Terms & Conditions

This Agreement, referred to as the Terms and Conditions, establishes a legally binding contract ("Agreement") between Six Clovers, Inc., a company registered in BVI, having its registered office at ABM Chambers, P.O.Box 2283, Road Town, Tortola, British Virgin Islands, company ID 2108802, d/b/a Versal ("Six Clovers") and the entity identified as the "Organization" on the Service registration page (also referred to as "Merchant," "you," "your"). Furthermore, this Agreement encompasses any end payers who utilize the services provided by Six Clovers, including buyers engaging in payments over blockchains. The terms and obligations outlined in this Agreement are applicable to both Merchants and end payers, governing their respective rights and responsibilities under this Agreement.

This General Terms and Conditions (GTC), together with the relevant Privacy Policy and Data Processing Agreement, constitute the sole and comprehensive legal documentation governing the rights and obligations between the parties, unless a separate Merchant Agreement has been duly executed. In the event of the existence of a valid and executed Merchant Agreement, the terms and conditions set forth therein shall supersede and prevail over this GTC, rendering this GTC supplementary and subordinate in nature.

Overview

The present Agreement encompasses the Six Clovers billing service, which serves as a Web3 Native PSP using Blockchain Technology, facilitating Buyers' payments for the acquisition of Merchant's Products (referred to as the "Billing Service"). This service seamlessly integrates various payment solutions, including but not limited to Payment Service Providers (PSPs), banking institutions, credit card processors, and blockchains, while acting as a centralized entry point. It is important to note that Six Clovers does not function as a payment gateway or a merchant account provider. Consequently, we bear no direct or indirect liability or responsibility for any agreements that the Merchant may have with the payment gateways or merchant account providers supported on our platform.

To avail themselves of the Billing Service, the Merchant is required to complete registration with Six Clovers. In support of the Billing Service, we offer the Six Clovers API and additional software enabling the Merchant's utilization of the Billing Service.

Definitions

• “Applicable Law”: All local, state, and federal statutes, regulations, ordinances, rules, and other binding law in effect from time to time that are applicable to a party.

• “Association”: Visa, MasterCard and such other credit or debit card providers or networks whose Billing method(s) Six Clovers accepts for processing from time to time, and where applicable, the systems operated by such entities.

• “Association Rules”: The bylaws, rules, regulations, and other operating and technical standards and requirements, as they exist from time to time, of the Associations.

• “Billing Service”: The term is described above under, “Overview.”

• “Billing Transaction”: The payment for a Product through the Billing Service by debiting the purchase amount to a Payment Gateway.

• “Buyer”: An individual who uses the Billing Service to make payment(s) to Merchant in connection with such individual’s use of the Merchant Application.

• “Card”: A plastic card or access device and the associated account number that may be used to make purchases within one or more Associations.

• “Card Data”: Any data derived from a Card, including without limitation the Card number, Card expiration date, and Card verification value or code.

• “Intellectual Property Rights”: Any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

• “Marks”: The corporate names, trade names, assumed names, trade styles, trademarks, service marks, designs, logos, slogans, or similar indicators of identification of origin of a party, whether registered or unregistered, and the goodwill associated therewith.

• “Merchant Application”: The website, application backend, internet-based application or mobile phone-based application operated by or on behalf of Merchant and accessed by a Buyer.

• “Merchant Data”: Information collected from Billing Transactions sent by Merchant to Six Clovers through the Billing Service. Merchant Data does not include any information or data that alone or together with any other can identify a natural person or is about a natural person (“Personable Identifiable Information (PII)”)

• “Payment Gateway”: An entity responsible for processing Billing Transactions on behalf of Merchant based on Association Rules, and for settling payment of funds directly with the Merchant. Payment Gateways may include various different payment options (e.g. mobile billing, prepaid cards, offer walls, cash debit systems, etc.).

• “Policies”: The policies, guidelines, and other terms and conditions that are referenced in this Agreement but are not expressly set forth in this Agreement, which may be updated from time to time by Six Clovers. The Policies include, without limitation, the following:

• the “Six Clovers API Specifications” (as provided by Six Clovers from time to time)

• the “Six Clovers SDKs” (as provided by Six Clovers from time to time)

• “Products”: Any electronic or digital merchandise, physical goods, or services offered by Merchant (including enhancements and applications for use in the Merchant Application) that a Buyer may pay for using the Billing Service.

