, and suppliers from any and all damages, losses, expenses, and claims, including reasonable attorneys' fees, arising from or relating to the foregoing, except to the extent finally determined to have been caused by Our gross negligence or willful misconduct. This section survives termination of this Agreement.

END USER DATA

If You use any third party system, service, provider, or platform to obtain, capture, store, transmit, tokenize, or otherwise handle sensitive end user data, including but not limited to routing and account numbers, account credentials, or personally identifiable information, You must notify Us in writing before submitting any such data through Our Gateway. You must also provide written approval from such third party permitting the transfer of end user sensitive data to Us prior to processing that data through Our Gateway.

You represent and warrant that any such third party is authorized to collect and transfer the data in question, maintains commercially reasonable administrative, technical, and physical safeguards to protect it, and complies with all applicable laws and regulations governing its collection, storage, and transmission. You further represent and warrant that You have obtained all consents and authorizations required from each end user before any data is transferred to Us. Upon Our request, You shall provide documentation evidencing the foregoing.

At Our discretion, We may decline to accept transactions from any such source, may require that You discontinue use of any third party, and may decline Your request for a merchant account.

Failure to report this type of pass-through end user data may result in immediate merchant account closure. You are solely responsible for the acts and omissions of any third party You use, and You shall defend, indemnify, and hold Us harmless from any claim, loss, expense, fine, penalty, or damage, including reasonable attorneys' fees, arising from or relating to any third party's handling of end user data or from any unauthorized access to or disclosure of such data, except to the extent finally determined to have been caused by Our gross negligence or willful misconduct. This section survives termination of this Agreement.

FOURTEEN DAY RULE

We reserve the right, in Our sole discretion, to delete any item that remains unprocessed for any reason after Fourteen (14) calendar days from the date specified on the item. This provision applies to all transaction types, including but not limited to debits, credits, bill payments, and similar items. This rule does not apply to properly submitted post-dated transactions, which shall be processed according to their scheduled dates.

An item that is deleted will not be processed, no funds will be moved, and We will have no further obligation with respect to that item. You remain solely responsible for collecting any amount owed to You by Your customer and for re-submitting the item if You still wish it to be processed, subject to obtaining a valid authorization. We do not provide any notice, alert, or indication that an item is approaching the fourteen (14) day period, and no such notice will be given. We may, but are not required to, notify You that an item has been deleted. You are solely responsible for reviewing Your unprocessed items and taking action before the period expires. We shall have no liability to You or to any third party for any loss, damage, expense, or lost profit arising from the deletion of any item under this section.

API ACCESS

Your access to and use of Our API, plugins, widgets, sample code, documentation, and any ancillary software is governed by the license set forth in the section titled LICENSE, ACCESS AND INTERFERENCE. We may issue You one or more API keys, tokens, or credentials, which are Credentials as defined in the section titled PASSWORD AND SECURITY and which may not be shared with, transferred to, or used by any third party without Our prior written consent.

You understand and agree that We are not required to assist You with anything on Your website, Your system, in any of Your development, or in any third-party development that You may undertake when using Our Services or API. If We assist You in any project, including E-Commerce and third-party applications, You agree to defend, indemnify, and hold Us harmless from any claim, loss, expense, or damage, including reasonable attorneys' fees, arising from or relating to that assistance, except to the extent finally determined to have been caused by Our gross negligence or willful misconduct. You are solely responsible for making sure that a separate, competent developer inspects all of the work. Any advice or programming assistance offered or developed by Our team, and any use of Our plugins, widgets, sample code, or ancillary software, is provided AS IS and WITHOUT WARRANTY OF ANY KIND, as further described in the section titled EXCLUSIONS OF WARRANTIES.

We may modify, update, version, deprecate, or discontinue any part of the API at any time. We will use commercially reasonable efforts to provide advance notice of any change that We expect to be breaking, but We are not obligated to maintain backward compatibility, and You are solely responsible for testing, maintaining, and updating Your integration. We are not liable for any loss, failed transaction, interruption, or expense arising from Your failure to do so.

We may impose limits on the volume, frequency, or manner of Your API requests, and may throttle, suspend, or revoke API access without notice where We determine that Your usage is excessive, abusive, insecure, degrades performance for others, or violates this Agreement.

We do not grant You a license to use Our logo or name in any of Your work or projects without express written consent from Us.

REFUNDABLE DEPOSIT

A minimum refundable deposit of One Hundred Fifty Dollars ($150.00) is required for all active merchant accounts. We reserve the right to increase or decrease the required deposit amount at any time based on Your processing volume, account activity, return history, or underwriting profile, and to require that any increase be funded within ten (10) Business Days of Our request. Failure to fund a required increase may result in suspension or termination of Your account.

The deposit is refundable only upon Your written request submitted by email or mail, and only if, at the time of the request, Your account has been open and active with Us for at least twelve (12) months and no fees, charges, returned items, adjustments, collection costs, or other amounts owed to Us remain unpaid. We do not return deposits automatically. No refund will be issued absent a written request from You.

If Your account remains open and active at the time of Your request, We will process approved refunds within sixty (60) calendar days of receipt. If Your account has been cancelled or terminated, We will process approved refunds within one hundred eighty (180) calendar days of receipt, which period allows for returned items, adjustments, and other amounts that may arise after closure. Any refund will be net of all outstanding balances, fees, returned items, adjustments, and collection costs associated with Your account.

Merchants who complete twelve (12) months in good standing may request return of the deposit and continue processing without interruption. Return of the deposit does not affect Your account status, pricing, or eligibility to continue using the Service.

If You terminate Your account before completion of the initial term, or if We terminate Your account before completion of the initial term for Your breach of this Agreement, or if at any time We terminate Your account for fraud, for excessive returns, or with amounts owed to Us outstanding, the deposit shall be forfeited in full and shall not be refunded.

Deposits are not held in trust or in a segregated account and do not earn interest. We may apply the deposit against any amount You owe Us at any time without prior notice. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

RETURNS

You are solely responsible for all information and entries submitted by You or Your customers. In the event an item is returned unpaid, You may report the return to Us through Our designated online portal, within thirty (30) days of the return, to request a possible credit of the transaction fee previously charged by Us on that item. Requests not submitted within thirty (30) days are waived. If the request is approved, the applicable fee may be credited to Your merchant account. Such credits are account credits only and may be applied toward future fees. Under no circumstances will the credit be refunded to Your bank account or to any payment method used, exchanged for cash, or transferred to any other account.

