Terms & Conditions.
Last Updated: April, 2024
This Terms and Conditions Agreement (“Agreement”) is entered into by and between Chargeback Defense Solutions, LLC, a Utah limited liability company (“CBD”), and the Merchant, defined as the business entity utilizing CBD services (“Merchant”).This Agreement shall become effective on the date the Merchant account is established (“Effective Date”).
1. RECITALS
WHEREAS, Merchant engages in the sale of goods and/or services and accepts payment through card-not-present transactions, including but not limited to credit and debit card payments; and WHEREAS, CBD provides specialized services related to payment fraud prevention, chargeback mitigation, dispute management, transaction monitoring, and related advisory services; and WHEREAS, Merchant desires to retain CBD to provide such services for the purpose of reducing fraudulent transactions and chargebacks; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
(a) “Alert” shall mean a notification of a confirmed disputed transaction intended to allow intervention prior to a chargeback being formally filed.
(b) “Confirmed Disputed Transaction” shall mean a transaction disputed by a cardholder.
(c) “Data” shall include, without limitation, card number, transaction amount, and transaction date and time.
(d) “Outcome Information” shall mean the result of actions taken on a transaction, including but not limited to refunds, cancellations, suspensions, or other relevant transaction outcomes.
(e) “Participating Issuer” shall mean a card issuer that provides dispute-related data directly or indirectly to CBD.
(f) “Representments” shall mean the process of disputing a chargeback on behalf of the Merchant using available data and supporting documentation.
(g) “Products” or “Services” shall mean the services provided by CBD as selected by Merchant and agreed upon in writing or through CBD’s systems.
3. SERVICES AND BILLING
3.1 CBD shall provide the Products selected by Merchant.
3.2 Merchant agrees to compensate CBD for all Products rendered in accordance with pricing communicated and agreed upon by the Parties.
3.3 CBD reserves the right to modify pricing upon notice to Merchant, subject to Merchant’s consent, which shall be documented via written addendum.
3.4 Billing for Products may occur at any time following initiation of such Products and may be issued individually or in combination at CBD’s discretion.
4. MERCHANT OBLIGATIONS
4.1 Merchant represents and warrants that it has all necessary rights, permissions, and authority to provide Data and utilize CBD’s Products.
4.2 Merchant shall provide accurate, complete, and timely Data and Outcome Information necessary for CBD to perform the Products.
4.3 Merchant shall respond to Alerts within twenty-four (24) hours when such Alerts are managed by Merchant.
4.4 Merchant acknowledges that not all chargebacks will be disputed and that CBD shall determine, in its sole discretion, whether a chargeback is suitable for Representment.
4.5 Merchant acknowledges that CBD may charge for research and analysis performed, regardless of whether a chargeback is ultimately disputed.
4.6 Merchant shall provide and maintain accurate and current processor credentials, gateway access, and any other information required for CBD to perform the Products.
4.7 Merchant authorizes CBD to access Merchant systems as necessary to deliver the Products.
4.8 Merchant represents and warrants that all information provided to CBD is accurate and that its provision does not violate any agreement or legal obligation.
5. PAYMENT TERMS
5.1 Merchant authorizes CBD to initiate payments via ACH, credit card, or other approved payment methods.
5.2 Merchant agrees that payments may be processed at intervals determined by CBD.
5.3 In the event of a returned payment due to insufficient funds or other failure (“NSF”), Merchant agrees to pay a fee of Fifty-Five Dollars ($55.00) per occurrence.
5.4 Merchant agrees that CBD may reattempt failed payments within a thirty (30) day period.
5.5 Merchant acknowledges that payments made by credit card may incur an additional fee of five percent (5%) of the total amount billed.
5.6 Failure to remit payment when due shall result in immediate suspension of all Products without further notice.
5.7 Suspended Products shall not resume until all outstanding balances are paid in full.
6. CBD OBLIGATIONS
6.1 CBD shall use commercially reasonable efforts to provide the Products in a professional and timely manner.
6.2 CBD shall provide communications and reporting through methods including, but not limited to, electronic mail, online portals, and API integrations.
6.3 CBD shall make available billing statements detailing charges for Products rendered.
6.4 CBD does not warrant the accuracy, completeness, or timeliness of reports due to reliance on third-party systems and external data sources.
7. JOINT UNDERSTANDINGS
7.1 All Products and Deliverables are provided on an “as-is” and “as-available” basis.
7.2 CBD does not guarantee any specific outcome, including but not limited to chargeback reversal success rates.
7.3 Merchant acknowledges that email notifications are not guaranteed delivery and agrees to monitor the CBD portal for Alerts and updates.
7.4 Credit requests related to Alerts must be submitted within thirty (30) days and must include supporting documentation as required by CBD.
7.5 Approval of credits is subject to confirmation by applicable third-party networks and providers.
8. CONFIDENTIALITY
8.1 “CBD Confidential Information” shall include all proprietary, technical, financial, and business information disclosed by CBD.
8.2 Merchant agrees not to disclose, use, or distribute CBD Confidential Information for any purpose other than performance under this Agreement.
8.3 Merchant acknowledges that certain Merchant-provided data may be used by CBD for operational, analytical, and business purposes.
8.4 Confidential Information shall not include information that:
(a) becomes publicly available through no fault of the receiving party;
(b) was known prior to disclosure;
(c) is independently developed; or
(d) is received from a third party without restriction.
9. NON-CIRCUMVENTION
Merchant agrees not to replicate, reverse engineer, copy, or otherwise attempt to recreate any of CBD’s technology, processes, or systems, in whole or in part.
10. TERM AND TERMINATION
10.1 The initial term of this Agreement shall be two (2) years from the Effective Date and shall automatically renew annually thereafter.
10.2 Following the initial term, either Party may terminate this Agreement upon ninety (90) days written notice.
10.3 CBD may suspend or terminate Products immediately for cause, including but not limited to non-payment, fraud, regulatory violations, or actions that create reputational risk.
10.4 Merchant shall remain liable for all fees incurred prior to termination.10.5 Termination shall not relieve Merchant of payment obligations accrued prior to termination.
11. ADDITIONAL SERVICES
Merchant may request services beyond standard Products. Any such services shall be subject to separate agreement, and all resulting intellectual property shall remain the property of CBD.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CBD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
13. DISCLAIMER OF WARRANTIES
CBD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
CBD DOES NOT WARRANT THAT PRODUCTS WILL BE ERROR-FREE OR MEET MERCHANT’S EXPECTATIONS.
14. TAXES
Merchant shall be responsible for all applicable taxes, excluding taxes based solely on CBD’s net income.
15. ASSIGNMENT
Merchant may not assign this Agreement without prior written consent of CBD, except in connection with a transfer of substantially all assets or control of Merchant’s business.
16. FORCE MAJEURE
CBD shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to system outages, labor shortages, or acts of God.
17. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, or understandings.
19. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Utah.
Any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and the Parties hereby consent to such jurisdiction.
20. ACCEPTANCE
By utilizing CBD’s services, Merchant acknowledges and agrees to be bound by the terms of this Agreement.