These Terms and Conditions (“Agreement”) that govern the business relations between Chargeback Defense
Solutions, LLC ("CBD"), a Utah limited liability company, headquartered in Utah and Customer: The merchant or
business using CBD services (“Merchant”). Effective Date: The date on which the Customer account is set up.

RECITALS:

WHEREAS, Merchant is engaged with customers who purchase products and/or services from Merchant and make
payments in connection with such purchases using various methods such as credit cards or debit cards; and
WHEREAS, CBD is a company possessing a unique and specific understanding of technologies, and processes in
the field of Card Not Present (“CNP”) Merchant processing and provides its Merchant clients with
specialized support, advisory services, and the corresponding management of Merchant accounts, fraud
protection, providing alert systems, system auditing, chargeback management and mitigation, Merchant error
analysis, dispute resolution, and the ability to identify possible fraudulent transactions all in an attempt to avoid and
reduce chargebacks for Merchant; and
WHEREAS, Merchant desires to retain CBD to provide services outline in each Product related to chargeback
reduction, alerts, fraud protection, and/or representments in order to dispute and reduce fraudulently filed
chargebacks filed by consumers or their issuing banks against Merchant.
For the purposes of this Agreement, the following definitions shall apply:
Alert: Information received on a Confirmed Disputed Transactions that CBD distributes in the attempt to intercept a
chargeback prior to it being confirmed and submitted by the bank. Refunding an Alert is required within twenty-
four (24) hours of a notification in order for it to be circumvented from turning into a chargeback.
Confirmed Disputed Transaction: A transaction that is disputed by the cardholder.
Data: Shall include, but is not limited to, the following information on Confirmed Disputed Transactions: i) Card
number; ii) Transaction amount; and iii) Date and time of transaction.
Outcome Information: The result of the Alert and/or chargeback provided to Merchant which includes: i) The
results, as modified from time to time, of account suspended, shipment stopped, transaction refunded, order
previously cancelled, too late, or other; ii) The date and time of the response; iii) Additional optional relevant
information about a transaction; and iv) Any other commentary as it specifically relates to the outcome of the
transaction in the optional free-form field for the provision of such commentary.
Participating Issuer: Card issuer that has agreed to provide CBD directly or using CBD Partners with Data on
Confirmed Disputed Transactions.
Party/Parties: Merchant and CBD
Representments: Disputing a chargeback claimed by a consumer with data provided by Merchant. CBD shall use
both automated and manual means to dispute a chargeback that was issued unfairly, in error, or done by a consumer
with intent to deceive the Merchant and its bank (friendly fraud).
Services/Products
Parties agree that CBD shall provide the desired Product or Products (“Products”) and Merchant shall compensate
CBD for Products rendered as outlined in a future communications with the respective fees and ownership.
Each Product may be billed at any time after Product is initiated.
The cost of Products may change from time to time. Therefore, CBD reserves the right to adjust prices with
knowledge and consent of Merchant. An addendum to the Agreement will be sent showing the updated pricing.