To qualify for a fee credit, You must comply with all rules and procedures set forth on Our gateway or in Our Terms and Conditions. We will not issue a fee credit for any submission that fails to meet these requirements. Submissions made via email or mail will not be accepted. Transactions in an amount greater than Twenty Five Thousand Dollars ($25,000.00) are not eligible for a fee credit under any circumstances. Approval of any credit is in Our sole discretion, and We may decline to issue credits, or limit the number or amount of credits available to You, based on Your return rate, account activity, or risk profile. Any unused credit expires and has no value upon termination or closure of Your account.

We do not reimburse or credit any fees charged to You by Your financial institution related to returned items. You are solely responsible for all such fees. Additionally, You are solely responsible for recovering any amounts owed to You by Your customer in connection with a return, including but not limited to collection costs, bank fees, or any other related charges.

By using Our services, You hereby release, discharge, and agree not to bring any claim against Us, Our subsidiaries and affiliates, and Our and their respective officers, directors, agents, employees, suppliers, and independent contractors, for any and all claims, demands, losses, or damages (whether actual or consequential) arising out of or related in any way to a returned or unpaid item.

RESERVE

IF YOU ARE NOT INFORMED IN WRITING, EITHER BY REGULAR MAIL OR EMAIL, THAT YOU ARE REQUIRED TO HAVE A RESERVE THEN THIS PARAGRAPH DOES NOT PERTAIN TO YOU

We expressly maintain the right, and You acknowledge, understand and agree with Our absolute right, to hold a RESERVE against Your processing. In particular, We may require a reserve in an amount equal to a percentage of the total daily debits or credits processed by You, a fixed dollar amount, or such other amount as We determine.

We may add a required reserve at any time for any reason. We may lower or raise the required reserve at any time for any reason. We will notify You in writing if We require a reserve or if Your reserve is being changed, along with the reason for the change, except where We reasonably believe that immediate action is necessary to prevent loss, fraud, or a violation of law, in which case We will notify You as promptly as practicable thereafter.

We may fund and maintain the reserve by withholding amounts from settlement or deposits otherwise payable to You, by debiting any account You have designated, by set-off against any funds We hold for You, or by requiring You to remit funds directly to Us within the time We specify. Failure to fund a required reserve within the time specified may result in suspension or termination of Your account.

Reserve funds are not held in trust or in a segregated account, do not earn interest, and remain Our property to the extent applied against amounts owed to Us. We may apply reserve funds at any time, without prior notice, against any amount You owe Us, including fees, returned items, chargebacks, adjustments, losses, collection costs, and liquidated damages.

We may hold amounts in reserve for up to three hundred sixty five (365) days following the later of the date Your account is closed or the date of Your final processed transaction. Any balance remaining after that period, and after satisfaction of all amounts owed to Us, will be released to You upon Your written request.

You grant Us a security interest in, and a lien upon, the reserve, all funds We hold for You, all settlement and deposit amounts payable to You, and all proceeds of the foregoing, to secure all sums due and owing to Us under this Agreement, whether now existing or hereafter arising. You authorize Us to file any financing statement or other document We deem necessary or appropriate to perfect that security interest, and You agree to execute any document We reasonably request for that purpose. You appoint Us as Your attorney-in-fact, coupled with an interest, to execute and file any such document on Your behalf. This section survives termination of this Agreement.

RISK MANAGEMENT POOL (RMP)

All merchant accounts designated as part of Our Risk Management Pool ("RMP") are subject to the terms set forth herein. You acknowledge, understand, and agree that the RMP is not a reserve account, is not a deposit, is not an escrow, and does not represent funds held for Your benefit or on Your behalf. RMP fees are fully earned by Us at the time they are charged, in consideration of the elevated risk We assume by approving and maintaining Your merchant account, and You have no ownership interest in, claim to, or right of recovery against any amount charged as an RMP fee.

We may impose an RMP requirement on Your merchant account at any time and for any reason, without prior notice, and may increase, decrease, or remove that requirement at any time. You expressly acknowledge and agree that We have the absolute right to assess RMP-related fees against Your prepaid balance, charge Your credit or debit card on file, or collect such fees from Your bank account by any means authorized under the section titled SERVICE FEES AND ADDITIONAL CHARGES. RMP fees may include, without limitation, a percentage of the total daily batch amount of bank debits processed by You.

RMP FEES ARE NON-REFUNDABLE UNDER ANY CIRCUMSTANCES. RMP fees have no cash value, are not creditable toward any other fee or obligation, are not transferable to any other account, and will not be returned, refunded, credited, offset, or applied to any purpose, in whole or in part, upon suspension, termination, closure of Your account, or for any other reason. No RMP fee is contingent upon Your processing volume, Your return rate, the absence of losses, the duration of Your account, or any other outcome. You acknowledge that the RMP fee compensates Us for risk assumed at the time of assessment, and that Our assumption of that risk is complete when the fee is charged regardless of whether any loss occurs.

THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

ALTERATIONS AND AMENDMENTS

This Agreement, applicable fees, and service charges may be altered or amended by Us from time to time. We will provide notice of any amendment by posting the revised Agreement on Our website with an updated effective date, and We may in addition provide notice by email, by statement message, or by posting to Your online account. Any amendment that materially increases Your fees or materially increases Your obligations will take effect no earlier than thirty (30) days after notice is given, except where a shorter period is required to comply with applicable law, a court or regulatory order, a payment network or clearing rule, or a requirement imposed by a financial institution or vendor We use, or where We reasonably believe immediate action is necessary to prevent loss, fraud, or a violation of law. All other amendments take effect upon posting.

It is Your responsibility to review the Agreement periodically and to stay informed of any changes. Your continued use of the Service after the effective date of an amendment constitutes Your acceptance of that amendment. If You do not agree to an amendment, Your sole remedy is to close Your account in accordance with the section titled ANNUAL RENEWAL before the amendment takes effect, and closure does not relieve You of any obligation incurred before closure.

