Terms
MERCHANT TERMS and CONDITIONS
Effective Date: January 2, 2026 | Last Updated: June 25, 2026
These terms and conditions (“Merchant Services Terms and Conditions”, or “Terms”) set forth the Terms and Conditions governing our provision of Merchant Services (defined below) to you and your use of such Merchant Services. These Terms constitute a material and binding agreement between you, the Merchant (“Merchant”, “Payee”, “you” or “your”), and Sionic Mobile Corporation (“Sionic”, “Company”, “we”, “us” or “our”). Merchant and Sionic are each a “Party”, and collectively, are the “Parties”. The Terms are effective as of (a) the date of any applicable written agreement (“Agreement”) between Merchant and authorized Sionic third-party service provider (e.g., authorized reseller of Sionic’s products and services) and/or Sionic that incorporates these Terms by reference or (b), for any Merchant without an applicable Agreement, the date of the Merchant’s electronic acceptance of these Terms (e.g., Merchant’s electronic signature).
1. Definitions
1.1. “CODE Pay” means a mobile application which enables a Merchant to accept Transactions at the point of sale.
1.2. “Content” means information, such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images.
1.3. “Digital Commerce Services” means Sionic’s Verified Rapid Payment℠ (“VRP”) Commerce Gateway services that allow the Merchant to receive digital, bank-to-bank direct deposits via Real-Time Payment, using a secure website interface or mobile device application from an End User.
1.4. “End User” or “Payer” means a consumer or business that utilizes Sionic’s proprietary mobile application or microsite, or a third-party mobile application that incorporates Sionic’s SDK to conduct Digital Commerce Services.
1.5. “End User Perk” or “Incentive” means the incentive or amount of a Transaction awarded back to the End User, as an option and at the discretion of the Merchant.
1.6. “Governing Authorities” means any government or political subdivision of a government, whether federal, state, or local or supranational, or any agency, authority, official or instrumentality of that government, and further includes as to that government, any court, tribunal, arbitration panel or other similar authority with the power and right to render enforceable and binding decisions concerning these Terms and the respective duties and obligations of the Parties.
1.7. “Merchant Bank Account” means the Merchant-owned bank account designated in writing to Sionic to which Sionic and/or partners settle End User Transactions and applicable charges for, or refunds of, Transactions.
1.8. “Merchant Materials” means the Merchant’s data, graphics, information, trademarks, trade dress, trade getups, logos, artwork, graphics, audiovisual works, audio files, text, characters, personalities, and other artistic or literary material and content that the Merchant uploads or provides to Sionic.
1.9. “Merchant Account” means the account established by Sionic to enable Merchants’ access to the Digital Commerce Services.
1.10. “Merchant Services” means participation in the Digital Commerce Services as well as the ability for the Merchant to perform one or more of the following: (a) promote Merchant’s business to End Users and prospective End Users through a marketplace listing displayed in a microsite or mobile application; and, (b) award End User Perks or Incentives as part of an End User’s Transaction.
1.11. “Payment Device” means any device or method used for the purpose of debiting a designated bank account.
1.12. “Payment Network” means any electronic funds transfer network, governmental agency or authority and any other entity or association that operates a network on which a payment is processed (e.g., The RTP® Network and/or FedNow® Service).
1.13. “Payment Network Regulations” means, individually and collectively, as the context may dictate, all operating rules, regulations, guidelines, specifications and related or similar requirements of any Payment Network, including all amendments, changes and revisions made thereto from time to time.
1.14. “Real-Time Payment” means bank-to-bank payments made by End Users to Merchants using The RTP® Network (RTP® and The RTP® Network are registered trademarks of The Clearing House, LLC) or FedNow® Service (FedNow® is a service mark of The Federal Reserve Bank).
1.15. “Reserve” means an amount of funds that Sionic may, in its reasonable discretion, hold, set aside, or require Merchant to maintain as security for Merchant’s obligations and potential liabilities under these Terms, including obligations relating to returned, recalled, reversed, or disputed Transactions.
1.16. “Sionic Brand Features” means Sionic’s trade names, trademarks, logos, domain names, and other distinctive brand features.
1.17. “SDK” means a software development kit.
1.18. “Territory” means the United States of America.
1.19. “Transaction” means any sale of any goods or services provided to End Users by Merchants that are enabled or facilitated through Merchant Services.
1.20. “ULink” refers to the ULink Business Portal, which is the platform by which the Merchant can view its Merchant Account.
