MERCHANT SERVICES AGREEMENT

We invite you to familiarize yourself with the text of the public offer, which contains all the essential terms of the INWAVE Merchant Services Agreement.

DEFINITIONS

“Payments” means payments for goods or services distributed (rendered) via Merchant’s website.
“Payouts” means any transfer of funds to the personal accounts (purses) of Clients within the payment services systems of the Operators. Personal accounts (purses) of the Operators’ payment services shall be understood as electronic money personal accounts of the Operators’ Clients or any other payment services Operators and Communications service providers. Transfer of funds for Payouts are made by the Company under the Merchant’s instructions within the Amount of security.
“Operator of payment services, Operator” means any payment service Operator, including, but not limited to: the card scheme(s), the card Issuer, the acquiring Bank, the payment processing services provider, the payment system Operator, the money transfer Operator, the electronic money Operator, the payments reception Operator, the bank payment agent, rendering services on the payments reception from the Clients in favor of the Merchant, as well as effecting payments from the Merchant to the Client which are approved by the Merchant under this Agreement.
“The Services” means the services to be provided by the Company under this Agreement.
“Client” means any person, purchasing the goods and/or services offered at the Merchant’s website.
“Amount of security” means the Merchant’s funds held by the Company to ensure compliance with obligations to implement the continuity of Payouts. The Amount of security is determined by the Merchant at his own.
“Authorization” means the procedure for requesting and subsequently receiving through an Operator the issuer’s permission for accomplishing a card transaction. The above permission contains a code (an Authorization code) that identifies each specific transaction.
“Reversal Transaction” means a transaction generated on the basis of information received from the Merchant, in order to cancel an incorrect Card transaction; a Reversal Transaction eliminates the possibility of the Client’s financial losses that are likely to occur in the course of conversion because of a difference in currency exchange rates. A Reversal Transaction is conducted provided that a Transaction is being cancelled in its entire amount.
“Holdback” means an amount of funds related to Card Payments only and held back each day for the period stipulated, to cover the payment risks arising from chargeback(s) as well as fines and costs imposed by Operators. The amount of holdback makes 10 % for 180 days.
“Confidential information” means all information, written or oral, furnished by one Party to the other, including but not limited to, financial information, techniques, processes, methodologies, schematics, ideas, analyses, performance information, user documentation, internal documentation, details of planned or current products or services, computer records or software, specifications, models, prototypes, compositions, samples or other information that is or may be either applicable to or related in any way to the business or affairs of such Party. ln addition, any information designated “Confidential” bу either party will be deemed Confidential information. Confidential information includes Proprietary information and the contents of this Agreement.

1. Introduction. Scope of Agreement

1.1. The Company agrees for a remuneration specified in this Agreement to provide the following services to the Merchant:
1.1.1. ensure the information and technical interaction and to perform other activity necessary for the collection of Clients’ payments in favor of the Merchant through the payment services Operators and for that purpose enter into agreements with the payment services Operators approved by the Merchant;
1.1.2. ensure the information and technical interaction and to perform other activity necessary for the transfer of Merchant’s funds to the payment services Operators for the Payout purposes.