Term of Agreement

• The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by Six Clovers.

• You may terminate this Agreement by closing your Six Clovers account at any time by following the instructions on our website. We may terminate this Agreement and close your Six Clovers account at any time for any reason effective upon providing you 15 days’ notice. We may suspend your Six Clovers account and your access to the Billing Service or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Billing Service because of the risk associated with your Six Clovers account, including but not limited to significant fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement.

• Upon termination and closing of your Six Clovers account, your access to the Service will be immediately suspended. You agree to complete all pending transactions and will immediately stop accepting new transactions through the Billing Service. If your access to the Billing Service was terminated, you will not be entitled to a refund for the remainder of any fees that you have paid for the Billing Service. Termination does not relieve you of your obligations under this Agreement. Upon termination you agree: (i) to immediately cease using the Billing Service and (ii) discontinue use of any Six Clovers trademarks and immediately remove any references to Six Clovers from your Site. Six Clovers reserves the right (but not the obligation) to delete all of your information and account data stored on our servers, and we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Billing Service, or any termination or suspension of the Billing Service or deletion of your information or account data.

Set-up

• Merchant shall integrate the Billing Service into the Merchant Application in accordance with the specifications and testing criteria for the implementation and operation of the Billing Services contained in the Six Clovers Integration Guide, as amended from time to time.

• Merchant agrees not to use the Billing Service other than in connection with a Merchant Application approved by Six Clovers. Six Clovers at all times reserves approval authority as to the implementation of the Billing Service on each Merchant Application, and Six Clovers may suspend Merchant’s use of the Billing Service until Merchant corrects implementation issues as reasonably specified by Six Clovers.

• Merchant authorizes Six Clovers to obtain from time to time a credit report and to otherwise make credit or other background inquiries on Merchant as Six Clovers deems appropriate to assess Merchant’s eligibility for continued use of the Billing Service.

Description of Billing Service

• Without limitation of other features and functionality that Six Clovers may offer from time to time, the Billing Service shall permit Merchants integrate via a comprehensive and singular integration point to a multitude of Payment Gateways and make them available to Buyers in the Merchant Application without having to individually integrate with each Payment Gateway, enable Merchants to send Merchant Data to Six Clovers for storage in an easily accessible and secure repository, permit Merchants to view Merchant Data on Six Clovers Dashboard application.

• Six Clovers provides only Billing Services to Merchant as defined herein. Merchant is solely responsible for entering into contract, setting up accounts and settling payment of funds directly with the various Payment Gateways. Six Clovers shall in no event be responsible for maintaining or upholding any requirements set forth in the agreement between Merchant and the applicable Payment Gateway.

• The Billing Service shall communicate to the Merchant Application whether each Billing Transaction is approved or declined through the relevant Association.

• The Billing Service shall generally be provided in English and denominated in various supported currencies, unless otherwise agreed upon by Six Clovers in writing. A real-time transaction fee of 1% will be charged, unless otherwise agreed upon by Six Clovers in writing. The currency for this fee will match the currency used in the transaction or converted to one of the supported currencies. In cases where real-time collection of transaction fees is not feasible, an invoice issued to the Merchant will be issued for those fees.

• The Billing Service shall maintain an accurate accounting of each Billing Transactions by logging Merchant Data for each Billing Transaction real-time. The billing servers operated by Six Clovers does not store any Card Data or Personally Identifiable Information. In the event of a conflict between the payments reported by the Payment Gateway and the Billing Service, the payments reported by the Billing Service shall control.

• Merchant acknowledges and agrees that Six Clovers is not a Buyer or a Seller in connection with any Billing Transaction; Six Clovers shall not be responsible for and does not control any aspect of the Products or the description of the Products; Six Clovers shall not be responsible for, and does not control, Buyer’s completion of a purchase of or payment for Products; and Six Clovers shall not be responsible for, and does not control, the initiation of a Billing Transaction for Products. Six Clovers shall in no event assume any liability for approval or rejection of any Billing Transaction by any Payment Gateway.