Merchant’s Obligations.
To facilitate the provision of Products, Merchant does the following:
a. Merchant represents and warrants that it, for all its customers for which Merchant requests Products for, has
the full legal right and permission to do so and that Merchant will abide by the terms the Agreement and as
updated on the CBD portal from time to time.
b. Merchant will use the methods agreed to by the Parties to deliver timely and accurate Outcome Information
back to CBD for Confirmed Disputed Transactions and chargeback reversals.
c. If an Alert is being managed by the Merchant, the Merchant must respond to each alert within a twenty-four
(24) hours window of the alert to prevent a chargeback.
d. Merchant acknowledges all not chargeback will be fought and that CBD only fight chargebacks that have a
reasonable chance to be won. Chargebacks with missing information, un-winnable reason codes or dollar
amounts less than the chargeback fees will not be fought. Merchant acknowledges that CBD is paid for each
chargeback researched even if it was not able to be fought.
e. Merchant must provide an outcome and/or refund flag indicating the transaction was refunded.
f. Merchant shall provide Merchant’s Data and authorization to CBD as required enabling the delivery of
Products.
g. Merchant will provide up to date Merchant Processor and Gateway credentials and allow CBD to access as part of
the Products and additional necessary information gathering on Merchant and mid-merchants. This additional information
will be used for, but not limited to, the following: chargeback BIN auditing, chargeback variation scrubbing, alert
reconnaissance, chargeback ratios, and alert/MID management.
h. To the extent that Merchant provides Outcome Information to CBD in connection with the delivery of
the Products, Merchant represents and warrants that:
i. It has the right to disclose, transfer, and/or export outcome information pursuant to the terms of this
Agreement;
ii. Outcome information delivered to CBD hereunder shall be accurate and complete;
iii. CBD shall have the right to use such outcome information for the provision of any loss- risk evaluation
and loss avoidance activities, which activities include the Products; and
iv. The provisions of this Agreement do not conflict with those of any Agreement with, or representation
to, any customer or other third party.
h. Merchant hereby grants CBD a limited license to use Merchant’s trademarks, logos, service marks, and trade
names (“Marks”) exclusively in connection with the promotion of the Products, and such use shall include
advertising, promotion, and publicity of the Merchant in connection with the Marks’ provided, any use of
Merchant’s Marks will be conditioned upon compliance with Merchant’s most current guidelines for the use of
its Marks. Any unauthorized modification of or to Marks is expressly prohibited. Neither Party shall acquire
any rights in and to Marks of the other Party, nor will a Party act to impair the rights of the other Party in and
to said Marks.
i. Merchant allows CBD to bill for each Service when the Service is initiated. Each billed for Products may, or
may not, be combined with the other billed Products on a combined bill. Merchant allows CBD to bill in any
time frame or interval which CBD deem best. Merchant shall pay CBD for all Products in this Agreement or
any addendum(s) via generating an ACH bank check or credit card. Additional ACH bank accounts can be
added into the Merchant billing profile in CBD system for backup/secondary purposes and can be used by CBD
for outstanding amounts per CBD discretion. If Merchant’s payment deposit is returned for account issues or
not sufficient fund in account (combined known as “NSF”) CBD may, at its discretion, attempt to process the
charge again within a 30 day period, and Merchant agrees to an additional $55.00 charge for each payment
deposit returned for NSF. Merchant approves CBD to add an additional 5% of the billed Products amount when
a credit card is used to pay CBD.

j. Merchant understands that all Products will be suspended immediately for any NSF or rejected credit card
payment and will not be started again until outstand owe balances are settled/paid in full as outlined in
Agreement.
k. Merchant hereby authorize CBD or any third party in accordance with this agreement to initiate
debit/credit entries to the deposit account identified in this Agreement or updated in CBD
system. This authority will remain in full effect until: (a) CBD has received written notice of its termination
in such a manner as to afford CBD a reasonable opportunity to act on it and (b) all obligations to CBD have
been paid in full.
l. Merchant shall be responsible for payment of any Products and all credit card processing fees or wire transfer
fees resultant from making payment to CBD on CBD's invoices.