2. Consent to Electronic Email, Text Message, and In-app Communications
2.1. Merchant agrees to electronic delivery via email and confirms the ability to access Merchant Account information either online or via mobile device. Merchant also agrees that Merchant will promptly provide Sionic with an updated email address if it changes. Sionic and any third-party service provider may use the email address Merchant provides to communicate with Merchant about the Merchant Services. Sionic may also use Merchant’s email to market Sionic products and services unless Merchant requests not to receive marketing materials from Sionic. Sionic may also notify Merchant through in-app communications via the Sionic merchant mobile application.
2.2. Merchant also agrees that Merchant is providing express consent for Sionic and any third-party service provider to call Merchant, text message Merchant, or both at any phone number (including any mobile phone number) Merchant provides to Sionic or any third-party service provider using auto-dialed phone calls, prerecorded phone calls, or both for any or all of the following reasons: (a) transactional purposes; (b) informational purposes; (c) to provide Merchant Account alerts; (d) to provide servicing information; (e) fraud prevention purposes; and (f) any other purposes provided for in these Terms or in any other applicable Additional Terms, including, but not limited to, Sionic’s Privacy Notice. If Merchant changes any phone number Merchant has provided to Sionic or any Sionic third-party service provider, for any reason, Merchant agrees to immediately notify Sionic to ensure that the above communications are not interrupted or inadvertently delivered to another recipient who may be reassigned your prior phone number.
3. Electronic Signature Disclosure and Consent Notice
3.1. Merchant agrees to the use of electronic documents and records in connection with Merchant’s registration for the Merchant Services and all future documents and records in connection with Merchant Services, including without limitation, this electronic signature and disclosure notice, and that this use satisfies any requirement that Sionic provides Merchant these documents and their content in writing. If a Merchant does not agree, do not accept these Terms. Merchant may withdraw, if not in conflict within an Agreement, Merchant’s consent to receive communications or do business electronically, but Sionic may terminate Merchant’s use of the Merchant Services, and any applicable written agreements, for cause if Merchant withdraws Merchant’s consent.
3.2. Although this consent allows Merchant and Sionic to communicate electronically, Sionic may decide to provide communications to Merchant via paper or to require that certain communications from Merchant be on paper. To change Merchant’s contact information, Merchant should use the procedures specified in ULink.
3.3. Copies of these Terms are available for download and printing by using current web browser software, and Merchant acknowledges that Merchant can access, receive and retain all other electronic communications from Sionic in the various formats Sionic uses, and Merchant’s access to this page verifies that Merchant’s system and device meets the above receipt, access, and retention requirements. If Merchant would like paper copies of any electronic communications or documents from Sionic, Merchant may contact Sionic at msupport@sionic.io. Sionic may charge you a fee for such paper copies.
3.4. By electronically signing these Terms, Merchant indicates Merchant’s signature and acceptance of this disclosure and consent notice, if not already done so through an Agreement that incorporates these Terms by reference.
3.5. Unless otherwise agreed in writing with Sionic, Merchant agreement with Sionic will always include, at a minimum, these Terms as amended by Sionic. Merchant’s agreement with Sionic may also include the legal notices, terms and conditions that are included in ULink or CODE Pay (the “Additional Terms”). Where Additional Terms apply to the Merchant Services, these will be accessible for Merchant to read either within, or through Merchant’s use of the Merchant Services. If there is any conflict between the Additional Terms and the Terms, then the Additional Terms will control in relation to the specific Merchant Services to which they apply.
3.6. The Terms, together with the Additional Terms which are now incorporated within and a material part of the Terms, form a legally binding agreement between Merchant and Sionic. It is important that Merchant reads the Terms carefully. To use the Merchant Services, Merchant must first accept the Terms. Merchant may not use the Merchant Services or participate in the Digital Commerce Services if Merchant does not accept the Terms.
3.7. By either signing an Agreement incorporating these Terms by reference or electronically signing these Terms, Merchant agrees to the Terms.
3.8. By electronically signing these Terms on behalf of the Merchant, you represent that (a) you are at least 18 years old, (b) you are currently employed by or are an authorized agent or representative of the Merchant you indicated in the registration process as the user of the Merchant Services, (c) you have the authority and legal ability to enter into these Terms on behalf of the Merchant in the event an Agreement has not been signed by the Parties or the Merchant and a Sionic authorized third-party service provider, (d) the Merchant agrees to be bound by all of the Terms, (e) the Merchant is duly authorized to do business in the Territory; and (f) the Merchant’s employees, officers, representatives, and other agents accessing the Merchant Services through your username are duly authorized (i) to access the Merchant Services and to (ii) legally bind Merchant to all Transactions conducted under your username.