2. Merchant Responsibilities

2.1 It is the Merchant’s sole responsibility to:
2.1.1 Frequently check the status of the account maintained with Company and to ensure by reviewing with similar frequency the account’s transaction history in order to ascertain if any unauthorized activity has taken place. When the Merchant suspects that unauthorized activity occurred, the suspicion should be promptly communicated to the Company.
2.1.2 Develop and maintain (including hosting arrangements of) the Merchant website ensuring its accessibility on the internet. Through the Merchant website, it should be ensured that any placed orders for products and/or services shall be properly fulfilled. The Merchant must also ensure unobstructed transmission of any transactional information to the Company’s servers and that the Merchant’s system (software and hardware) is not tainting the transmitted information in any way.
2.1.3 Ensure that the software used is updated to the latest version and that any required security updates and patches are in place.
2.1.4 Ensure that the user registration information requested at the Merchant website as well as the available payment information is always up to date.
2.1.5 Ensure that there is at least one active commercial banking relationship with a credit institution. The Company will have no bearing on this relationship and any terms and conditions set out by such a relationship will have no bearing on the Company and will be the sole responsibility of the Merchant and the credit institution(s).
2.1.6 Ensure that collection, storage and transmission of client data is performed using security policies that are in line with business best practices and which protect the privacy of client data as required by the processing of personal data (protection of individuals) Law. For using its service, the Company may review the Merchant data handling process and if deemed necessary, request that the Merchant undertake to bolster its process, within reasonable commercial limits, to further safeguard the client data and the overall security of the Company service.
2.1.7 Ensure that any information procured through the use of the Company service should only be used in conjunction with the service and in such a way that it is acceptable in accordance with the Agreement and the Company policies. The Merchant should not permit the use of such information by any other third party other than in conjunction with the service.
2.1.8 Use the Company service in accordance with the terms and conditions stipulated in the Agreement.
2.1.9 Ensure that the Merchant is up to date with any amendments to the terms and conditions of the Agreement and with any changes to the services provided by the Company from time to time.
2.1.10 Maintain the Amount of security balance necessary for the Payouts.
2.1.11 During the validity of the Agreement, maintain the Holdback in amount stipulated by the Agreement. Company shall apply a penalty in the amount of 2 (two) % for every overdue day of the unpaid Holdback amount until full replenishment of the Holdback.
2.1.12 The Merchant hereby agrees that the Company is entitled to withhold Holdback amounts/Funds defined in this Agreement to cover the payment risks arising from Chargeback(s), penalties and other payments that may occur from time to time.
2.1.13 If the Company uses the Holdback for any purpose according to this Agreement, the Merchant shall replenish the Holdback to its full amount, within 10 (ten) business days from the moment of its use by the Company, by direct payment to the Company. The Company may as well withhold any accrued sums to replenish the Holdback.
2.1.14 Not to sell goods\services of the following categories through the Merchant’s Website:
 child pornography;
 adult content;
 content that contains violence or perversions;
 drugs;
 weapons;
 activities that incite national and religious discord;
 tobacco products;
 medical products and medicines;
 activities that infringe on copyright (digital content (music, videos, and/or software), designer (branded) products, counterfeit medicines, etc.);
 timeshares;
 replicas;
 acquisition, exchange and sale of crypto currency, other analogues of virtual currencies and other quasi-cash;
 activities that may be misleading or deceiving for the buyer (goods with a short period of free testing and with no opportunity to reject the goods; delivery of the buyer’s personal data to a third party; the need for the holder’s express rejection of extra services or goods at the website; and/or fraudulent fundraising or activities that imitate provision with governmental services; or activities of a website that are thought to be conducted with celebrities’ approval or participation, etc.); and
 other goods or services whose sales via the Internet are banned, including but not limited to:
• waste generated in the process of chemical weapons destruction;
• museum objects and museum collections;
• precious stones in nuggets;
• pesticides characterized by an increased probability of a negative effect on people’s health and the environment, this probability confirmed by registration tests of pesticides and agrochemicals;
• counterfeit medical and dental devices that have not been approved by regulators or whose life has expired, such as condoms; prescription contact lenses and coloured contact lenses; intravascular catheters; implants for breasts and other body parts; devices and equipment for use by hospitals, doctors, and dentists; diagnostic kits for tests for HIV, diabetes mellitus and pregnancy, etc.;
• cyberlockers;
• modchips (devices used to bypass technical capabilities for copyright protection in many popular game devices, including game consoles, in order to run copies of licensed games and applications and proprietary programs); and
 other goods and services whose sales violate requirements of the applicable legislation.
2.1.15. To pay to the Company, within 180 (one hundred eighty) days after the Agreement cancellation or expiration date, without any right to appeal, all amounts debited from the Company’s accounts following claims made by the Operators (payment Systems and card Issuers) for transactions accomplished by the Merchant by using payment cards. The Company’s letters drafted on the basis of information on the imposition and/or debiting of fines and other withholdings which was received from the Operators will form a sufficient ground for the Company’s claim against the Merchant, which is to be paid by the Merchant within 3 (three) banking days upon being made.
2.1.16. The Merchant acknowledges and agrees that in the event of any complaint/claim from its clients to government authorities in the country of service provision (including but not limited to – law enforcement agencies, police, central bank etc.), Merchant shall be solely responsible to the client and shall resolve the matter itself so that the complaint/claim is withdrawn from such government authority within 48 hours from the date of filing.
If the complaint/claim is not withdrawn within the specified time, Merchant shall pay a penalty of US$50,000 to Company per each such complaint/claim received apart from the compensation of the real damages caused.
The Company has the right to withhold the Rolling Reserve and/or any Merchant’s payment balance this fine US$50,000