CBD’s Obligations.
To facilitate the provision of Products, CBD does the following:
a. CBD will use all of its means and resources to provide contracted Products for Merchant in a professional,
timely and reasonable manner.
b. CBD will use appropriate means to create and distribute appropriate communications to the Merchant on
Products, which may include, but are not limited to: Email notification; Internet portal notification; and/or API
interface. CBD makes every effort to provide accurate reports on Products for the Merchant. However, due to
practices and flaws in the banking system, and issues with individual processors, CBD in no way warrants the
accuracy of the reports nor guarantees the reports can be updated in any defined period of time.
c. CBD will allow access to Merchant to review details of Merchant’s Products’ on CBD website.
d. CBD will provide detailed billing invoices for Products.
Merchant and CBD joint Understandings.
a. CBD shall provide and Merchant shall accept results of Products and certain deliverables that form part of the
Products (“Deliverables”) “as-is” and on an “as available” basis. Due to the nature, variability and lack of
standardization in the industry and across processors, acquirers, and issuers, in addition to Merchant errors,
CBD cannot, nor does it warrant the outcome of Representments.
b. CBD makes every effort to respond timely to deadline for response set by the processing banks; however,
CBD has taken steps and will continue to improve performance to prevent delays, but does not warrant against
unforeseen circumstances that may cause delay. CBD makes every effort to win as many chargebacks as
possible for Merchant; however, CBD does not provide a win ratio for chargeback Representments.
c. Whereas CBD makes every effort to alert the Merchant through email as to the arrival of alerts CBD can in no
way guarantee that the emails reach their intended destination do to the inherent nature of email. It is the
Merchant's responsibility to log directly into the CBD portal and check for the arrival and status of alerts.
d. If an alert Products becomes a chargeback the Merchant must request a credit for the alert Products by using
the Merchant’s portal. Additional information may be requested, such as, but not limited to, alert ID,
chargeback notice, and a screenshot of the refund submitted to the cardholder. Credit requests will not be
acknowledged after thirty (30) days from the date the chargeback was received. Under no circumstance shall
full card numbers be submitted via email; doing so will void the right to further credit requests.
e. If a Merchant requests a credit for an alert that was declined, then credit may be provided for Ethoca Alerts
only. Specifically, the Merchant must provide evidence that they attempted to settle the order and it came back

as declined by the issuer, payment gateway or acquirer. As supporting evidence, the Merchant must provide a
screen shot of the decline, with a date and time stamp, as well as the alert ID and submit it to CBD within 30
days.
f. A Merchant may request a credit for an alert that was credited/voided (refunded) prior to receiving the alert
from Ethoca only. If the Merchant issued a credit or voided the transaction (refund issued to the card) to a
cardholder prior to an Ethoca alert being sent, then Merchant must provide evidence that they refunded the
order, prior to the Ethoca alert being sent. As supporting evidence, the Merchant should provide a screen shot
of the credit with the last four (4) digits of the credit card number, date, and time stamp and send it to CBD.
Credits will be applied only after the Ethoca acknowledges that credit is due. This may, sometimes, be
administered to a later invoice.
g. Credits will be applied only after the participating party acknowledges that credit is due. This may, sometimes,
be administered to a later invoice.
h. If an Alert, worked by CBD, becomes a chargeback, CBD will not bill Merchant for fighting the chargeback
nor take any percentage of the recovered amount. If alert was worked by Merchant, or Merchant did not
respond to CBD in a timely reasonably manner when CBD was working Alerts, the chargeback will be billed
per Agreement.
General Terms.
1. Invoicing and Payment.
Merchant shall pay the amounts due and payable to CBD for Products rendered as further set forth in Agreement.
2. Confidentiality.
a. All CBD business information, whether oral or written or via computer disk or electronic media, to which
a Merchant is given access or which is made available to Merchant and is expressly identified as
“confidential” is referred to hereafter as “CBD Confidential Information,” and shall also include,
without limitation: all technology, know-how, processes, software, databases, trade secrets, contracts,
proprietary information, reporting, all historical and financial information, business strategies, operating
data, organizational and cost structures, product descriptions, pricing information, etc. CBD Confidential
Information cannot and shall not be used for any reason other than for the benefit of Merchant relations
with CBD. Merchant has no authority to share, make know, transfer or make CBD Confidential
Information public.
b. Merchant and/or consumer information (including, but not limited to names, addresses, telephone
numbers, account numbers, demographics, financial and transactional information, or Merchant lists and
non-public personal information of consumers (“Merchant Information”)), whether received before
or after the date of this Agreement becomes the information of CBD and can be used as CBD best deems
fit. Merchant Information shall also include information of any parent, subsidiary, or affiliate of the
Merchant. For greater certainty, Merchant Information does not form part of the Confidential Information
and can be used for any reason to benefit either Party. CBD has authority to transfer and make use of
Merchant Information.
c. With the exception of CBD Confidential Information, which shall be protected in all instances, it is
understood and agreed by the Parties that no information shall be deemed to be Confidential
Information to the extent that it:
i. Is or becomes publicly available through no fault of the receiving Party;
ii. Was known prior to its disclosure and was available, on a non-confidential basis, prior to its
disclosure to the receiving Party, as evidenced by tangible records kept by the receiving Party in
the ordinary course of its business;
iii. Is or was independently developed by the receiving Party without reference to the disclosing