4. The Merchant Services
4.1. Sionic is not a bank, money transmitter or money services business.
4.2. Sionic is a data submitter, on behalf of the Merchant and/or End User, of the Transaction’s information inclusive of the End User’s payment information to the Merchant Bank Account at its designated financial institution.
4.3. Sionic complies with all applicable information security standards.
4.4. Sionic provisions Merchants and End Users participating in the Digital Commerce Services to Sionic’s proprietary ULink® Platform (“ULink”) and VRP℠ Commerce Gateway.
4.5. Merchant is responsible for entering and/or setting up the End User Perk or Incentive into ULink or CODE Pay completely, accurately, and consistent with the terms advertised to the Payer. Sionic calculates the End User Perk or Incentive based upon the information entered by the Merchant. Merchant is fully responsible for refunding the Payer for any discrepancies between the advertised and actual Incentive given to the Payer.
4.6. Transactions are between the Merchant or Payee and the End User or Payer. Merchant or Payee is responsible for complying with legal requirements regarding its Transactions with the Payee (e.g., authorizations for preauthorized transfers, transaction receipts).
4.7. Merchant and End User are responsible for their (a) obligations of the Transaction (e.g., providing agreed upon goods, services, and payment); (b) compliance with applicable Payment Network Regulations; and (c) compliance with applicable data security standards and laws.
4.8. Digital Commerce Services may appear in third-party mobile applications by way of (a) a third-party mobile application integrating the SDK, in whole or in part, or (b) a third-party self-branding (“white labeling”) Sionic’s proprietary mobile application.
4.9. Sionic does not endorse or make any warrants or representations regarding any third-party mobile application or their respective products, services, or nomenclature.
4.10. Merchant provides to Sionic, as reasonably requested, sufficient identifying information for Sionic to (a) comply with anti-money laundering laws (such as the Bank Secrecy Act), government sanctions laws (such as the OFAC SDN List), and other applicable rules, regulations, and financial institution guidelines (including “Know Your Customer” requirements), (b) establish and confirm the Merchant’s true and accurate identity and applicable bank account information, (c) meet the expectations of Sionic’s partners, including partner financial institutions and banks, and (d) establish and maintain the Merchant’s Merchant Account. Merchant authorizes and allows Sionic to research the Merchant and assess information regarding the Merchant’s background, including but not limited to, credit reports / background checks, financial history, and banking relationships.
4.11. Merchant authorizes and allows Sionic to share Merchant’s information with Payment Networks, Financial Institutions, Governing Authorities, and Sionic’s third-party vendors and third-party service providers to the extent necessary for Sionic to fulfill its obligations from (a) the Agreement, (b) these Terms, (c) applicable Federal, State, and local laws, (d) Payment Network Regulations, and (e) Financial Institution guidelines.
4.12. Sionic may, from time to time during Merchant’s use of the Merchant Services, request additional information from Merchant and re-verify or reassess Merchant’s identity, financial condition, and risk profile, substantially consistent with the process described above, and Merchant agrees to promptly provide any information Sionic reasonably requests for this purpose.
4.13. Sionic may change the fees and charges applicable to Merchant Services from time to time. Except as otherwise provided in an applicable Agreement, Sionic will provide Merchant with at least thirty (30) days’ advance notice of any increase in fees or any new fees applicable to the Merchant Services.
4.14. Merchant is solely responsible for determining, collecting, reporting, and remitting any taxes applicable to Merchant’s sale of goods or services to End Users. Where applicable law requires Sionic or its partners to file informational returns (such as IRS Form 1099-K) or otherwise report amounts processed on Merchant’s behalf to a tax authority, Merchant shall provide Sionic with accurate and complete taxpayer information upon request, and Merchant authorizes Sionic to provide such information to the applicable tax authority.
4.15. Charges to Merchant for the Merchant Services are as indicated within the applicable Agreement either between (a) the Parties or (b) the Merchant and an authorized Sionic third-party service provider (e.g., authorized resellers of Sionic’s products and services).
4.16. Merchant provides Sionic sufficient access to the Merchant Bank Account for the Real-Time Payment settlement of fees and other applicable charges due to Sionic and its third-party service providers pursuant to an Agreement and these Terms.
4.17. Sionic credits or debits, on a variable, predetermined, case-by-case basis or as commercially reasonable, the Merchant Bank Account in the amount of (a) the End User Transaction less the End User Perk or Incentive amount, (b) any amount determined as due to the End User as a result of an error or dispute resolution, or (c) refunded to the End User as a result of the Merchant voiding, or otherwise refunding the Transaction.