3. Company’s Responsibilities

3.1 The Company agrees (always subject to the terms and conditions of the Agreement) and is responsible to:
3.1.1 Provide the services for which the Merchant subscribes to and pays for to the Merchant;
3.1.2 Provide the Merchant with (or provide access to through the Company platform system) standardized transaction reports as well as accounting reporting tools that the Merchant can use in preparation of its accounting records.
3.1.3 Transfer the collected funds to the Merchant after withholding:
– Company’s Fees in accordance with the clause 5 hereof;
– amounts of the Company’s bank commissions (transfer fees, conversion fees);
– the Amount of security (its balance);
– amounts of Chargebacks, Holdbacks, Reversal Transactions, invalid transactions, any amounts of transactions classified as fraudulent one and any fines\costs imposed by the Operators (if any).
All Settlements hereunder shall be made in the Currency of transaction (As specified in Appendix No. 1). Merchant is entitled to specify the currency of transfer of funds by means of notification of the Company via email.
The Company shall transaction the funds to the Merchant within the time period specified in the Appendix No. 1.
3.2 The Company does not agree and it will not be bound by any representations made by employees and representatives of third parties or agents that the Merchant has used to subscribe for all or any of the Company services, nor will it be bound by any information posted on publicly available media including but not limited to its website and other electronic or hard copy brochures and leaflets.
3.3 The Company has the right and the Merchant agrees that it may at any time:
3.3.1 Amend the terms and conditions of the Agreement including any and all of its Appendixes including but not limited to vary unilaterally, if the number of rejected Authorizations exceeds 10% (ten per cent) of the total monthly number of Authorizations, the amount of the fee charged from the Merchant and/or to unilaterally discontinue Authorizations. Information on a variation in the amount of the fee or on the discontinuation of Authorizations will be communicated to the Merchant in the form of a written notice sent to the Merchant’s e-mail specified in the Agreement;
3.3.2 Change all or part of the services it offers to the Merchant under the Agreement;
3.3.3 The Merchant can choose to terminate the Agreement at any time by notifying the Company in the manner described in the Termination section of this Agreement, if it objects to the amendments in the terms and conditions and/or the changes in the services provided by the Company. The Merchant agrees that upon termination of the Agreement paid fees will not be refunded and the Company agrees that no additional fees will be charged. For clarification purposes, any fees that are still due to the Company and owed by the Merchant will remain due and the Merchant should settle them even if the Agreement has been terminated. Upon termination of the Agreement, the Company shall return all funds less any outstanding Fees due within 20 days.
3.3.4 Continued use of the services by the Merchant will be construed as acceptance of the amendments and/or changes, and the Merchant agrees to be bound by them. By continuing to use the Company’s services after any revision to this Agreement or change in Services, you agree to abide by and be bound by any such revisions or changes.
3.3.5 Unilaterally and without prior notice to the Merchant, use the Holdback (i.e. Funds held by the Company to cover any possible charge(s), penalties, fines, Chargeback(s), fees and expenses mentioned or referred to in the Agreement) and/or funds of the Merchant for the refund of the sums to a user related to the discharge of a Chargeback(s) made by a user, a card issuer, as well as upon prior notice for the purpose of fulfilment of the Merchant’s responsibility and liabilities within the framework of the Agreement (coverage of the Company’s charges and/or penalties imposed by the card organisation(s) and/or regulatory authorities).
3.3.6 Unilaterally with or without prior notification use the Holdback with the aim to:
3.3.6.1 return transaction amounts to users, including but not limited to paying commissions, fees and costs of arbitration relating to consideration and processing of Chargebacks;
3.3.6.2 pay penalties imposed by the Company and the card organizations due to the breach of their rules or regulations by the Merchant and/or place such Holdback as a guarantee for fulfilment of liabilities of the Parties;
3.3.6.3 pay the liabilities that have not been fulfilled by the Merchant in regard of the Company;
3.3.6.4 pay damages caused to the Company (including reputational) by the Merchant’s actions.
3.4 Security of transactions is paramount to the Company which has employed and will sustain adequate security systems to ensure secure transmission of Merchant’s Transactions over the internet. The security measures taken consist of encryption and firewall systems as well as intrusion prevention mechanisms. For encryption the Company will use Secure Socket Layer (SSL) technology which is considered the standard, while for the firewall system it will use a combination of hardware and software that will result in all external traffic terminating at a demilitarized firewalled zone.
3.5 The Company shall use its best efforts to prevent unauthorized access to the Merchant’s account. As long as such access is not the result of the Company’s breach of contract, negligence or willful misconduct, the Merchant will accept liability for any loss or damage resulting directly from any unauthorized access to the Merchant’s Account, which is the direct result of the Merchant’s breach of contract, negligence or willful misconduct. Merchant further acknowledges and agrees that the Company is not responsible for any other party’s servers (other than subcontractors of the Company solely to the extent the Company is liable for its own actions hereunder).
3.6 The Merchants will be entitled to the Company support services that are specific to the services they selected during the enrollment process and to any subsequent service package selected.