Party’s Confidential Information; and
iv. Becomes available to the receiving Party on a non-confidential basis from a source other than the
disclosing Party, provided such source is not required to keep such information confidential by
law or confidentiality agreement with any other disclosing party.

3. Non-Circumvention.
CBD retains certain proprietary technology, process, methods, and solutions, including sequencing, along with
various third party fraud and technology platforms that ensure the Products to be a comprehensive fraud and
risk management platform. Under no circumstances shall Merchant or any party related to Merchant,
circumvent or attempt to circumvent, duplicate, mimic, use, or copy any technology, in whole or in part, that
CBD may utilize in delivering the Products.
4. Term, Changes, Suspension and Termination.
a. Term. The primary term of this Agreement shall commence upon the Effective Date and shall continue
two years and then be renew annually thereafter.
b. Agreement Termination. Once the primary term has expired, either Party hereto may terminate this
Agreement by providing no less than ninety (90) days written notice to the other Party. Merchant must
settle any open invoices.
c. Change in Products. There must be at least one approved Products during the term of this agreement
unless CBD terminates this Agreement. Merchant may change any Products to active or declined at any
time by using in the Merchant’s CBD portal or contacting a CBD sale representative. An Agreement
addendum for additional Products will be emailed to Merchant for digital signature. Products will start
and/or stop upon return of digitally signed addendum. It can take approximately four (4) weeks for all
Participating Issuer to update in order to start and/or stop Data required for Merchant’s Products, which
will cause a delay before actual Products will start and/or stop. For stopped Products, Merchant agrees to
pay for Products until Participating Issuer stop Data for Merchant.
d. CBD Suspension and/or Termination of Agreement. CBD may immediately suspend or terminate
Products in the Agreement, for reasons including, but not limited to:
i. CBD is not paid pursuant to the terms hereof;
ii. Merchant does not refund when it says it did so refund;
iii. Merchant creates reputational issues or concerns for CBD with banks, processors, or issuers as a
result of Merchant’s business practices, illegitimate activities, and/or is in violation of any
regulatory guidelines, regulations, or rules promulgated by the Federal Trade Commission and/or
any other regulatory body, agency, or governmental.
Merchant will be financially responsible for any unpaid invoices and fees incurred in suspending or
terminating this Agreement. Participating Issuer takes approximately four (4) weeks to stop all Data
required for Merchant’s Products, during which time Merchant agrees to pay for Products.
Merchant Products will not start up again until all outstanding amounts owed to CBD are paid in full.
e. Immediate Termination. The Products authorized and provided hereunder shall terminate effective upon
the discovery by either Party for:
i. The institution of insolvency, receivership, or bankruptcy proceedings or any other
proceedings for the settlement of debts of the other Party;
ii. The making of an assignment for the benefit of creditors by the other Party; or
iii. The dissolution of the other Party.
f. Payment Due. Notwithstanding anything in this Agreement to the contrary, the payment obligations set
forth in Agreement hereto shall survive the termination of this Agreement and/or Products.