We may from time to time revise or update the applications, services, and related materials, which may render prior versions obsolete. We may limit access to Our more recent revisions and updates and may discontinue support for prior versions, as further described in the section titled API ACCESS.

You authorize Us to send or provide by electronic communication (including posting a notice to the Website) any notice, communication, amendment or replacement to the Agreement, or disclosure required to be provided orally or in writing to You. You agree to receive any electronic communication provided to You and will not attempt to avoid receiving any such communication. You are deemed to have received any electronic communication provided to You when it is made available to You. You agree to maintain a current and working email address on file with Us at all times, and You acknowledge that failure to do so does not excuse Your receipt of any notice.

ADDRESS OR BANKING CHANGES

It is Your sole responsibility to ensure that the contact information in Your user profile is current and accurate. This includes, but is not limited to, name, address, phone number(s), and e-mail address(es). Changes can be made either within the application or by contacting customer service. Any changes in Your Account should also be made in accordance with the procedures outlined on the Website. Most changes made are effective immediately, with the exception of banking and credit or debit card information, which must be reviewed and approved by Us.

To change the bank account on file, You must submit the change through Your account portal and provide a new signed Checking Account Authorization Form. Changes to banking information are not effective until reviewed and approved by Us. Until approval is complete, deposits will continue to be directed to the account previously on file, and We are not responsible for any deposit made to that account. It is Your responsibility to submit and complete any banking change sufficiently in advance of Your next scheduled deposit, as further described in Our Funds Availability and Deposit Timing Policy.

We may verify any requested change by any means We deem appropriate, including contacting You at a telephone number or email address previously on file, requesting documentation, or requiring verification of the new account. We may delay, decline, or reverse any change We are unable to verify or that We believe may be fraudulent or unauthorized, and We shall have no liability to You for doing so. You agree that any change requested through Your account credentials is deemed authorized by You.

You must notify Us in writing before any material change to Your business name, entity type, ownership, control, products, services, or business model. We may require updated documentation, may re-underwrite Your account, and may suspend or terminate Your account if the change is not acceptable to Us.

The Service is not responsible for any payment processing errors, misdirected deposits, or fees incurred if You do not provide accurate account or contact information, or if You fail to complete a requested change before Your next scheduled deposit.

SERVICE TERMINATION, CANCELLATION, OR SUSPENSION

We may temporarily suspend or completely terminate Your merchant account, at any time, for any reason, with or without notice to You. We may do so without any advance warning.

In the event You wish to cancel the Service, You must give an advance thirty (30) day notice. You may do so via one of the following:

• Write us at:
• Green By Phone, Inc.
• 4250 Keith Bridge Rd, Ste 200
• Cumming, GA 30041
• By email to: [email protected]

Cancellation under this section does not avoid automatic renewal unless notice is given within the period required by the section titled ANNUAL RENEWAL, and does not relieve You of any liquidated damages, deposit forfeiture, or other obligation set forth in that section or in the section titled REFUNDABLE DEPOSIT.

Any payment(s) the Service has already earned or processed before the requested cancellation date will be completed by the Service. The Service may terminate or suspend Service to You at any time. Neither termination nor suspension shall affect Your liability or obligations under this Agreement. Upon termination or suspension, We may cease processing immediately, decline or delete any pending or unprocessed item, hold funds in accordance with the sections titled RESERVE and REFUNDABLE DEPOSIT, and apply any funds We hold against amounts You owe Us. All amounts owed to Us become immediately due and payable upon termination.

We may suspend or terminate Service to You after Six (6) months of inactivity or Four (4) consecutive days of failed charges (if You are billed via credit card and the card fails continuously for four (4) straight days).

Upon termination, cancellation, or suspension of Service, Your access to the Website and Your account portal may be disabled immediately, and We are not obligated to provide account history, reports, or customer information, and any such information We do provide may be subject to a research fee. It is Your sole responsibility to gather, export, and maintain Your data prior to any termination, cancellation, or suspension. Notwithstanding the foregoing, upon Your written request and payment of any applicable research fee, We will make available to You any records We have requested from You, and any authorization records You are required to retain under the section titled DEBIT AUTHORIZATION, in each case to the extent such records are in Our possession.

If You close Your account and later decide to reopen, it may be subject to new or additional documents and underwriting approval. A Reactivation Fee applies as set forth in the section titled SERVICE FEES AND ADDITIONAL CHARGES.

INFORMATION AUTHORIZATION

You agree that the information You provide to the Service can go through a verification process. You agree that the Service reserves the right to obtain financial information regarding Your Payment Account from Your financial institution (for example, to resolve payment posting problems or for verification). In addition, You agree that the Service reserves the right to request a review of Your credit rating at its own expense through an authorized bureau, and to obtain identity verification, criminal background, sanctions, watchlist, and other risk and compliance screening reports concerning You and any owner, officer, principal, or authorized signer of Your business. You authorize each such person to be screened. You represent and warrant that You have obtained from each owner, officer, principal, and authorized signer identified in Your application a written authorization permitting Us and Our vendors to obtain consumer reports, background reports, and screening reports concerning that individual, and that You will provide a copy of each such authorization upon Our request.

You agree that We may perform the verifications and reviews described in this section at any time, on a recurring basis, and for as long as Your account remains open and thereafter as necessary to resolve any claim, dispute, or investigation. Your authorization is continuing and does not expire upon approval of Your account.

You agree that We may contact any customer You enter into the system to verbally verify Your right to process a payment from their bank or financial account. You agree that We may contact any of Your customers or Your financial institution to discuss any transaction of any amount if We feel there is a reason to investigate any check that You or Your customer entered for payment. We do this to protect consumers and banks from possible fraudulent activity. You agree not to interfere with, discourage, or attempt to influence any such contact or any response given to Us.

You agree that We may validate by text message, telephone, email, or any other means necessary any device or account used to make a payment. You represent and warrant that You have obtained from each of Your customers all consents required by applicable law for Us to contact them by telephone, text message, or email in connection with a transaction, and You shall defend, indemnify, and hold Us harmless from any claim arising from Your failure to do so.

You agree to provide any documentation, information, or authorization We request in connection with any verification or review under this section within three (3) Business Days, and You acknowledge that failure to do so may result in suspension or termination of Your account.