Warranties of Merchant Regarding Transactions

• Merchant hereby represents and warrants to Six Clovers on the Effective Date and continuously thereafter that: Merchant is duly authorized to do business in each jurisdiction in which such qualification is necessary to sell Products and perform its obligations hereunder; Merchant has full power and authority to enter into this Agreement; this Agreement constitutes a valid and binding obligation of Merchant enforceable against it, except as such enforceability may be limited by bankruptcy, insolvency, receivership, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; Merchant has all right, title and interest in and to, or license to use and perform, the Merchant Application as may be required to permit Merchant to offer the Billing Service on Merchant Application; and Merchant’s execution of this Agreement and the use of the Billing Service does not violate any other agreement to which Merchant or its affiliates are subject.

• Merchant represents and warrants to Six Clovers as of the submission of each Billing Transaction and continuously thereafter that: such Billing Transaction is the billing of a bona fide, genuine transaction for the purchase of Products and is not, to the knowledge of Merchant, in any way fraudulent; such Billing Transaction is in billing for the amount due and payable by the Buyer to Merchant, including any applicable fees; the Billing Transaction is in compliance with this Agreement, all Applicable Laws and all applicable terms and conditions set forth in any written agreement(s) between Merchant and the applicable Payment Gateway; Merchant has performed or shall perform all of its obligations to the Buyer in connection with the Billing Transaction evidenced thereby; such Billing Transaction does not involve any billing in whole or in part in respect of an illegal transaction or illegal Products; such Billing Transaction is not in respect of a transaction in connection with an “internet gambling business” as that term is defined at 12 C.F.R. Part 233; and any credit issued by Merchant represents a bona fide refund or adjustment on a Billing Transaction previously charged to the Buyer.

Compliance with Association Rules and Applicable Law; Policies

Merchant shall comply with all Applicable Law and Association Rules in connection with Merchant’s use of the Billing Service, the sale of Products and the performance of its obligations and exercise of its rights under this Agreement.

Six Clovers may change, suspend or discontinue the Billing Service, in whole or in part, as necessary to perform maintenance or updates to the Billing Service. In addition, Six Clovers may impose limits on certain features or restrict access to parts or all of the Billing Service without notice and without liability in order mitigate risk, and comply with Applicable Law. Six Clovers may decline to process any Billing Transaction at any time in its sole discretion, including without limitation to prevent fraud or illegal activity to comply with Applicable Law.

Fees

Merchant shall pay Six Clovers the fees set forth on the Six Clovers pricing website. All fees and charges related to Billing Transactions payable by Merchant are due and payable to Six Clovers prior to commencing the Billing Services. Merchant shall pay all taxes and other charges imposed by any governmental authority on its Products and the services provided under this Agreement.

Chargebacks; Refunds

Merchant acknowledges that Six Clovers shall in no event be responsible for or be consulted on any disputes concerning chargebacks or refunds with any of the Payment Gateway utilized in the Six Clovers Billing System or by the Buyer. Merchant shall be solely responsible for resolving chargebacks and refunds directly with Payment Gateway and/or Buyer, as applicable.

Branding

• Subject to this Agreement and after Merchant has implemented the Payment Service, Six Clovers grants Merchant a limited, nonexclusive, revocable and nonsublicensable license to display Six Clovers’ Marks to promote the availability of the Billing Service on the Merchant Application. Merchant may use Six Clovers’ Marks only as provided by Six Clovers as part of the Payment Service and only with prior written approval from Six Clovers. Six Clovers may revoke the permission granted in this paragraph to use Six Clovers’ Marks upon notice to Merchant.

• Subject to this Agreement, Merchant grants Six Clovers and its affiliates a limited, nonexclusive, revocable and nonsublicensable license to display Merchant’s Marks in connection with operating the Payment Service and promotions, presentations, marketing materials, verbal communications, and lists of sellers that identify Merchant as a merchant that has implemented the Payment Service.