5. Additional Products.
Merchant may request CBD to perform a one-time service, or develop a new service, which is beyond the
standard Products designated in Agreement. If agreed upon, Merchant shall pay CBD, in what every form and
amount both Parties agreed upon. Billing may be part of or outside of CBD’s standard billing practices. Any
new service developed is the property of CBD and can be used as CBD deems best.
6. Limitation of Liability.
CBD SHALL NOT BE LIABLE TO MERCHANT (OR TO ANY PERSON OR ENTITY CLAIMING BY
AND THROUGH MERCHANT) FOR LOST PROFITS OR FOR SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER
CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HERETO, REGARDLESS OF
THE FORM OF ACTION AND WHETHER OR NOT MERCHANT HAS BEEN INFORMED OF, OR
OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES, INCLUDING
CBD'S NEGLIGENCE.
7. Disclaimer of Warranties.
Except as otherwise provided hereunder, CBD, on behalf of itself and its third party providers, disclaims all
other warranties of any kind, either express, implied, or statutory, including without limitation, implied
warranties of merchantability, fitness for a particular purpose, or accuracy. CBD and its third party providers do
not warrant that the functions or information contained in the Products and Deliverables will meet any
requirements or needs that Merchant may have, or that the Products and Deliverables will be provided error free
or that any defects or errors in the Products or the Deliverables will be corrected.
8. Taxes.
There shall be added to any charges payable by Merchant under this Agreement amounts equal to any and all
applicable taxes, however designated, levied or based on any charges payable under this Agreement
for the Products rendered hereunder, including without limitation, state and local privilege, excise, sales, and
use taxes and any taxes or amounts in lieu thereof paid or payable by CBD, but excluding taxes based
upon the net income of CBD. Merchant shall be billed by CBD before or within a reasonable time following
payment of such taxes by CBD, and such amounts shall be due and payable by Merchant promptly following
billing thereof in the same manner as set forth in Agreement, whether or not such billing occurs following
completion of the Products hereunder.
9. Assignment.
This Agreement may not be assigned or otherwise transferred by Merchant to third parties without prior written
consent of CBD, other than (a) to affiliates that have effective control over, or are effectively controlled by, the
assigning party, and (b) in the event of a sale of all or substantially all of the assets of a party hereto or a sale of
the voting securities of a party hereto the result of which is a change in the majority control of such party.
Except as provided in the preceding sentence, this agreement shall be binding upon and inure to the benefit of
the heirs, successors, assigns, subcontractors, and delegates of the parties hereto.
10. Force Majeure.
The performance of Products by CBD hereunder shall at all times be subject to delay and or extension on
account of circumstances beyond the control of CBD, including without limitation the unavailability of
computer time and required materials and any sickness or other unavailability of any of CBD's technical staff
or that of its affiliates assigned to the performance of the Products.
11. Severability.
If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be illegal or
otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or
provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or
provision enforceable, and the rights and obligations of the parties shall be construed and enforced
accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set
forth.

12. Complete Agreement.
This Agreement and the Appendix hereto contain the entire Agreement between the Parties hereto with respect
to the matters covered herein. No other agreements, representations, warranties or other matters, oral or
written, purportedly agreed to or represented by or on behalf of CBD by any of its salesmen, representatives,
personnel or agents, or contained in any of its sales materials or brochures, shall be deemed to bind the
Parties hereto with respect to the subject matter thereof. Merchant acknowledges that it is entering into this
Agreement solely on the basis of the agreements and
13. Governing Law, Venue, and Jurisdiction.
This Agreement shall be interpreted, construed, enforced, and governed by and in accordance with, the
laws of the State of Utah. The Circuit Court in and for Salt Lake County, Utah, and the United
States District Court of Utah shall have jurisdiction over and be the exclusive venue for any lawsuit,
special proceeding, or other proceeding as between the Parties that may be brought, or arise out of,
in connection with, or by reason of this Agreement and future addendum(s) and the Parties shall be
subject to and hereby submit to the jurisdiction of the court(s) identified herein.
By using CBD’s services, you acknowledge and agree to these Terms & Conditions.