4. Fees

4.1. The Merchant agrees to pay the Fees as consideration for the applicable services provided by the Company to it. The payable Fees are as stipulated in the Table of Fees as provided for in the Agreement signed with the Merchant. Fees may be changed from time to time, at the sole discretion of the Company following an equivalent change in fees from any Operator used by the Company provided that the Company shall provide Merchant with notification of any such proposed changes along with the draft of a proposed addendum hereto as soon as practicable. Following receipt of the proposed addendum the Merchant shall either agree and execute the proposed draft of addendum or, if the Merchant disagrees with the proposed new fee rates, it may terminate the Agreement by notifying Company in righting or stop using any of the Services in relation to which the Merchant disagrees with increased fees. Fees may not be changed other than set out above except in writing and duly signed by both Parties.
4.2. The Merchant agrees that any fees that are due at the time the service is delivered, will be settled either immediately by the Company withholding the respective fee amount from its Client’s account.
4.3. Fees can be payable in the currency specified in Appendix No. 1. The Merchant agrees to pay all applicable sales, value added (VAT) and any other taxes relevant to the Company services or to any payments made to the Company where such relevant taxes apply. No deductions or withholding should be made to the aforesaid payments unless otherwise required by law. In such a case, the fee sum that the withholding party must pay, will be adjusted to include any such deduction or withholding, ensuring that the resulting amount the Company receives is equal to what the amount would have been, should it not have been for such a deduction or withholding being required. Unpaid balances that are overdue (where overdue means that their “pay by” date has lapsed and any additional remedial period has also lapsed), will accrue a late charge interest of 2% per month or the maximum allowed under the law, where the lesser of the two will apply. In the event that the Company cannot collect the fees due, it shall have the right to terminate the Agreement in accordance with the terms.
4.4. All fees owed by the Merchant to third parties are not subject to this Agreement and they are his/her sole responsibility.

