**SWIPELOGIC, LLC

TERMS & CONDITIONS, MERCHANT DISCLOSURES & ISO COMPLIANCE AGREEMENT**

Effective Date: April 16, 2025
Last Updated: April 16, 2025

Version:1.0

These Terms and Conditions (“Agreement”) govern the consulting, advisory, equipment coordination, installation, and training services provided by SwipeLogic, LLC (“SwipeLogic,” “Company,” “we,” “us,” or “our”) to the merchant business (“Client,” “Merchant,” “you,” or “your”).

By engaging SwipeLogic’s services, accessing our website, or executing any related onboarding documents, you acknowledge and agree to be bound by this Agreement.

1. Scope of Services

SwipeLogic provides professional consulting and support services designed to assist merchants with:

• Reviewing existing payment processing arrangements
• Identifying opportunities to reduce or eliminate credit and debit card processing fees
• Recommending payment equipment and technology solutions
• Coordinating equipment orders through affiliated and third-party vendors
• Assisting with installation and configuration
• Providing operational training to owners and staff

SwipeLogic does not provide payment processing, underwriting, banking, or financial settlement services.

2. Independent Third-Party Processing Disclosure

(Merchant Disclosure Statement)

Merchant acknowledges and agrees that:

a. SwipeLogic is not a bank, payment processor, card network, or financial institution.

b. All merchant accounts, processing services, settlement, and funding are provided by independent third-party processors, acquiring banks, and financial institutions (“Third-Party Providers”).

c. All processing agreements are entered directly between Merchant and the applicable Third-Party Provider.

d. SwipeLogic does not control:

• Account approvals
• Pricing or rate structures
• Funding schedules
• Reserve requirements
• Chargeback policies
• Risk determinations

e. All disputes related to processing, funding, reserves, or account status must be addressed directly with the applicable Third-Party Provider.

3. ISO / Independent Sales Organization Disclosure

(ISO Compliance Statement)

Merchant acknowledges that:

a. SwipeLogic operates as an independent sales agent and consulting firm.

b. SwipeLogic may act as a referral partner, authorized representative, or marketing agent of certain processors or providers.

c. SwipeLogic does not:

• Hold or control merchant funds
• Set interchange or network fees
• Modify card network rules
• Approve or deny accounts
• Control underwriting standards

d. All card network rules (including Visa®, Mastercard®, Discover®, and American Express®) are governed exclusively by the respective networks and acquiring institutions.

4. No Guarantee of Savings

SwipeLogic makes no guarantees regarding:

• Reduction or elimination of fees
• Specific cost savings
• Account approval
• Processing rates
• Funding timelines
• Long-term pricing stability

All outcomes depend on transaction volume, card types, industry risk classification, and provider policies.

5. Equipment Recommendations, Ordering & Fulfillment

a. SwipeLogic may recommend terminals, POS systems, peripherals, and related equipment.

b. Equipment is ordered through affiliated or third-party vendors.

c. Payment for equipment is made directly to vendors.

d. Warranties, returns, replacements, and repairs are governed by vendor policies.

e. SwipeLogic is not responsible for manufacturer defects, shipping delays, or warranty disputes.

6. Installation & Training Services

Installation and training services are provided as support services only.

SwipeLogic’s responsibilities are limited to:

• Initial setup assistance
• Basic configuration
• Operational instruction
• Best-practice guidance

Merchant remains responsible for:

• Daily system operation
• Staff compliance
• Security procedures
• Ongoing maintenance
• Software updates

SwipeLogic does not guarantee error-free performance.

7. Merchant Responsibilities & Compliance

Merchant agrees to:

• Provide accurate business information
• Review all third-party agreements
• Maintain PCI DSS compliance
• Secure cardholder data
• Follow network regulations
• Maintain required licenses
• Comply with applicable laws

Merchant bears full responsibility for regulatory compliance.

8. Compensation & Fees

a. SwipeLogic may receive compensation from processors, vendors, or partners.

b. Certain services may involve direct fees disclosed in advance.

c. Merchant authorizes such compensation arrangements.

9. Limitation of Liability

To the fullest extent permitted by Texas law, SwipeLogic shall not be liable for:

• Lost profits or revenue
• Business interruption
• Processing outages
• Chargebacks or fraud losses
• Funding delays
• Data breaches by third parties
• Regulatory penalties
• Equipment failures

SwipeLogic’s total liability shall not exceed fees paid directly to SwipeLogic during the prior twelve (12) months.

10. Disclaimer of Warranties

All services are provided “as is” and “as available.”

SwipeLogic disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.

11. Indemnification

Merchant agrees to indemnify and hold harmless SwipeLogic from claims arising from:

• Merchant operations
• Customer disputes
• Data security failures
• Regulatory violations
• Breach of agreements
• Misuse of services

12. Confidentiality & Data Handling

SwipeLogic will maintain reasonable confidentiality of non-public merchant information and comply with applicable privacy laws.

13. Termination

Either party may terminate this Agreement with written notice.

Termination does not affect:

• Existing third-party agreements
• Accrued obligations
• Earned compensation

14. Governing Law & Venue

This Agreement is governed by the laws of the State of Texas.

Exclusive venue shall be in Bexar County, Texas.

15. Modifications

SwipeLogic may revise this Agreement at any time.

Updated versions will be posted on our website. Continued use constitutes acceptance.

16. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes prior agreements related to these services.

17. Contact Information

SwipeLogic, LLC
San Antonio, Texas
Phone: (210) 699-4368
Website: www.swipelogictx.com

18. Merchant Acknowledgment

By engaging SwipeLogic’s services, Merchant acknowledges that they have:

✔ Read this Agreement
✔ Understand third-party relationships
✔ Reviewed provider contracts
✔ Accepted compensation disclosures
✔ Agreed to all terms