Merchant Services Agreement

This Merchant Services Agreement ("Agreement") is a legal contract between you ("Merchant", "you") and Velta, LLC, doing business as Lollipay ("Lollipay", "we", "us"). By creating an account or using any Lollipay service, you agree to this Agreement in its entirety.

If you use Lollipay Direct, the Direct Processing Addendum also applies and forms part of this Agreement. Where the two conflict on a matter relating to Direct transactions, the Addendum controls for those transactions.

Lollipay reserves the right to modify this Agreement at any time. Changes take effect upon posting. We will notify you of changes via email. Continued use of the platform after notification constitutes acceptance.

1. Definitions

• "Buyer" — An individual or entity that purchases Products from Merchants through Lollipay.
• "Card" — Any credit card, debit card, or pre-paid card issued under a Card Scheme.
• "Card Scheme" — Visa, Mastercard, American Express, JCB, Union Pay, Discover, or comparable payment networks and alternative payment methods.
• "Chargeback" — A transaction reversed in whole or part at the request of a Buyer or payment provider under the relevant Card Scheme rules.
• "Merchant of Record (MoR)" — Lollipay acts as the merchant of record for all transactions processed through the platform, meaning Lollipay is the legal seller to Buyers on your behalf.
• "Product" — Any digital good, service, subscription, or access offered for sale by a Merchant through Lollipay.
• "Platform" — The Lollipay website, dashboard, APIs, SDKs, and all related services.

2. Eligibility

2.1 Age. You must be at least 18 years of age to create, hold, or operate a Merchant account. By creating an account you represent and warrant that you are at least 18 years old. Individuals under the age of 18 are prohibited from using Lollipay as a Merchant in any capacity, whether independently or through a parent, legal guardian, or any other person acting on their behalf. Lollipay may request proof of age at any time and may suspend or terminate any account it believes is held or operated by a person under 18.

2.2 One Account. Each Merchant is permitted one account. You may operate multiple stores under a single account. Creating multiple accounts is prohibited and may result in termination of all associated accounts.

2.3 Non-Transferable. Merchant accounts may not be sold, transferred, or assigned to any other individual or entity.

2.4 Eligible Merchants and Products. Lollipay onboards individuals and registered businesses that sell digital products, including software and SaaS, plugins and extensions, themes and templates, e-books and digital publications, online courses, digital art and media assets, and memberships or communities. Only digital products permitted under the Acceptable Use Policy may be sold; physical goods and the categories prohibited by that policy are not permitted. Lollipay screens every applicant as described in Section 4 and may, in its sole discretion, decline any application or offboard any Merchant whose identity cannot be verified or whose products or business model present unacceptable legal, fraud, or Card Scheme risk.

3. Merchant of Record

Lollipay operates as the Merchant of Record for transactions processed through the platform. This means:

• Lollipay is the legal seller to Buyers and assumes responsibility for payment processing, tax collection, and regulatory compliance at the point of sale.
• Lollipay collects payments from Buyers and remits the Merchant's share after deducting applicable fees.
• The Merchant retains full ownership and responsibility for the Product, its quality, delivery, and customer support.
• Lollipay may issue refunds, process chargebacks, and resolve disputes on the Merchant's behalf in accordance with this Agreement.
• Pricing authority. The Merchant sets the base price for each Product. As the legal seller, Lollipay has final authority over how prices are presented to Buyers and the total amount charged, including the addition of applicable taxes, localized or promotional pricing, any currency conversion where offered, and rounding. Lollipay calculates and adds applicable taxes to the Merchant's base price at checkout and will not otherwise change the base price without notice to the Merchant.
• No direct invoicing or off-platform collection. Lollipay issues all receipts and invoices to Buyers as the seller of record. For Products sold through the Platform, the Merchant must not invoice, bill, or collect payment directly from Buyers, issue its own receipts or invoices for those transactions, or direct Buyers to complete payment through any channel outside the Platform. Attempting to circumvent Lollipay as Merchant of Record is a material breach of this Agreement and may result in withheld payouts and termination of the Merchant's account under Section 15.

4. Merchant Onboarding and Identity Verification (KYC)

4.1 Onboarding and Eligibility Screening. To open an account, you must provide accurate business and contact information and accept this Agreement and the Acceptable Use Policy. Lollipay reviews each application, including the Merchant's proposed products and business model, and may decline any application at its discretion.