5. Representations and Warranties

5.1. The Company represents and warrants that:
5.1.1. It possesses the necessary corporate authority to enter into and carry out the terms of this Agreement;
5.1.2. Its executive officers, board of directors and shareholders have taken all the necessary corporate actions for the performance of the Company’s obligations stemming from this Agreement.
5.1.3. It is in compliance with all applicable laws, orders and regulations of all governmental or other public or regulatory authorities with jurisdiction over it, as well as the rules of the international payment systems and best practice data security standards, including but not limited Payment Card Industry Data Security Standards.
5.1.4. The receipt and use of the Services provided by Company to Merchant hereunder will not infringe the rights, including the intellectual property rights, of any third party.
5.1.5. In undertaking its obligations pursuant to this Agreement, it will exercise at least the same degree of competence and professionalism which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of business as Company under the same or similar circumstances, but in no event with less than reasonable care.
5.2. The Merchant represents and warrants that:
5.2.1. it possesses the necessary corporate or other authority to enter into and carry out the terms of this Agreement;
5.2.2. its executive officers, board of directors and shareholders have taken all the necessary corporate actions for the performance of Merchant’s obligations stemming from this Agreement;
5.2.3. is in good standing in its jurisdiction of incorporation or registration;
5.2.4. its authorized representatives have read and understood the Agreement in its entirety and had the opportunity to appoint or has appointed a counsel of his/her/its own choosing;
5.2.5. This Agreement constitutes a legally binding contract, it is valid and can be enforced against it under its terms and conditions;
5.2.6. it has not received representations of any kind to entice it to enter into this Agreement.
5.3. The Merchant further represents and warrants that it shall comply with all applicable laws and regulations in relation to the use of the Company services, in dealing with the users, and the use, provision and disclosure of Data.

6. Confidentiality

6.1. Each party shall use the Confidential Information solely in the performance of its obligations under this Agreement, treat it as confidential, and not disclose it, except as expressly permitted by this Agreement and to its authorized employees, officers, directors, legal counsel and accountants (provided that they are bound by a duty of confidentiality no less restrictive than the duty imposed by this Section). Without limiting the foregoing, the receiving party shall treat the other party’s Confidential Information with at least the same degree of care it uses to prevent the disclosure of its own Confidential Information, but in no event less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of the Confidential Information. Upon expiration or termination of this Agreement, each party shall destroy all electronic copies, and return all tangible copies, of any Confidential Information of the other party unless otherwise required by any applicable laws and regulations.
6.2. Confidential Information shall not include information that the receiving party can prove: (a) was generally available to the public at the time it received the information from the disclosing party or later becomes generally available to the public through no fault of the receiving party, (b) was known to it, without restriction, at the time of disclosure by the disclosing party, (c) is disclosed with the prior written approval of the disclosing party, (d) was independently developed by it without any use of the Confidential Information of the disclosing party, (e) becomes known to it, without restriction, from a source other than the disclosing party without a duty of confidentiality to the disclosing party, or (f) is disclosed in response to an order or requirement of a court, administrative agency, or other governmental body or pursuant to the rules of any applicable securities market or exchange; provided, however, that (i) the receiving party must provide prompt advance notice of the proposed disclosure to the disclosing party, and (ii) any Confidential Information so disclosed shall otherwise remain subject to the provisions of this Section. All source code and the terms of this Agreement will be considered Confidential Information.