• Each party retains all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Marks. Except as expressly provided in this Agreement, neither party acquires any right, title or interest in any Marks of the other party, and any rights not expressly granted are deemed withheld. All use by Six Clovers of Merchant Marks (including any associated goodwill) shall inure to the benefit of Merchant, and all use by Merchant of Six Clovers’ Marks (including any associated goodwill) shall inure to the benefit of Six Clovers. While this Agreement remains in effect and upon request, each party agrees to furnish the other party with samples of the usage of the other party’s Marks as contemplated by this Section 10 to enable the other party to monitor and ensure that the usage is consistent with the other party’s quality control requirements. While this Agreement remains in effect, Merchant agrees not to challenge or assist others to challenge Six Clovers’ Marks and not to register any Marks or domain names that are confusingly similar to those of Six Clovers.

• If Six Clovers updates its look and feel or branding specifications, Merchant shall implement the updates as soon as reasonably practicable, but no later than fifteen (15) days of receiving notice of the updates.

Reporting

Six Clovers shall provide to Merchant password-protected access to Six Clovers’ standard reporting tool that shall enable Merchant personnel to run queries and reports to determine daily, weekly, and monthly Billing volume and Billing Transaction activity, Settlement Account activity, and other metrics as may be required by Six Clovers.

Publicity

Neither party shall issue any press release or other public statement or public disclosure concerning this Agreement or its relationship with the other party without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary, following execution of this Agreement, Merchant shall issue a press release announcing its partnership with Six Clovers and/or cooperate, support and provide a favorable quote for any press release issued by Six Clovers announcing its partnership with Merchant.

Confidentiality

• Neither party (the “Receiving Party”) shall disclose or cause to be disclosed any Confidential Information of the other party (the “Disclosing Party”) without the Disclosing Party’s prior written consent, except to those employees, agents, representatives, or contractors of the Receiving Party who require access to the Disclosing Party’s Confidential Information to perform under this Agreement (“Authorized Personnel”) and who are bound by a written agreement not to disclose third party confidential information. The Receiving Party is responsible for any act and/or omission of its Authorized Personnel in breach of this paragraph. The Receiving Party shall use the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses with respect to its own information of a similar nature to protect the Disclosing Party’s Confidential Information and to prevent communication of the Disclosing Party’s Confidential Information to any unauthorized third parties.

• “Confidential Information” includes without limitation: any information provided to the Receiving Party pursuant to this Agreement, including, without limitation, tangible, intangible, visual, electronic, present, or future information such as: trade secrets; financial information, including pricing; technical information, including research, development, procedures, algorithms, data, designs, and know-how; and business information, including operations, planning, marketing and promotion plans, and products; and any other information designated in writing by the Disclosing Party as “Confidential” or an equivalent designation.

• This Agreement imposes no obligation upon a Receiving Party with respect to Confidential Information that: was known to the Receiving Party before receipt from the Disclosing Party; is or becomes publicly available through no fault of Receiving Party; is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or is independently developed by the Receiving Party without a breach of this Agreement.

• The Receiving Party may disclose the Disclosing Party’s Confidential Information as required to be produced by Applicable Law, court order, or other governmental demand (“Process”), provided that the Receiving Party gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy (except to the extent the Receiving Party’s compliance with the foregoing would cause it to violate the Process or other Applicable Law), discloses only such information as is required by the Process, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

• All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other Intellectual Property Rights.

• Any comments or suggestions provided by Merchant regarding the Billing Service (the “Feedback”) shall be deemed non-confidential to Merchant. By providing such Feedback, Merchant grants to Six Clovers, under Merchant’s Intellectual Property Rights, a worldwide, royalty-free, irrevocable and non-exclusive license, with the right to sublicense to Six Clovers’s licensees and customers, the rights to use and disclose the Feedback in any manner Six Clovers chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Six Clovers’ and its sublicensee’s products embodying such Feedback in any manner and via any media Six Clovers or its sublicensees choose, without reference or obligation to Merchant. Merchant will not give Six Clovers any Feedback (i) that Merchant has reason to believe is subject to any Intellectual Property Right of any third party; or (ii) subject to license terms that seek to require any Six Clovers product incorporating or derived from any Feedback, or other Intellectual Property of Six Clovers, to be licensed to or otherwise shared with any third party. Unless authorized by Merchant in writing, Six Clovers shall not use or reference Merchant’s name in its public use of such Feedback.