4.2 Identity Verification (KYC). Merchants must complete identity verification before receiving payouts. Verification may require government-issued identification, proof of address, and, for business entities, corporate registration documents and beneficial-ownership information. Verification may include document authentication and liveness or biometric checks.

For a business entity, Lollipay requires identification and verification of every natural person who directly or indirectly owns or controls 25% or more of the entity, together with any person otherwise exercising ultimate control. If no individual meets the ownership threshold, Lollipay may require verification of an appropriate senior managing official or controlling person.

4.3 Verification Provider. Identity verification and related compliance screening are performed on Lollipay's behalf by Sumsub, its third-party identity and compliance provider. By using the platform, you consent to the collection, processing, and sharing of your identity data with Sumsub and other verification providers for these purposes.

4.4 Sanctions and AML Screening. As part of verification, Merchants are screened against applicable sanctions lists (including the OFAC Specially Designated Nationals list), politically-exposed-person lists, and adverse-media sources, and against the restricted jurisdictions in Section 14. Lollipay may decline, suspend, or terminate any Merchant identified through this screening.

4.5 Ongoing and Enhanced Due Diligence. Lollipay may request additional or updated verification at any time and applies enhanced due diligence where risk indicators arise, including elevated chargeback or refund rates, unusual changes in sales volume, suspected fraud, or regulatory or Card Scheme requirements.

Lollipay may conduct risk-based financial and solvency reviews and may request financial statements, bank statements, prior processing statements, proof of liquidity or other information reasonably required to assess a Merchant's financial capacity.

These checks may be triggered by elevated risk, high expected or actual processing volume, unusual growth, significant deviations from declared volume, reserve or chargeback exposure, or requirements imposed by a Card Scheme, acquirer, payment processor, regulator or other financial partner.

Failure to provide requested financial information may result in processing limits, reserves, payout holds, suspension, rejection or termination.

4.6 Consequences of Non-Compliance. Failure to complete verification or provide requested information may result in withheld or suspended payouts, the application of holds or reserves under Section 5, or account termination.

4.7 Storefronts, Domains and URLs. The Merchant must disclose to Lollipay every website, domain, subdomain, storefront, application or other digital location through which Products are marketed, offered or sold using Lollipay. The Merchant must not process transactions originating from an undisclosed storefront or URL.

Lollipay may provide this information, together with relevant onboarding, compliance and transaction information, to its acquiring banks, payment processors, Card Schemes and other financial partners for underwriting, approval, monitoring and regulatory purposes.

Where Lollipay or a financial partner requires prior approval of a Merchant, storefront, URL, product category, business model or Merchant Category Code, the Merchant may not begin or continue processing until that approval has been obtained.

The Merchant must notify Lollipay before adding or materially changing a storefront, domain, business model, product category, ownership structure or payment flow where the change could affect the Merchant's risk or compliance profile.

5. Payments

5.1 Processing. All payments are processed through Lollipay's payment infrastructure. Lollipay supports major Card Schemes and alternative payment methods as listed on the platform.

5.2 Payouts. Payouts are processed weekly to the Merchant's designated bank account. Lollipay deducts applicable fees before remittance.

5.3 Minimum Payout. The minimum payout threshold is $50 USD. Balances below this amount will roll over to the next payout cycle.

5.4 Failed Payouts. If a Merchant's bank rejects a payout, Lollipay will return the funds to the Merchant's platform balance and notify the Merchant via email. It is the Merchant's responsibility to update their banking details.

5.5 Payout Holds. Lollipay may place a temporary hold on all or part of a Merchant's payouts if:

• There is suspected fraudulent, illegal, or abusive activity on the Merchant's account.
• The Merchant has an unusually high rate of chargebacks, disputes, or refunds.
• Lollipay is required to do so by law, a court or regulator, or a Card Scheme.
• A hold is reasonably necessary to investigate a potential breach of this Agreement or the Acceptable Use Policy.

A hold is released once the underlying issue is resolved to Lollipay's reasonable satisfaction.

5.6 Rolling Reserve. To manage the risk of chargebacks, refunds, fines, and other liabilities for which the Merchant is responsible, Lollipay may require the Merchant to maintain a reserve.