4.18. Real-Time Payment settlements generally occur each day but may take longer.
4.19. Real-Time Payment settlements and all other amounts due pursuant to these Terms are in U.S. Dollars.
4.20. Sionic may, in its reasonable discretion, establish, increase, or require a Reserve with respect to Merchant’s Merchant Account if Sionic believes a Reserve is warranted based on Merchant’s risk profile, Transaction history, or actual or anticipated Transaction disputes, returns, or reversals. Sionic may fund a Reserve by withholding amounts otherwise payable to Merchant, by debiting the Merchant Bank Account, or by requiring Merchant to deposit funds directly. Sionic will release any remaining Reserve balance to Merchant after resolution of the obligations and potential liabilities the Reserve was established to secure, less any amounts properly owed to Sionic.
4.21. Merchant acknowledges that Real-Time Payment transactions are generally final and irrevocable once settled, and, unlike card or ACH transactions, are not subject to a standard chargeback or return process. If the RTP Network, the FedNow Service, a Financial Institution, or an End User’s financial institution initiates a request for return of funds, recall, or similar request with respect to a Transaction (a “Return Request”) under applicable Payment Network Regulations, Merchant agrees to cooperate fully and promptly with Sionic in responding to the Return Request. Sionic may debit the Merchant Bank Account, deduct from a Reserve, or require direct payment from Merchant for the amount of any Transaction that is the subject of a Return Request that Sionic, acting reasonably and in accordance with Payment Network Regulations, honors or is required to honor. Sionic does not guarantee that any Return Request will result in recovery of funds; the ability to recover funds pursuant to a Return Request depends on, among other things, the availability of funds in the recipient’s account at the time the Return Request is processed.
4.22. Sionic reserves the right to correct the balance of any Merchant Bank Account or Transaction if Sionic believes that a clerical, billing, or accounting error has occurred. If Merchant has any questions regarding Merchant’s Transaction history or any correction, or if Merchant disputes any Transaction or correction that has been assessed against any of Merchant’s Accounts or Transactions, Merchant may dispute the change with Sionic within sixty (60) days of the occurrence of the Transaction or correction. Sionic reserves the right to disregard any disputes made more than sixty (60) days after the Transaction.
4.23. If the Merchant Bank Account does not have a sufficient balance to pay amounts owed by the Merchant under these Terms, Sionic may pursue one or more of the following options: (a) demand and receive immediate payment for such amounts from the Merchant; and (b) pursue any remedies Sionic may have at law or in equity.
4.24. Any amount Merchant fails to timely pay in accordance with these Terms shall be subject to interest that is the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by applicable usury law, in each instance as determined and compounded daily from the date due until the date paid. Merchant shall also reimburse Sionic for all costs, fees, and expenses (including reasonable attorney fees and costs of actions) incurred by Sionic to collect any amount that is not paid when due.
4.25. Merchants will not be sent statements of itemized Transactions regarding Merchant Services. An electronic Transaction history showing all Merchant Service Transactions will be available within ULink and CODE Pay.
4.26. If Sionic is unable to settle the funds owed to the Merchant Bank Account arising from a Transaction processed through the Merchant Services, and Sionic is unable to contact Merchant, applicable law may require Sionic to report these funds as unclaimed property. If this occurs, Sionic will try to contact Merchant using the last known email address shown in Sionic’s records, but if Sionic is unable to contact Merchant, Sionic may be required to deliver any such funds to the applicable state as unclaimed property. Sionic reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
4.27. If Merchant’s Merchant Account is used in an unauthorized manner other than by Sionic, Sionic is not responsible for any losses Merchant may incur.
4.28. Merchant may upload a certain amount of Merchant Materials for display as part of the Merchant Services. Subject to the Terms, Merchant hereby grants Sionic a non-exclusive, revocable, royalty-free license to distribute, transmit, provide access to, publicly perform and display, reproduce, perform, copy, modify, distribute, create derivative works of, install, compile, and prepare, and otherwise use the Merchant Materials in any manner necessary or appropriate to the delivery, performance, and promotion of the Merchant Services in the Territory.
4.29. Sionic may send notifications to End Users’ mobile devices that are within a predefined proximity to the Merchant’s location. Merchant shall reasonably cooperate with Sionic, when such cooperation is requested by Sionic, in the development of notification recipients or content. Sionic hereby grants Merchant the right to market and promote its Digital Commerce Services as allowed by law. Nothing in these Terms shall prevent or limit the right of Sionic to authorize third parties to market or promote Merchant Services.