6.3. Each party acknowledges that breach of this Section by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.

7. Term and Termination

7.1. This Agreement will commence on the date Merchant accepts the terms of this Agreement (the “Commencement Date”), and will continue for a period of one (1) year and renewal of this Agreement will be automatic, and will be for a period of one (1) year, unless terminated earlier in accordance with the provisions of this Agreement or provided either party gives the other party written or electronic notice at least 30 days prior termination.
7.2. Either party has the rights to terminate immediately this Agreement, if the other party:
7.2.1. Admits it is in default of its debts;
7.2.2. Makes a general assignment for the benefit of creditors;
7.2.3. Files for voluntary bankruptcy judgement or consents to the filing of a petition of bankruptcy against it;
7.2.4. Has been resolved insolvent or bankrupt by a court of competent jurisdiction
7.2.5. Seeks bankruptcy protection or has been granted bankruptcy protection to reorganize its operations;
7.2.6. Had a receiver or trustee appointed for the proper disposition, liquidation of assets.
7.3. The Company may at its own choice suspend the Merchant’s access to the Services or terminate this Agreement with a notice of 7 days as follows:
7.3.1. The Merchant breaches the Agreement;
7.3.2. Commits fraud or is suspected of having committed fraud, or there is fraudulent activity related to the account;
7.3.3. Does not respond within 7 days to inquiries involving confirmation of accuracy and/or completeness of its information as required by applicable laws and regulation as well as the terms of this Agreement;
7.3.4. Found to be responsible for security violations in relation to the provision of the services and fails to remedy the breach;
7.3.5. Has outstanding overdue unpaid invoices; or
Immediately, without prior notice, if:
7.3.6. The Merchant’s violation is causing a material compromise of the system’s security;
7.3.7. The Merchant account is used to execute fraudulent transactions;
7.3.8. The Merchant’s payment processor or credit institution with which the Merchant maintains a merchant account requires such termination or suspension based on disclosed valid reasons.
7.4. Each party will be discharged from all responsibilities and liabilities to the other that their occurrence follows the termination, but not from any liability arising prior to the termination of this Agreement. Any of the Merchant’s obligations which by their nature are required to survive contract termination will survive any termination of this Agreement.

8. Miscellaneous Terms

8.1. Neither party will be liable to the other party for any loss or damage resulting from any delay or failure to perform all or any part of this Agreement, except for failure to pay monies due, if such delay or failure is caused, in whole or in part, by circumstances beyond its control and not as a result of its own negligence. Such circumstances include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of violence, acts of terror, earthquakes, floods, fire and explosions.
8.2. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment, supplementation or other modification or supplementation of any provision of this Agreement will be effective only if in writing and signed by both parties.
8.3. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue unmodified except as necessary to avoid unfairness.
8.4. This Agreement will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns; provided, however, that the Merchant may not assign any of its rights, obligations, or privileges under this Agreement without the prior written consent of the Company. Notwithstanding the foregoing, however, either party may assign this Agreement in connection with an asset sale, merger, acquisition, corporate reorganization or the like. Any attempted assignment in violation of this Section shall be void.

8.5. This Agreement is governed by, and construed in accordance with the laws of jurisdiction of the Company.
8.6. The Merchant acknowledges and agrees that it shall not import, export, or re-export directly or indirectly, any product or service, or to use any of the Company’s services in a manner that violates the laws, regulations and/or decrees, declared sanctions of any applicable jurisdiction.
8.7. Except as otherwise expressly stated in this Agreement, any notice sent or delivered by any Party to this Agreement shall be sent by next day courier, facsimile, electronic mail or by hand delivery to the address of the Company specified in this Agreement. Any such notice shall be deemed to have been received, in the case of notices sent by next day courier 2 Business Days following the day of posting and in the case of notices sent by hand delivery, facsimile or electronic mail on the day that such notice is sent.
8.8. The Merchant authorizes the Company to provide it with information regarding the services including but not limited to service modifications, technical and performance issues, security information, and other service related matters, and agrees to receive such information via commercial emails, telephone calls and other means of communication. The Merchant also has the option to receive (to “opt-in” automatically by entering into this Agreement) information which include but are not limited to new products and services, or alternatively to “opt-out” which will prohibit the Company from sending such communication. By opting out. the Merchant is not forgoing its right to opt-in at any time by notifying the Company that w/it wishes so.
8.9. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between the parties and each party is an independent contractor.