• What a reserve is. A reserve is an amount withheld from the Merchant's payouts and held by Lollipay as security against amounts the Merchant may owe. Lollipay primarily uses a rolling reserve, under which a percentage of the Merchant's processed transaction volume is withheld and each withheld amount is released on a rolling basis once the applicable holding period has passed.
• When it applies. Lollipay may impose or adjust a reserve at its reasonable discretion where it identifies elevated risk, including but not limited to: an elevated or rising chargeback, dispute, or refund rate; suspected fraud or breach of this Agreement or the Acceptable Use Policy; a high-risk product category or business model; limited processing history or a new account; sudden or unusual spikes in sales volume; a negative or at-risk account balance; or a requirement imposed by a Card Scheme, financial partner, law, or regulator.
• Amount and duration. Unless Lollipay notifies the Merchant otherwise, a rolling reserve will not exceed 10% of the Merchant's processed transaction volume, and each reserved amount will be held for up to 90 days from the date of the corresponding transaction before becoming eligible for release. Lollipay will set the specific percentage and holding period based on the Merchant's risk profile and may increase, decrease, or remove the reserve as that risk profile changes.
• Notice. Lollipay will notify the Merchant by email if a reserve is imposed or materially changed, including the applicable percentage and holding period. Where a reserve is required to address immediate fraud, legal, or Card Scheme risk, it may take effect immediately, with notice provided as soon as reasonably practicable.
• Use of reserved funds. Lollipay may apply reserved funds at any time to cover refunds, chargebacks, reversals, fees, fines, penalties, or any other amount the Merchant owes under this Agreement, including amounts described in Sections 9 and 10.
• Release. Reserved funds not applied to Merchant liabilities are released to the Merchant's available balance after the applicable holding period and paid out on the standard payout schedule. A reserve under this Section is separate from, and in addition to, the post-termination hold described in Section 15.3.

5.7 Currency. Payouts to Merchants are made in United States Dollars (USD), and Lollipay settles all Merchant balances in USD. Buyers may be charged in USD or, where offered, their local currency, with any conversion applied at checkout.

6. Fees

6.1 Transaction Fees. Lollipay charges a flat percentage fee plus a fixed fee per transaction as displayed on the pricing page. Fees are deducted from each transaction before payout. Lollipay does not take a revenue share.

6.2 Additional Fees. Additional fees may apply for premium features and other services as disclosed on the platform.

6.3 Changes. Lollipay may update its fee schedule with 30 days' notice via email. Continued use of the platform after the notice period constitutes acceptance.

7. Taxes

7.1 Collection and Remittance. As the Merchant of Record, Lollipay calculates, collects, and remits applicable sales tax, VAT, GST, and other transaction taxes on behalf of the Merchant where required by law.

7.2 Merchant Obligations. The Merchant is solely responsible for their own tax reporting and income tax obligations. Lollipay does not provide tax documentation or tax advice. Consult a qualified tax professional for guidance.

8. Subscriptions and Recurring Billing

8.1 Standard Terms. All subscriptions sold through Lollipay are subject to Lollipay's standard subscription terms. Merchants may not impose custom subscription terms that conflict with this section.

8.2 Cancellation. Buyers may cancel a subscription at any time. Upon cancellation, the subscription remains active until the end of the current billing period and will not renew.

8.3 No Prorated Refunds. Lollipay does not offer prorated refunds for mid-cycle cancellations. Buyers retain access to the Product for the remainder of the paid billing period. This does not affect any statutory withdrawal right or refund a Buyer is entitled to under the Purchase Terms.

8.4 Failed Payment Retries. If a subscription payment fails, Lollipay will retry the payment up to 3 times: (1) immediately upon failure, (2) 3 days after the initial failure, and (3) 5 days after the initial failure. If all retries fail, the subscription is cancelled automatically.

9. Refunds

9.1 Merchant of Record. As Merchant of Record, Lollipay is the legal seller to Buyers and administers refunds in accordance with the Purchase Terms. All Products are digital goods and are generally non-refundable once delivered; however, Lollipay honors the statutory withdrawal rights and the discretionary refund window set out in the Purchase Terms. The Merchant authorizes Lollipay to issue these refunds on the Merchant's behalf.

9.2 Process. Buyers are directed to contact the Merchant first. If the Merchant does not resolve an eligible request, the Buyer may escalate to Lollipay through the customer portal or support channel, and Lollipay will determine eligibility under the Purchase Terms. Approved refunds are returned to the Buyer's original payment method within 14 days of approval.