5. Communications And Changes to the Merchant Services and These Terms
5.1. Sionic is constantly innovating to provide the best possible experience for Merchants, End Users and partners. Sionic may apply updates from time to time that are designed to improve, enhance, and further develop the Merchant Services and may take the form of bug fixes, enhanced functions, and completely new versions. Merchant agrees to receive such updates and permit Sionic to deliver these to Merchant as part of Merchant’s use of the Merchant Services.
5.2. Merchant acknowledges and agrees that the form and nature of the Merchant Services that Sionic provides may change from time to time without prior notice to Merchant.
5.3. As part of Sionic’s continuing innovation, Merchant acknowledges and agrees that Sionic may stop, permanently or temporarily, providing the Merchant Services or any features of the Merchant Services to Merchant or to End Users generally at Sionic’s sole discretion and in accordance with any applicable Agreement, without prior notice to Merchant. In such an event, Sionic will comply with applicable law and its contractual obligations with respect to settlement of Transactions occurring prior to Sionic ceasing to provide the Merchant Services.
5.4. Sionic may make changes to the Terms from time to time. When these changes are made, Sionic will publish a new or updated version of the Terms on Sionic’s websites and mobile applications.
5.5. Merchant understands and agrees that if Merchant uses the Merchant Services after the date on which the Terms have been updated that Merchant’s continued use constitutes acceptance of the updated version of the Terms.
5.6. Merchant agrees that Sionic may provide Merchant with notices, including those regarding changes to the Terms, by email or regular mail. If a Merchant needs to contact Sionic, email Sionic at msupport@sionic.io.
6. Third Party Content and Interaction
6.1. The Merchant Services may display advertisements and promotions, and Merchant agrees that Sionic may place such advertising in the Merchant Services. These advertisements may be targeted to the content of information stored as part of the Merchant Services, queries made through the Merchant Services or other information. The manner, mode and extent of advertising by Sionic through Merchant Services are subject to change without notice to Merchant.
6.2. Merchant Services may include hyperlinks to other web sites or content or resources. The linked sites are not under the control of Sionic and Sionic is not responsible for the content, accuracy or availability thereof or any other aspect of any linked site or any linked material. If Merchant decides to access any of the third-party sites, Merchant does this entirely at Merchant’s own risk, and such access is subject to the separate terms of use and privacy policy of the third-party site.
6.3. The Merchant Services may include or permit Merchant to access Content. You understand that all Content is the sole responsibility of the person from which such Content originated.
6.4. Sionic does not endorse companies or products to which it links, who advertise with Sionic, or who provide Content included in the Merchant Services. Merchant acknowledges and agrees that Sionic is not liable for any loss or damage which may be incurred by Merchant as a result of the availability of those external third-party sites or resources, or as a result of any reliance placed by Merchant on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites, advertisements or third parties.
6.5. Any Transactions arising out of Merchant’s use of the Merchant Services shall be between Merchant and End Users involved in the Transaction pursuant to the terms and conditions agreed upon by Merchant and the applicable End User. Merchant agrees to fulfill Merchant’s obligations with respect to any End User and the Payer’s Financial Institution. Sionic is not a party to any Transaction between Merchant and any End User. Sionic has no liability for Transactions that Merchant may enter with any End Users, including, without limitation, the conduct and ability of the End Users to pay or otherwise regarding the performance of the End User. Merchant agrees not to bring a claim against Sionic or name Sionic as a party of any kind in any arbitration or court action instituted between Merchant and any End User. If Sionic is named in such an arbitration or court action, Merchant shall cooperate in the removal of Sionic from such an arbitration or court action, including, without limitation, through petitioning the arbitrator or applicable court. In the event of any dispute arising between Merchant and an End User, Merchant agrees to fully cooperate with the investigation until it is completed, and hereby releases and hold Sionic harmless from any and all claims, actions, proceedings, damages and costs (including without limitation attorneys’ fees) that may arise in connection with any claims, actions, proceedings, losses, liabilities, and damages of any kind (including, without limitation, for actual, special, indirect, exemplary, incidental and consequential damages), known and unknown, disclosed and undisclosed, arising out of or in any way connected with such dispute regardless of whether Sionic was advised of the possibility or likelihood of such losses, damages or costs occurring, and whether such liability is based on contract, tort, warranty, negligence, strict liability, products liability or otherwise. Merchant acknowledges that Georgia law will govern this release, and Merchant further agrees to waive, release and relinquish all rights, benefits and protections under the provisions of any state law limiting or prohibiting a general release under Georgia law, or in the event a court does not enforce the applicable section of these terms, under applicable state law, including without limitation California Civil Code § 1542 and any similar statutes.