EMAIL OFFERS

From time to time, We may send You promotional offers from third parties via Our email. If You respond to such an offer by clicking a link, submitting a request, or otherwise indicating Your interest, You consent to Us sharing Your information, including but not limited to Your name, company name, phone number, and email address, with the third party so they can contact You regarding their offer.

We do not control and are not responsible for any third party, its offers, its products or services, its representations, or its handling or use of Your information once shared. Any transaction You enter into with a third party is solely between You and that third party. We make no representation, warranty, or endorsement regarding any third party or any offer, and Our transmission of an offer is not a recommendation.

We may receive compensation from a third party in connection with any offer, referral, or resulting transaction, and You consent to Our receipt and retention of that compensation without offset or accounting to You.

You may opt out of receiving promotional email from Us at any time by using the unsubscribe link in any such message or by contacting Us at [email protected]. Opting out of promotional email does not stop messages about Your account, Your transactions, this Agreement, or Our policies. Our handling of Your information is further described in Our privacy policy located at www.Green.Money/privacy.

CRIMINAL BACKGROUND CHECK

You authorize Us to perform a Nationwide Criminal Background Check during the underwriting process, before approving You as a merchant, and at any time while Your account is active. We may search Your criminal background history with or without specific cause, and You authorize Us to do so at any time for any reason.

We may also request a consumer report or background report on any owner, officer, principal, agent, authorized user, or sub-user to whom You grant access to Your merchant account or who is identified in Your application. You represent and warrant that You have obtained from each such individual a separate written authorization, provided in a document consisting solely of that authorization, permitting Us and Our vendors to obtain consumer reports and background reports concerning that individual, and that each such individual has received a copy of the document titled "A Summary of Your Rights Under the Fair Credit Reporting Act" published by the Consumer Financial Protection Bureau. You will provide copies of those authorizations to Us upon request.

Any consumer report or background report obtained under this section is used solely to evaluate and monitor Your merchant account and Our risk in providing the Service, and not for any employment purpose.

If We decline Your application, terminate Your account, or take any other adverse action based in whole or in part on information contained in a consumer report, We will notify You that such action was taken and will identify the consumer reporting agency that furnished the report, including its name, address, and telephone number. The consumer reporting agency does not make credit or approval decisions and is unable to explain why any action was taken. You have the right to obtain a free copy of the report from that agency if You request it within sixty (60) days of receiving Our notice, and the right to dispute with that agency the accuracy or completeness of any information in the report. We are not required to disclose, and do not disclose, the specific information or reasoning underlying Our decision.

A copy of "A Summary of Your Rights Under the Fair Credit Reporting Act" is available at www.Green.Money/fcra-rights and from the Consumer Financial Protection Bureau at www.consumerfinance.gov. You may request a printed copy at no charge by contacting Us at [email protected].

ON-SITE INSPECTION

You agree to permit Our representatives and agents, and any financial institution partner, sponsoring bank, processor, or regulator, to audit, visit, and inspect Your place of business, to examine and make copies of Your books of account, records, systems, and transaction documentation, and to discuss Your affairs, finances, and practices, at any time upon a minimum of forty-eight (48) hours advance notice. Where We reasonably believe that fraud, a violation of law, a material breach of this Agreement, or a risk of loss exists, or where required by a financial institution partner or regulator, We may conduct such an inspection immediately and without advance notice.

You agree to cooperate fully with any inspection, to make available any personnel, records, systems, and documentation We request, and to provide access to any location where Your business is conducted, including any third party location where Your records are held. Refusal to permit an inspection, failure to cooperate, or failure to produce requested records within the time We specify constitutes a material breach of this Agreement and may result in immediate suspension or termination of Your account, the imposition or increase of a reserve, or the withholding of funds.

Inspections conducted in the ordinary course are at Our expense. Where an inspection is prompted by Your breach of this Agreement, by an elevated return or dispute rate, by suspected fraud, or by the requirement of a financial institution partner or regulator, You shall reimburse Us for all reasonable costs and expenses incurred, including travel, personnel time at Our then-current research rate, and any third party auditor or examiner fees.

We will treat information obtained in an inspection as confidential and will use it solely to evaluate and monitor Your account, to assess Our risk, to satisfy the requirements of a financial institution partner or regulator, and to enforce this Agreement, except where disclosure is required by law, subpoena, court order, or regulatory demand.

This section survives termination of this Agreement for a period of two (2) years.

RIGHT TO AUDIT

We reserve the right to audit Your compliance with this Agreement and with all laws, regulations, and clearing rules applicable to the transactions You submit, including Check 21, Regulation CC, Regulation J, and the Uniform Commercial Code. We may conduct an audit at any time, with or without cause, and as often as We determine necessary.

If We request records or information for the purpose of an audit, You must produce the requested information within ten (10) calendar days, except where a shorter period is specified elsewhere in this Agreement, in which case the shorter period controls. Requests for transaction authorizations are governed by the three (3) Business Day requirement set forth in the section titled DEBIT AUTHORIZATION.

Failure to produce requested information within the applicable period constitutes a material breach of this Agreement and may result in immediate suspension or termination of Your account, the imposition or increase of a reserve, the withholding of funds, or a determination that any transaction for which records were not produced is unauthorized as between You and Us, in which case You shall be solely liable for it.

An audit under this section may be conducted remotely or on site. On-site audits are further governed by the section titled ON-SITE INSPECTION, including its provisions regarding notice, cooperation, cost, and confidentiality.

This section survives termination of this Agreement.

INVESTIGATING IDENTITY THEFT

When investigating possible Identity Theft or possible Fraud of any kind, We reserve the right to share Your information and information about Your transactions, Your customers, and Your account with credit reporting agencies, consumer reporting agencies, banks, financial institutions, Participating Institutions, processors, banking related services, payment networks, fraud prevention and risk databases, industry terminated merchant or blacklist databases, law enforcement, regulators, and Your customers, without limitation, to the extent We deem necessary.

We may investigate You and Your transactions at any time, including after receiving any report from a consumer, a consumer reporting agency, a financial institution, or a regulator, without the need to notify You that an investigation has been opened, and without any requirement to notify You of the results, unless required to do so by a court of law.

You agree to cooperate fully with any investigation, to respond to Our requests within the time We specify, to preserve and not to alter, conceal, or destroy any record relating to the matter under investigation, and to make Your personnel available to Us upon request. Failure to cooperate constitutes a material breach of this Agreement.