Billing Transaction

Information Merchant acknowledges that Six Clovers does not store any Card Data, Personal Identifiable Information or any information required in the PCI and SAS 70 compliance process.

Passwords

If Merchant receives a password from Six Clovers to access any of Six Clovers’ services, Merchant will: not allow any other entity or person to use the password or gain access to Six Clovers’ services; be liable for all action taken by any unauthorized user of the password that obtained access to the password from Merchant; and promptly notify Six Clovers if Merchant believes Six Clovers’ services or Merchant’s information has been compromised by unauthorized use of the password.

Proprietary Rights

Six Clovers and its licensors retain all right, title and interest, including without limitation all Intellectual Property Rights (and any derivative works or enhancements thereof), to all concepts, ideas, know-how, techniques, software (including programs, program listings and programming tools), technology, information, content, materials, guidelines, and documentation (including all manuals, techniques, reports and drawings) related to the Billing Service (“Property”), notwithstanding any Merchant assistance in the development or modification of any such Property. Merchant represents and warrants that it will not host the Property or alter the Property in any manner not expressly authorized in writing by Six Clovers. Merchant shall have no interest whatsoever in or to any Property or Intellectual Property Rights relating to the Billing Service. Merchant does not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in the Agreement. Any rights not expressly granted in this Agreement are deemed withheld. Merchant agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Billing Service.

Indemnification

• Merchant agrees to indemnify and hold Six Clovers and its respective directors, officers, agents, and employees, harmless against any and all liability, costs, damages, and actions arising in connection with (a) your use of the Billing Service, program, confidential information, and/or any associated written materials, and/or (b) any breach of Merchant’s obligations as stated in this Agreement.

• Merchant acknowledges and agrees with the following:

• The program contains confidential information of Six Clovers and others that has been disclosed to you or to which the you have been provided access

• You will not misappropriate confidential information of Six Clovers

• The program contains Personal Data disclosed to Six Clovers by the customer

• You acknowledge and agree that any and all Confidential Transaction Data (as defined in the Card Network rules) or other Personal Data that you provide to the Card Networks in connection with the program may be used by them for the purposes described in their respective rules and for purposes of providing the program and other services as requested by you. For purposes of clarity, you represent and warrant that you will be solely responsible for providing notice to and obtaining any necessary consent from cardholders in connection with the processing of personal data by the Card Networks for the above purposes. You also represent and warrant that you will be solely responsible for handling requests from cardholders to access, correct, block or delete their Personal Data in connection with the Program.

Disclaimer

SIX CLOVERS DOES NOT REPRESENT OR WARRANT THAT THE PROGRAM IS FREE OF DEFECT AND/OR MISTAKE; AND IS PROVIDED ON AN “AS IS” BASIS, “WITH ALL FAULTS”. Six Clovers AND ITS PROGRAM COMPONENT SUPPLIERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO: THE PROGRAM, CONFIDENTIAL INFORMATION AND/OR ANY ASSOCIATED WRITTEN MATERIALS; THEIR USABILITY, CONDITION, OR OPERATION; THEIR MERCHANTABILITY; THEIR FITNESS FOR ANY PARTICULAR PURPOSE; OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL Six Clovers BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF INCOME, USE, OR INFORMATION, NOR ANY OTHER COST OR EXPENSE INCURRED BY A MERCHANT OR ANY THIRD PARTY ARISING FROM OR RELATED TO USE OR RECEIPT OF THE PROGRAM, WHETHER IN AN ACTION IN CONTRACT OR IN TORT, AND EVEN IF THE MERCHANT OR THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH MERCHANT ASSUMES THE ENTIRE RISK OF USE OR RECEIPT OF THE PROGRAM OR CONFIDENTIAL INFORMATION.

Security

Six Clovers does not collect Card Data (defined as a cardholder’s account number, expiration date and CVV2) but may store Merchant’s uploaded data in our possession and will maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.