7. Proprietary Rights
7.1. Sionic grants Merchant a non-exclusive, non-transferable, limited and revocable license to access the Merchant Services via a web browser, mobile application or point of sale integration for the sole purpose of participating in the Digital Commerce Services. Merchant’s use of the Merchant Services other than Merchant’s use in conjunction with Merchant’s business is strictly prohibited.
7.2. Merchant acknowledges and agrees that (a) Sionic (or licensors) owns all legal right, title and interest in and to the Merchant Services, including any intellectual property rights; (b) Merchant may not (and Merchant may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Merchant Services; (c) Merchant may not assign (or grant a sublicense of) Merchant rights to use Merchant Services, grant a security interest in or over Merchant’s rights to use the Merchant Services, or otherwise transfer any part of Merchant’s rights to use the Merchant Services; and (d) Merchant shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) of Sionic or of any of Sionic’s licensors, which may be affixed to or contained within the Merchant Services. The Merchant Services and all associated materials, content and documentation are protected by copyright, trademark, patent, trade secret, and other proprietary rights and may also have components that protect digital information.
7.3. Content presented to Merchant as part of the Merchant Services, including, but not limited to, advertisements and sponsored Content, may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Sionic (or by other persons or companies on their behalf). Merchant may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless Merchant has been specifically told in a separate written agreement that Merchant may do so by Sionic or by the owners of that Content.
7.4. If Merchant has been given an explicit right to Sionic Brand Features in a separate written agreement with Sionic, then Merchant agrees that Merchant’s use of such Sionic Brand Features shall be compliant with that agreement, any applicable provisions of these Terms, and our use guidelines as updated from time to time. These guidelines are available on our website.
7.5. Except as set forth in the preceding subsection, nothing in the Terms gives Merchant a right to use any of Sionic trade names, trademarks, logos, domain names, and other distinctive brand features. The same applies to any third-party trademarks or logos, as they are the property of the third parties. Unless Merchant has been expressly authorized to do so in writing by Sionic, Merchant agrees that in using the Merchant Services, Merchant will not use any trademark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
7.6. Merchant grants Sionic a nonexclusive license to display, perform, copy, modify, distribute and otherwise use Merchant’s Merchant Materials provided by Merchant to Sionic in these Terms, and permit any of our third-party service providers to do any of the foregoing on our behalf, as part of the Merchant Services and otherwise perform under these Terms. Sionic shall be responsible for the conduct of any of Sionic’s third-party service providers to whom Sionic provides Merchant’s Merchant Materials.
8. Limitation on Use of the Merchant Services
8.1. Merchant agrees to use the Merchant Services only for purposes that are permitted by (a) the Terms, and (b) any applicable law, rule or regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
8.2. Merchant agrees that Merchant is solely responsible for (and that Sionic has no responsibility to Merchant or to any third party for) Merchant’s Merchant Materials and for the consequences of any actions (including any loss or damage which Sionic may suffer), including without limitation for ensuring the accuracy and completeness of Merchant’s Merchant Materials and that Merchant has the right to use and upload Merchant’s Merchant Materials. Merchant agrees not to upload to the Merchant Services or otherwise post, transmit, distribute, or disseminate through the Merchant Services any of Merchant’s Merchant Materials or any other material that: (a) violates any duty toward or rights of any person, including intellectual property rights and rights of publicity or privacy; (b) advertises products or services competitive with Sionic or Sionic’s partners’ products and services, as determined by Sionic at Sionic’s sole discretion; or (c) in Sionic’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Merchant Services, or which may expose Sionic, its affiliates, or users to harm or liability of any nature. If Sionic determines that any Merchant Materials or any other material violates the Terms, Merchant consents to Sionic removing the violating content.
8.3. Merchant agrees that Merchant will not do any of the following through the Merchant Services: (a) defame, deceive, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; (b) publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information; (c) transmit or upload any viruses, trojan horses, worms, time bombs, cancelbots, spyware, or any other harmful or deleterious programs; (d) interfere with or disrupt the Merchant Services or Sionic’s software, networks or servers; (e) harvest or otherwise collect information about others, including without limitation email addresses, without proper consent; (f) use the account, login identification, or password of another party to access the Merchant Services; (g) otherwise attempt to gain unauthorized access to the Merchant Services, other accounts, computer systems or networks connected to the Merchant Services, through password mining or any other means; (h) establish a minimum or maximum Transaction amount as a condition for accepting payment using Digital Commerce Services; (i) interfere with another’s use or enjoyment of the Merchant Services or any other service provided by Sionic; or, (j) otherwise violate these Terms or the terms of any third party, including without limitation those of any other merchant.