You authorize Us to report You, Your business, Your principals, and information regarding Your account and transactions to any fraud prevention database, risk database, industry terminated merchant database, or similar registry, and You acknowledge that such a report may affect Your ability to obtain payment processing or banking services in the future. You release Us, Our subsidiaries and affiliates, and Our and their respective officers, directors, agents, employees, independent contractors, and suppliers from any and all claims, demands, losses, and damages of any kind arising from or relating to any investigation conducted under this section, any disclosure or report made under this section, or any consequence of such disclosure or report, and You agree not to bring any such claim.

This section survives termination of this Agreement.

OUR VENDORS

You hereby authorize Our vendors, and any credit reporting agency or consumer reporting agency used by Our vendors, to obtain financial, credit, and background information relating to Your business and any owner, officer, or principal of Your business, for the purpose of verifying financial and corporate standing as Our vendors deem appropriate, and for the purpose of providing the services of Our vendors. You further authorize Us to transmit to Our vendors any information We have collected from You or developed about You that is necessary or appropriate for those purposes, as further described in the section titled PROFILE INFORMATION and in Our privacy policy.

The authorization requirements set forth in the section titled INFORMATION AUTHORIZATION apply to any report obtained under this section, including Your obligation to have obtained a separate written authorization from each individual concerning whom a report is obtained.

We may add, remove, or replace vendors at any time in Our sole discretion. We are not responsible for the acts or omissions of any vendor, for the accuracy or completeness of any information a vendor provides or obtains, or for any vendor's handling of information, and We make no representation or warranty regarding any vendor or its services.

This section survives termination of this Agreement.

DISPUTES

In the event of a dispute regarding the Service, You and the Service agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between You and the Service, which supersedes any proposal or prior agreement, oral or written, and any other communications between You and the Service relating to the subject matter of this Agreement. If there is a conflict between what an employee of the Service or customer service department says and the Terms of this Agreement, the Terms of this Agreement will prevail.

To the maximum extent permitted by applicable law, any controversy or claim between You and Us, or Our subsidiaries and affiliates, and Our and their respective officers, directors, and employees, arising out of or relating to this Agreement or Your use of the Website, shall be settled by binding arbitration, before a single arbitrator, in accordance with the commercial arbitration rules of JAMS, which shall administer the arbitration. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party, nor shall arbitration on a class action basis be permitted. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of either party pending the completion of arbitration. You agree that the arbitration shall take place in the United States of America, State of Georgia, Forsyth County.

Notwithstanding the foregoing, We may bring an action in any court of competent jurisdiction to collect any amount owed to Us under this Agreement, to enforce any security interest granted to Us, or to obtain injunctive relief for any actual or threatened breach of the sections titled LICENSE, ACCESS AND INTERFERENCE or END USER DATA. You consent to the exclusive jurisdiction and venue of the state and federal courts located in Forsyth County, Georgia for any such action, and waive any objection based on venue or forum non conveniens.

Any claim arising out of or relating to this Agreement or Your use of the Service must be brought within one (1) year after the claim arose. Any claim not brought within that period is permanently barred, except where a shorter period is specified elsewhere in this Agreement, in which case the shorter period controls, and except where applicable law prohibits a contractual limitation period.

In any arbitration or court action arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, including arbitration filing fees and arbitrator compensation, from the non-prevailing party.

The existence and content of any arbitration proceeding, including all filings, evidence, testimony, and the award, shall be kept confidential by both parties and their counsel, except as necessary to enforce the award, to comply with applicable law, or to disclose to a party's auditors, insurers, or professional advisors under a duty of confidentiality.

This section survives termination of this Agreement.

Both are already in the version above. Here it is again as the final text:

NO WAIVER

The Service shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by an authorized officer of the Service. No delay or omission on the part of the Service in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions. No course of dealing, course of performance, or failure to enforce any provision of this Agreement shall be construed as a waiver of that provision or of Our right to enforce it at any time. Our acceptance of any partial payment, or of any payment bearing a notation such as "payment in full," "in full satisfaction," or words of similar effect, shall not constitute an accord and satisfaction or a waiver of Our right to recover the balance owed, and We may accept any such payment without prejudice to any right or remedy.

ASSIGNMENT

You may not assign, transfer, or delegate this Agreement, or any right or obligation under it, whether voluntarily, by operation of law, or otherwise, without Our prior written consent, which We may withhold in Our sole discretion. Any change in control of Your business, including any sale, merger, consolidation, reorganization, or transfer of fifty percent (50%) or more of Your equity or voting interests, shall be deemed an assignment for purposes of this section. Any attempted assignment without Our consent is void and constitutes a material breach of this Agreement.

We may assign, transfer, or delegate this Agreement, or any right or obligation under it, in whole or in part, at any time and without notice to You or Your consent, to any parent, subsidiary, or affiliated company, to any successor in interest, to any acquirer of all or substantially all of Our assets, equity, or business, whether by sale, merger, consolidation, reorganization, or otherwise, to any lender or secured party in connection with a financing, or to any other third party. We may also assign or delegate certain of Our rights and responsibilities under this Agreement to independent contractors, vendors, or other third parties.

This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

CAPTIONS

The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement, provided that references in this Agreement to a section by its caption shall be given effect and shall refer to the section bearing that caption.

TAXES

You are responsible for paying any taxes that may be assessed or otherwise due in connection with any transactions or purchases You make through Us or the Website, and for determining, collecting, reporting, and remitting all taxes arising from Your sales to Your customers. We are not responsible for determining whether any tax applies to Your business or Your transactions.

All fees and charges set forth in this Agreement are exclusive of any sales, use, excise, gross receipts, value added, transaction privilege, telecommunications, or similar taxes, levies, duties, or governmental assessments now or hereafter imposed on the Service or on the fees We charge, other than taxes on Our net income. If any such tax is or becomes applicable, We may add it to Your invoice or collect it by any means authorized under the section titled SERVICE FEES AND ADDITIONAL CHARGES, and You shall pay it in addition to the fees otherwise due. If We are required to pay or collect any such tax on Your behalf, You shall reimburse Us in full, including any interest and penalties assessed.