9.3 Cost of Refunds. Where a refund is required by law, including statutory withdrawal rights, or is otherwise granted under the Purchase Terms, the refunded amount is borne by the Merchant and may be deducted from the Merchant's balance or future payouts. The corresponding transaction fee is non-refundable to the Merchant.

9.4 Merchant-Initiated Refunds. Merchants may issue refunds at any time through the dashboard. The corresponding transaction fee is non-refundable.

9.5 Lollipay-Initiated Refunds. Lollipay reserves the right, in its sole discretion, to refund any transaction to a Buyer for any reason and at any time, including without limitation to resolve disputes, mitigate risk, comply with Card Scheme rules or applicable law, address suspected fraud or abuse, or protect the integrity of the platform. Refunded amounts (and any associated fees, chargebacks, or costs) may be deducted from the Merchant's balance or future payouts, or otherwise recovered from the Merchant as a debt due to Lollipay. The transaction fee on a Lollipay-initiated refund is non-refundable to the Merchant.

10. Disputes and Chargebacks

10.1 Resolution Process. Disputes follow this order: (1) Buyer contacts Merchant, (2) if unresolved, Buyer contacts Lollipay, (3) Lollipay mediates based on available evidence.

10.2 Lollipay's Role. Lollipay acts as a mediator, not an arbitrator. However, Lollipay's decision is final to the extent permitted by law.

10.3 Chargebacks. Buyers must attempt resolution through the dispute process before initiating a chargeback. Lollipay reserves the right to contest fraudulent chargebacks.

10.4 Excessive Chargebacks. If a Merchant's chargeback rate exceeds Card Scheme thresholds, Lollipay may suspend payouts, impose additional fees, or terminate the Merchant's account.

10.5 Excessive Fraud. If Lollipay determines that a Merchant's account is associated with excessive fraudulent activity, Lollipay reserves the right to refund affected transactions, withhold payouts, and recover funds already disbursed to the Merchant.

11. Content and Licensing

11.1 Merchant Ownership. Merchants retain all intellectual property rights in their content, including product listings, descriptions, images, and branding. Lollipay does not claim any ownership of Merchant content.

11.2 License to Lollipay. By uploading content to the platform, Merchants grant Lollipay a worldwide, non-exclusive, royalty-free license to use, display, reproduce, and distribute that content for the purposes of operating the platform and marketing Lollipay's services, including on social media, case studies, and promotional materials.

11.3 Revocation. This license survives account termination for content already used in published marketing materials. Merchants may request removal of their content from future marketing by contacting support@lollipay.cc.

12. Platform and API Usage

12.1 Account. You must provide accurate information when creating an account. You are responsible for maintaining the security of your credentials.

12.2 API Access. Lollipay provides APIs and SDKs for integrating with the platform. Use of the API is subject to this Agreement. You must not:

• Exceed published rate limits.
• Use the API to build a competing service.
• Reverse engineer, decompile, or attempt to extract source code from the API.
• Share API keys or allow unauthorized access.

12.3 Service Level. Lollipay targets 99% uptime for the platform. This is a target, not a guarantee. Lollipay is not liable for downtime or service interruptions.

12.4 Maintenance. Scheduled maintenance will be communicated in advance via email when possible.

12.5 Cardholder Data and PCI DSS. Cardholder account data must be entered only through payment fields, payment pages or other payment components approved by Lollipay and hosted or controlled by Lollipay's PCI DSS-compliant payment service provider.

Merchants must not collect, receive, store, process or transmit raw payment-card numbers, card verification values or other sensitive authentication data on behalf of transactions processed through Lollipay.

Merchants must not implement a server-to-server card-data integration, locally hosted card-entry form, or any other integration that causes raw cardholder data to pass through Merchant systems unless Lollipay has expressly approved the integration in writing and all applicable PCI DSS requirements have been satisfied and documented.

Merchants must cooperate with any applicable PCI DSS validation or self-assessment requirements communicated by Lollipay or its payment partners.

13. Merchant Obligations

• Provide accurate Product descriptions, pricing, and imagery.
• Deliver Products promptly after purchase.
• Respond to Buyer inquiries and disputes in a timely manner.
• Comply with the Acceptable Use Policy.
• Not engage in any activity that violates applicable law.
• Merchants are encouraged (but not required) to maintain their own privacy policy and terms of service for their storefronts.

13.1 Audit and Information Rights. The Merchant must cooperate with compliance reviews, audits and investigations conducted by Lollipay or undertaken at the request of Lollipay's acquiring banks, payment processors, Card Schemes, regulators or other financial partners.