8.4. Merchant agrees that Merchant will not submit a Transaction through the Merchant Services that: (a) is illegal, knows is illegal, or should have known is illegal; (b) knows, or should have known, is either fraudulent or unauthorized; (c) was previously disputed by the Payer, and a return was subsequently returned to the Merchant; (d) includes a surcharge unless it is explicitly executed in accordance with applicable laws, regulations, and Payment Network Regulations; (e) is a separate collection of tax (tax amounts that are legally allowed must be included in the transaction amount and not separately collected).
8.5. Sionic has no obligation to monitor Merchant’s use of Merchant Services. However, Sionic reserves the right at all times to monitor, review, retain and/or disclose Transaction information, Merchant’s Merchant Materials or any Content or other information for any reason, including without limitation as necessary to satisfy any applicable law, rule, regulation, legal process or governmental request. Merchant understands that by using Merchant Services, Merchant may be exposed to content that Merchant may find offensive, indecent or objectionable.
8.6. Unless Merchant has agreed otherwise in writing with Sionic, Merchant agrees that Merchant is responsible for protecting and enforcing Merchant’s rights in Merchant’s Merchant Materials and that Sionic has no obligation to do so on Merchant’s behalf.
8.7. Merchant shall keep confidential and not disclose Merchant’s Merchant Account username, PIN, or passwords to third parties. Merchant is solely responsible for any and all activities that occur under Merchant’s Merchant Account including the actions of its employees while employed by the Merchant, and selection and use of any usernames, PINs, or passwords as may be permitted or required to use the Merchant Services.
8.8. Any material downloaded or otherwise obtained through the use of the Merchant Services is done at Merchant’s own discretion and risk, and Merchant is solely responsible for any damage to Merchant’s computer system or other device or loss of data that results from the download of any such material.
8.9. The Merchant Services are operated from third-party facilities (e.g., cloud-based) in the United States, and we make no representation that the Merchant Services are appropriate, available or legal for use in other locations. Merchant accesses the Merchant Services from outside the United States at Merchant’s own risk. Merchant represents Merchant is not prohibited by the laws of the United States or any other country from using the Merchant Services.
9. Privacy and Personal Information
9.1. For information about our data protection practices in general, please read Sionic’s Privacy Notice located on Sionic’s website (https://sionic.io/privacy/). The Privacy Notice explains how Sionic treats and protects personal information.
9.2. Merchant agrees to the use of personal information in accordance with Sionic’s Privacy Notice and as otherwise set forth in these Terms.
9.3. Merchant must notify Sionic promptly, and in no event later than forty-eight (48) hours, after Merchant becomes aware of any actual or reasonably suspected unauthorized access to, or disclosure, loss, or compromise of, Merchant Account credentials, Transaction information, or other data relating to the Merchant Services that resides on or is accessible through Merchant’s systems, and Merchant shall reasonably cooperate with Sionic’s investigation and remediation of any such incident.
10. Termination
10.1. Sionic may at any time, and without liability, terminate or suspend Merchant’s use of the Merchant Services for any reason or no reason, including, without limitation, in any of the following circumstances:
10.1.1. Merchant provides inaccurate, untrue, or incomplete information, or has failed to comply with the Merchant Account registration requirements, or the requirements of Exhibit A: Prohibited and Restricted Industries, Activities, and Transaction Types;
10.1.2. Merchant breaches any provision of the Terms or acts in a manner which clearly shows that Merchant does not intend to, or is unable to comply with, the Terms;
10.1.3. Sionic is required to do so by law (for example, where the provision of the Merchant Services to Merchant is unlawful) or to address any fraud or security threats or issues that may affect the Merchant Services;
10.1.4. Merchant becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed for its assets, or becomes the subject of a bankruptcy, reorganization, liquidation, or similar proceeding that is not dismissed within sixty (60) days;
10.1.5. The partner with whom Sionic offers the Merchant Services to Merchant (e.g., Sionic’s third-party token and payment gateway partner, cloud partner, etc.) has terminated its relationship with Sionic or ceased to offer its service to Merchant;
10.1.6. Sionic no longer provides the Merchant Services to merchants in the country in which Merchant is doing business or from which Merchant uses the Merchant Services; or,
10.1.7. The provision of the Merchant Services to Merchant by Sionic is, in Sionic’s sole opinion, no longer commercially viable.