Privacy of Others

You represent to Six Clovers that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to Six Clovers, or allow Six Clovers to collect, use, retain and disclose any Card Data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means. If you receive information about others, including cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose Card Data to any third party, other than in connection with processing a card transaction requested by your customer under the Service and in a manner consistent with PCI DSS and applicable law. You can also view here: https://sixclovers.com/privacy/.

Limitation of Liability

In no event shall a party be liable to the other for any special, consequential, or punitive damages, including but not limited to, lost profits, even if such party knew of the possibility of such damages. Each party’s liability to the other party or to any party claiming by, through or under the other party, shall be limited in the aggregate for the Term of this Agreement to six (6) times the fees invoiced by Six Clovers in the month in which the event giving rise to the claim occurred. This Section 19 shall not apply to a party’s indemnification obligations hereunder; losses arising from a party’s breach of its confidentiality obligations; a party’s liability for fees, fines or assessments; and a party’s fraudulence, gross negligence or willful misconduct.

Restricted Use

You are required to obey all laws, rules, and regulations applicable to your use of the Service and we reserve the right to restrict access to the Service by any entity that is considered in violation of this requirement.

Suspicion of Unauthorized or Illegal Use

We reserve the right to not store or submit any transaction you submit which we believe is in violation of this Agreement, any other Six Clovers agreement, or exposes you or other Six Clovers users to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your Six Clovers account if we reasonably suspect that your use of Six Clovers has been for an unauthorized, illegal, or criminal purpose.

Force Majeure

In no event shall Merchant or Six Clovers be liable with respect to the failure of its duties and obligations under this Agreement, other than an obligation to pay money, which is attributable to acts of God, war, terrorism, conditions or events of nature, civil disturbances, work stoppages, equipment failures, power failures, fire, or other similar events beyond its control.

Relationship of Parties

The parties are and shall remain independent contractors. Nothing herein contained shall be construed as constituting a partnership, joint venture or agency between Merchant and Six Clovers.

Assignment

Merchant may not assign (including by way of merger, sale of stock or sale of assets) this Agreement, in whole or in part, without Six Clovers’s prior written consent except that such consent shall not be required for the assignment of this Agreement to a parent, affiliate, or a subsidiary of Merchant, which assignment shall not relieve Merchant of its obligation hereunder. Any attempt by Merchant to assign this Agreement in violation of this paragraph shall be void and without effect. Six Clovers may assign this Agreement in whole or in part, provided that such assignment shall not relive Six Clovers of its obligations hereunder.

Governing Law

This Agreement shall be governed by and constructed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

Entire Agreement; Amendments

• This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and all prior negotiations, agreements and understandings, whether oral or written, are superseded hereby. This Agreement shall be binding on and inure to the benefit of each of the parties and their permitted successors and assigns.

• Six Clovers may amend this Agreement at any time by notifying Merchant. The amended Agreement shall be effective, and shall be deemed accepted by Merchant, upon the sending of notice to Merchant and shall apply with respect to Billing Transactions initiated after the sending date. If an amendment to the Agreement reduces Merchant’s rights or increases Merchant’s responsibilities, Six Clovers shall provide Merchant with not less than thirty (30) days prior notice of the amendment. In the event that Merchant does not agree with an amendment, Merchant must terminate its use of the Billing Services, which shall be Merchant’s sole and exclusive remedy.

Counterparts

This Agreement may be executed in several counterparts, all of which together shall constitute one and the same instrument.

Notice

Six Clovers may provide Merchant with notices and communications by email, regular mail, or postings on the Six Clovers web site www.sixclovers.com or by any other reasonable means. Except as otherwise set forth herein, any Merchant notice to Six Clovers must be sent by email at support@sixclovers.com.

Other Provisions

The failure of Six Clovers to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of the right or provision. Headings are for reference purposes only and shall not be used for interpretation of this Agreement. All amounts stated in this Agreement are denominated in United States dollars. The Policies and URLs referenced in this Agreement are incorporated by reference and may be updated by Six Clovers from time to time. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than Merchant and Six Clovers and no other person may assert any rights as a third party beneficiary.