Upon request, the Merchant must provide timely access to information and records reasonably necessary to verify compliance with this Agreement, the Acceptable Use Policy, applicable law, Card Scheme requirements and financial-partner requirements, including information concerning ownership, Products, storefronts, transaction activity, fulfillment, customer complaints, refunds, chargebacks and financial condition.

Lollipay may share such records with the relevant acquiring bank, payment processor, Card Scheme, regulator or financial partner where reasonably necessary for underwriting, monitoring, audit, investigation or compliance purposes.

13.2 Material Event Notification. The Merchant must notify Lollipay without undue delay of any event that may materially affect its compliance or risk profile, including:

• An actual or suspected sanctions or denied-party issue;
• Material fraud, identity theft, transaction laundering or transaction cloaking;
• A regulatory, law-enforcement or Card Scheme investigation relating to the Merchant or its Products;
• A material increase or change in processing activity;
• A material change in ownership, control, legal name, business model, Products, storefronts or domains;
• Compromise or misuse of payment or customer data; or
• Any other event reasonably likely to affect the Merchant's eligibility to process through Lollipay.

Lollipay may suspend processing or payouts while such an event is reviewed and may disclose the event to its acquiring banks, payment processors, Card Schemes, regulators or other financial partners as required.

14. Sanctioned Countries and Restricted Jurisdictions

Lollipay complies with all applicable sanctions laws, including those administered by the U.S. Office of Foreign Assets Control (OFAC). Merchants and Buyers located in the following jurisdictions are prohibited from using the platform:

• Cuba
• Iran
• North Korea
• Syria
• Crimea, Donetsk, and Luhansk regions of Ukraine
• Russia
• Belarus
• Myanmar
• Venezuela

Lollipay may update this list at any time to comply with changes in sanctions law. Merchants must not knowingly facilitate transactions with individuals or entities on the OFAC Specially Designated Nationals (SDN) list or any other applicable sanctions list. Violations will result in immediate account termination and may be reported to relevant authorities.

15. Termination

15.1 By Merchant. You may request account closure by contacting support@lollipay.cc. Outstanding payouts will be remitted according to the standard schedule, minus any pending chargebacks or disputes.

15.2 By Lollipay. Lollipay may suspend or terminate your account immediately if you violate this Agreement, the AUP, or applicable law. We may also terminate with 30 days' notice for any reason.

15.3 Effect. Upon termination, your access to the platform ceases. Lollipay will hold funds for 180 days to cover potential chargebacks before remitting the remaining balance.

16. Communications

16.1 Electronic Consent. By creating an account, you consent to receiving communications from Lollipay electronically via email. This includes agreement updates, payout notifications, security alerts, and other transactional communications.

16.2 Transactional Only. Lollipay will only send transactional and service-related emails. Lollipay will not send marketing emails to Merchants or their Buyers without explicit opt-in consent.

17. Warranty Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. LOLLIPAY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LOLLIPAY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

18. Force Majeure

Lollipay is not liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power outages, internet or telecommunications failures, cyberattacks, or third-party service provider outages. During a force majeure event, Lollipay's obligations are suspended for the duration of the event.

19. Limitation of Liability

• Lollipay facilitates transactions but is not liable for the quality, safety, or legality of Merchant Products.
• Lollipay is not liable for indirect, incidental, consequential, or punitive damages.
• Lollipay's total liability is limited to the fees paid by the Merchant in the 3 months preceding the claim.

20. Indemnification

The Merchant agrees to indemnify and hold Lollipay harmless from any claims, losses, or damages arising from the Merchant's Products, the Merchant's breach of this Agreement, or the Merchant's violation of applicable law.

21. Dispute Resolution and Arbitration

21.1 Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA). Arbitration shall take place in the State of Florida, United States.

21.2 Class Action Waiver. YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against Lollipay.

21.3 Exceptions. Either party may seek injunctive or equitable relief in a court of competent jurisdiction for matters relating to intellectual property rights or unauthorized access to the platform.

22. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

23. Governing Law

This Agreement is governed by the laws of the State of Florida, United States.

24. Entire Agreement

This Agreement, together with the Acceptable Use Policy, Privacy Policy, Data Processing Agreement, and Intellectual Property Policy, constitutes the entire agreement between you and Lollipay and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

25. Contact

For questions about this Agreement, contact us at legal@lollipay.cc.