If You claim exemption from any tax, You must provide Us with a valid exemption certificate or other documentation satisfactory to Us before the exemption will be applied. You shall indemnify Us for any tax, interest, or penalty assessed as a result of an exemption claim that is later determined to be invalid.

You are solely responsible for any information reporting obligations arising from Your business. We may report amounts paid to You or collected from You to any taxing authority as required by applicable law, and You shall provide Us with a completed Form W-9 or other tax documentation upon request. Failure to provide requested tax documentation may result in suspension of Your account or withholding as required by law.

This section survives termination of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws provisions, except that in underlying transactions involving commerce, the enforcement of the arbitration provision set forth in the section titled DISPUTES shall be governed by the Federal Arbitration Act. The parties further agree that this Agreement shall be deemed to have been negotiated, entered into, executed and performed for all purposes within the State of Georgia.

For any claim, action, or proceeding not subject to arbitration under the section titled DISPUTES, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Forsyth County, Georgia, and each party waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE RELATIONSHIP BETWEEN THE PARTIES.

Either party's failure to act with respect to a breach does not waive the non-breaching party's right to act with respect to subsequent or similar breaches, as further provided in the section titled NO WAIVER.

INDEMNITY

You agree to indemnify, defend and hold Us, Our subsidiaries and affiliates and each of Our and their respective officers, directors, agents, employees, independent contractors and suppliers, harmless from any claim, demand, action, cost and expense, including reasonable legal fees, due to or arising out of the following events: (i) Your giving Us any information which is inaccurate; (ii) Your breach of any warranty, representation or other obligation set forth in this Agreement; (iii) Your negligence or willful misconduct; (iv) Your violation of any law, regulation or right of any third party; (v) any dispute or action between You and any third party, including parties selling goods or services through this Website; (vi) Your use of this Website or the products or services of Us or any third party; (vii) any transaction submitted by You that was not supported by a valid, unrevoked authorization, or for which You failed to produce an authorization upon request; and (viii) the acts or omissions of any third party You engage or through which You obtain, store, or transmit data, except for claims finally determined to have resulted solely from Our gross negligence or willful misconduct.

We will notify You of any claim for which We seek indemnification, provided that Our failure or delay in doing so does not relieve You of Your obligations except to the extent You are materially prejudiced. We may, at Our election, control the defense of any such claim with counsel of Our choosing at Your expense, or tender the defense to You. You may not settle or compromise any claim in a manner that imposes any obligation or liability on Us, admits fault on Our part, or requires any payment or act by Us, without Our prior written consent. You shall cooperate fully with Us in the defense of any claim.

This section survives termination of this Agreement.

RELEASE AND COVENANT NOT TO SUE

To the maximum extent permitted by applicable law, You hereby release, and agree and covenant not to sue, Us, Our subsidiaries and affiliates, and Our and their respective officers, directors, agents, employees, suppliers and independent contractors, from or in connection with any and all claims, demands and damages (actual and consequential) of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with the Website, the Service, Your merchant account, any transaction processed or declined, or Your use of any of the foregoing, other than for Our gross negligence or willful misconduct.

You acknowledge that this release extends to claims You do not know or suspect to exist at the time of this Agreement, and that You intend to release such claims. You waive the benefit of any statute, rule, or common law principle that would otherwise limit the effect of a general release to claims known at the time of release. If You are a California resident, You hereby waive California Civil Code Section 1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If You are a resident of any other state having a similar statute or rule, You waive it to the same extent.

This section survives termination of this Agreement.

SEVERABILITY

The invalidity of any portion of this Agreement will not affect the validity of any other provision and any such finding of invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event that any provision of this Agreement is held to be invalid or unenforceable, the parties agree that the remaining provisions will be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. It is expressly understood, however, that the parties hereto intend each and every provision of this Agreement to be valid and enforceable and hereby knowingly waive all rights to object to any provision of this Agreement to the full extent permitted by law. Accordingly, if any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision(s) will, rather than be stricken in their entirety, be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Notwithstanding the foregoing, if the provision in the section titled DISPUTES prohibiting arbitration on a class, collective, consolidated, or representative basis is found to be invalid or unenforceable as to any claim, then the agreement to arbitrate set forth in that section shall be null and void as to that claim, and that claim shall instead be resolved in a court of competent jurisdiction in accordance with the section titled GOVERNING LAW. The remainder of this Agreement, including the waiver of trial by jury, shall remain in full force and effect.

ENTIRE AGREEMENT

Except as otherwise provided, this Agreement, together with Your merchant application, any pricing or fee schedule provided to You, Our privacy policy, Our Funds Availability and Deposit Timing Policy, any authorization forms You have signed, and any other document expressly incorporated by reference into this Agreement, contains the entire agreement of the parties relating to its subject matter and supersedes any prior or contemporaneous agreements, negotiations, correspondence, understandings or communications, whether oral or written, including any representation made by any employee, agent, reseller, or independent sales organization.

In the event of a conflict among these documents, the following order of precedence applies: first, any written amendment or addendum signed by an authorized officer of the Service that expressly states it modifies this Agreement; second, this Agreement; third, any pricing or fee schedule provided to You; and fourth, all other documents referenced above. No provision of any document You provide to Us, including any purchase order, vendor form, or terms attached to Your own agreements, shall modify this Agreement, regardless of whether We sign or acknowledge it.

If at any time You choose not to accept the Terms of this Agreement, You will not have authorized access or authority to use the Website or the Service. This Agreement applies to Your use of this Website, the Service, and any other site, application, or service that We may own or operate in the future, unless such site, application, or service provides otherwise.

CHOICE OF LANGUAGE

The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto including notices, have been and shall be drawn up in the English language only. If this Agreement or any related document is translated into any other language, whether by Us, by You, or by any third party, the English language version shall control in all respects, and any translation is provided for convenience only and shall have no legal effect. You represent that You have read and understand this Agreement in English, or that You have obtained a translation or interpretation sufficient for You to understand it, and You waive any defense based on Your inability to read or understand the English language.

ACKNOWLEDGMENT

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WE OR ANY OF OUR LICENSORS, AFFILIATES, OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF), ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE SOFTWARE OR THE SERVICE, IN EACH CASE SUBJECT TO AND AS LIMITED BY THE SECTION TITLED LIMITATION OF LIABILITY, WHICH GOVERNS IN THE EVENT OF ANY CONFLICT.

BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, BY SIGNING IT, OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT, THAT YOU HAVE HAD THE OPPORTUNITY TO REVIEW IT WITH COUNSEL OF YOUR CHOOSING, THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS, AND THAT YOU ARE DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS IDENTIFIED IN YOUR APPLICATION.

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DIGITAL INDEPENDENT SALES ORGANIZATION (ISO) AGREEMENT
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PLEASE READ THE TERMS AND CONDITIONS OF SERVICE FOR ALL ISO's (THE "ISO AGREEMENT" or "AGREEMENT") CAREFULLY PRIOR TO YOUR USE OF THIS WEB SITE OR GREEN BY PHONE, INC. SERVICES.

BY UTILIZING THE SITE, YOU (“YOU” or “YOUR” or "ISO" or "RESELLER") HEREBY AGREE TO BE LEGALLY BOUND BY THIS ISO AGREEMENT WHICH INCORPORATES BY REFERENCE THE PRIVACY POLICY POSTED ON THE WEB SITE, AS SUCH DOCUMENTS ARE AMENDED FROM TIME TO TIME. [www.green.money/privacy] IF YOU DO NOT FIND THAT THIS ISO AGREEMENT IS ACCEPTABLE AND ARE UNWILLING TO BE BOUND BY IT, PLEASE DO NOT USE THE SITE, ENTER ANY INFORMATION ABOUT YOURSELF, OR TRANSACT ANY BUSINESS THROUGH THIS SITE.  IF YOU USE THE SITE, ENTER INFORMATION ABOUT YOURSELF, AND/OR TRANSACT ANY BUSINESS THROUGH THIS SITE, YOU WILL BE DEEMED TO HAVE ACCEPTED THIS ISO AGREEMENT IN ITS ENTIRETY AND WITHOUT EXCEPTION.  THIS ISO AGREEMENT IS ALSO INTENDED TO SUPERSEDE ANY OTHER ISO AGREEMENT BETWEEN YOU AND US. ANY CONFLICT BETWEEN THIS ISO AGREEMENT AND ANY OTHER AGREEMENT SHALL BE RESOLVED IN FAVOR OF THIS ISO AGREEMENT, WHICH SHALL CONTROL.

Green By Phone, Inc. (referred to as "We" or "Us" or “Uur”) is the owner and operator of this website (the "Website" or “Service”) and the materials and services provided thereon. By using the Service, You acknowledge that You have been advised that We are not a bank or financial institution of any kind and that We are not in the banking business.

PURPOSE
This Agreement provides the terms and conditions that govern the relationship between Us and You, the reseller, in relation to Our merchant check processing service reseller program. Under this program, We provide commissions based on processing by merchants that You have referred.

COMMISSIONS
You will earn a thirty percent (30%) commission on all monthly and per transaction fees, excluding monthly minimum fees, any reserve or risk management pool (RMP) fee, refundable deposits, and any maintenance fees, respectively, collected from each merchant account referred by You. This commission is ongoing, provided that You refer at least one (1) new qualifying, approved merchant every three (3) months (computed on a rolling basis). Commission payments may be paid out daily, weekly, or monthly at Our discretion and may be in arrears for up to one hundred and twenty (120) days. The minimum commission payout is Two Hundred Dollars ($200). Commissions will not be paid out until You reach this minimum level. We reserve the right to suspend commission payments if We receive any subpoena from a local, state, or federal authority, or in the event of a known fraud, whether committed by You or a merchant referred by You.

QUALIFYING MERCHANTS
A qualifying merchant must process at least Ten Thousand Dollars ($10,000) per month. We reserve the right to approve or disapprove any merchant referred by You.

REDUCTION IN COMMISSION RATE
If You fail to refer at least one (1) new qualifying, approved merchant every three (3) months, We will reduce Your commission to fifteen percent (15%) across all merchant accounts, including previously approved ones.

ADJUSTMENT OF OLDER MERCHANT ACCOUNTS

Any merchant accounts earning more than a thirty percent (30%) commission will automatically be adjusted, as hereinabove set forth, to the thirty percent (30%) or fifteen percent (15%) commission level, respectively.

ADDRESS OR BANKING CHANGES
It is Your sole responsibility to ensure that the contact information in Your ISO profile is current and accurate. This includes, but is not limited to, name, address, phone number(s), e-mail address(es), and bank account. Changes can be made either within the application or by contacting customer service. Any changes in Your account should also be made in accordance with the procedures outlined on the Website. Most changes made are effective immediately, with exception of banking information, which must be reviewed and approved. The Service is not responsible for any errors incurred if You do not provide accurate account or contact information.

INDEMNITY
You agree to indemnify, defend and hold Us, Our subsidiaries and affiliates and each of Our and their respective officers, directors, agents, employees, independent contractors and suppliers, harmless from any claim, demand, action, cost and expense, including reasonable legal fees, due to or arising out of the following events: (i) Your giving Us any information which is inaccurate; (ii) Your breach of any warranty, representation or other obligation set forth in this Agreement; (iii) Your negligence or willful misconduct; (iv) Your violation of any law, regulation or right of any third party; (v) any dispute or action between You and any third party, including parties selling goods or services through this Website; and (vi) Your use of this Website or the products or services of Us or any third party, except for claims resulting solely from Our negligence or willful misconduct.

CONFIDENTIALITY
You agree to keep all Confidential Information You learn about Us and Our operations confidential indefinitely. “Confidential Information” shall include, without limitation, all technical and non-technical data; compilations, programs and methods, techniques, drawings, and processes; financial data; actual and prospective lists and information of and documents relating to merchants, suppliers, and clients and customers of Ours; services and cost and price strategies and structures; methods and procedures related to sales, service, operation of Ours, in each instance, whether or not received from Us or from any actual or prospective client, customer, or supplier of Ours, or from any person with a business relationship, whether contractual or otherwise, with Us. The term “Confidential Information” shall not include any information that You can prove: (i) was known or independently developed by You prior to the time of receipt from Us or as a result of our relationship, as long as such information was not acquired, either directly or indirectly, from Us; (ii) is or becomes publicly known through no direct or indirect act, fault, or omission of Yours; (iii) is or becomes part of the public domain through no direct or indirect act, fault or omission of Yours; or (iv) was received by You from a third party having the legal right to transmit the same without restriction as to use and disclosure and such receipt was not in connection with any business relationship or prospective business relationship with Us; provided, however, that a combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or otherwise within such exceptions, as previously described, unless the combination itself is in the public domain or otherwise entirely within any one such exception.

NON-COMPETITION AND NON-SOLICITATION

During the term of this ISO Agreement and for a period of five (5) years after its termination, You will not engage in any business activities that compete with Us nor solicit Our employees or contractors.

TERMINATION
We may terminate this ISO Agreement at any time, with or without cause, by providing thirty (30) days' notice.

GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws provisions, except that in underlying transactions involving commerce, the enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The parties further agree that this Agreement shall be deemed to have been negotiated, entered into, executed and performed for all purposes within the State of Georgia. Either party's failure to act with respect to a breach does not waive the non-breaching party's right to act with respect to subsequent or similar breaches.

RELEASE AND COVENANT NOT TO SUE
To the maximum extent permitted by applicable law, You hereby release, agree and covenant not to sue Us, Our subsidiaries and affiliates, and Our and their respective officers, directors, agents, employees, suppliers and independent contractors, from or in connection with any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with the Website or Your use of this Website, other than for Our willful misconduct or Our failure to honor an express commitment posted on the Website (i.e., if we fail to deliver materials or information to You which you paid for). If You are a California resident, You hereby waive California Civil Code Section 1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

REPRESENTATIONS AND WARRANTIES
You confirm that You have the authority to enter this ISO Agreement and that Your performance will not infringe upon the rights of any third party or violate any laws.

INSURANCE
You will maintain adequate business insurance coverage and provide Us with proof of this coverage upon request.

AUDIT RIGHTS

We may inspect and audit Your books, records, and operations to ensure compliance with this ISO Agreement.

REMEDIES
We may seek an injunction or other equitable remedies in the event of any violation of the terms and provisions of this ISO Agreement.

FORCE MAJEURE
Neither party is responsible for failure or delay in fulfilling its obligations when caused by circumstances beyond its reasonable control.

LIMITATION OF LIABILITY
Our liability to You, whether under breach of contract, tort or otherwise, shall not exceed the lesser of Ten Thousand Dollars ($10,000) or the total commission paid to You during the twelve (12) month period immediately preceding the event giving rise to the claim.

LICENSE, ACCESS AND INTERFERENCE
The contents of this Website and the materials located thereon are protected by copyright, trademark, trade secret and other laws and are the sole and exclusive property of Us and/or other owners.  We grant You a limited, non-exclusive, revocable, non-assignable, non-sublicensable, non-transferable license to access and make business Use of the Website and the materials located thereon.  This license does not include any resale, redistribution, replication, public display, republication or similar commercial use of this Website or its contents or the materials located thereon, except as expressly provided herein or any other agreement that You have entered into with Us; any collection and use of any materials located on the Website, descriptions, or prices; any derivative use of this Website or its contents or the materials located thereon; any downloading or copying of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools.  This Website or any portion of this Website or the materials located thereon, may not be reproduced, duplicated, copied, sold, resold, visited, modified, disclosed, publicly displayed, reverse engineered, disassembled, decompiled or otherwise exploited for any similar commercial or other purpose without our express written consent or as otherwise permitted in any other agreement with Us.  You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information or materials (including images, text, page layout, or form) of Ours or of any third party on the website without Our express written consent.  You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without Our express written consent. Any unauthorized use of the Website, materials located thereon or services terminates the permission and license granted by Us.  You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Website so long as the link does not portray Us or any products or Services offered on the website in a false, misleading, derogatory, or other manner which we deem offensive.  You may not post any material or information on the Website that is false, misleading, derogatory, defamatory, obscene, harassing, violative of the law or anyone's rights or which we deem offensive.  We have the right, but not the obligation to monitor Your use or other users' postings or other use of this Website.  You may not use any logo or other proprietary graphic or trademark on the website as part of the link without Our express written permission. You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website.  You will not take any action that imposes an unreasonable or disproportionately large load on Our infrastructure.  We reserve all rights in the Website, Services and materials located thereon that are not expressly granted under this Agreement and no additional rights or licenses are granted to You by implication, estoppel, course of dealing or otherwise.

MERCHANT FREEDOM TO SWITCH
We recognize the rights of merchants to receive optimal service and to choose their ISO provider. If a merchant wishes to change from their current ISO to another ISO due to service concerns or for any other reason, We will honor that request. It is important to note that a merchant can be referred to Our services by multiple ISOs, but the commission will be attributed to the ISO chosen by the merchant. This condition is designed to encourage a high level of service from Our ISOs to the merchants They serve.

ALTERATIONS AND AMENDMENTS
This ISO Agreement may be altered or amended by the Service from time to time, with or without notice to You. It is Your sole responsibility to read and remain up to date on any changes made. Any use of the Service at any time and from time to time constitutes Your agreement to be bound by this ISO Agreement as so modified. Further, We may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, We reserve the right to terminate this ISO Agreement as to all such prior versions of the applications, services, and/or related materials and limit access to only the Service's more recent revisions and updates. You authorize Us to send or provide by electronic communication (including posting a notice to the Website) any notice, communication, amendment, or replacement to this ISO Agreement and disclosures required to be provided orally or in writing to You. You agree to receive any electronic communication provided to You and will not attempt to avoid receiving any such communication. You are deemed to have received any electronic communication provided to You when they are made available to You at the electronic mail address of record with Us.

ERRORS AND QUESTIONS
In case of errors or questions about Your commissions, You should as soon as possible notify Us via one of the following. We will not adjust commissions or commission payments beyond ninety (90) days, even if You believe You did not receive the proper payout, or even if You failed to receive the proper amount. You must notify Us of any amount You believe was in error or unpaid within the ninety (90) day window.

• Telephone us at 404-891-1450 during customer service hours;
• Write us at:

• Green By Phone, Inc.
• 4250 Keith Bridge Rd, Ste 200
• Cumming, GA 30041

Your login and use of Our portal signifies Your acceptance of these terms and conditions.