10.2. Where Sionic reasonably believes that immediate action is necessary to address an actual or potential security threat, fraud, or violation of applicable law or Payment Network Regulations, Sionic may immediately suspend Merchant’s access to the Merchant Services pending Sionic’s investigation, prior to making a determination whether to reinstate Merchant’s access or terminate Merchant’s use of the Merchant Services in accordance with this Section 10.
10.3. Merchant may terminate Merchant’s use of the Merchant Services in accordance with these Terms and Agreement.
10.4. Merchant acknowledges and agrees that if Merchant’s use of the Merchant Services or access to Merchant’s Merchant Account is suspended or terminated for any reason, Merchant may be prevented from accessing Merchant’s Merchant Account details or any files, data or other content that is contained in Merchant’s Merchant Account. Upon termination, Merchant may no longer use the Merchant Services. Termination does not relieve Merchant of any obligations. Merchant must fulfill Merchant’s outstanding obligations to End Users, Sionic or other third parties.
10.5. Upon termination, Sections 2, 4, 5, 6, 7, 8, 9, and 11 – 17 will survive in accordance with their terms.
11. Indemnity
11.1. Merchant shall defend, indemnify and hold harmless Sionic and its subsidiaries and affiliates, and their officers, directors, employees, licensors, successors and assigns from and against any and all claims, lawsuits, causes of action, damages, costs, liabilities, fines, penalties, expenses and attorney fees that result from or arise out of: (a) Merchant’s use or misuse of the Merchant Services; (b) Merchant’s violation of the Terms; (c) Merchant’s Transactions with any End User or any disputes arising therefrom; (d) any of Merchant’s Merchant Materials, including without limitation that Merchant’s Merchant Materials infringe any third party’s rights or violate any law; or (e) Merchant’s actions or inactions, including without limitation any negligence, willful misconduct or violation of law.
12. Exclusion of Warranties
12.1. Merchant expressly understands and agrees that Merchant’s use of the Merchant Services is at Merchant’s sole risk and that the Merchant Services are provided “as is” and “as available.” In particular, Sionic, its subsidiaries and affiliates, and its licensors do not represent or warrant to Merchant that: (a) Merchant’s use of the Merchant Services will meet Merchant’s requirements; (b) Merchant’s use of the Merchant Services will be uninterrupted, timely, secure or free from error; (c) any information obtained by Merchant as a result of Merchant’s use of the Merchant Services will be accurate or reliable; and (d) defects in the operation or functionality of Sionic’s mobile application provided to either Merchant or End Users as part of the Merchant Services will be corrected.
12.2. No advice or information, whether oral or written, obtained by Merchant from Sionic or through or from the Merchant Services shall create any warranty not expressly stated in these Terms. Sionic further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose, non-infringement, system integration, quiet enjoyment, and data accuracy. Certain jurisdictions may not allow exclusions of implied warranties, and you may have additional rights in certain jurisdictions, so the above disclaimers and exclusions do not apply solely to the extent prohibited by the laws of such jurisdictions.
13. Limitation of Liability
13.1. Merchant expressly understands and agrees that Sionic, its subsidiaries and affiliates, and its licensors shall not be liable to Merchant for:
13.1.1. Any indirect, incidental, special consequential or exemplary damages that may be incurred by Merchant, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss; or,
13.1.2. Any loss or damage which may be incurred by Merchant as a result of: (a) any reliance placed by Merchant on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between Merchant and any advertiser, sponsor or End User; (b) any changes which we may make to the Merchant Services, or for any permanent or temporary cessation in the provision of the Merchant Services (or any features within the Merchant Services); (c) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through Merchant’s use of the Merchant Services; (d) Merchant’s failure to provide Sionic with accurate Merchant Account information; and (e) Merchant’s failure to keep Merchant’s password or Merchant Account details secure and confidential.
13.2. Sionic’s maximum cumulative liability to Merchant with respect to the Merchant Services or these Terms, regardless of the form of action, is limited to the fees owed and paid to Sionic in the one (1) month period immediately before the date Merchant first made the claim against Sionic.
13.3. The limitations on Sionic liability above shall apply whether Sionic was advised of or should have been aware of the possibility of any such losses arising and notwithstanding the failure of essential purpose of any limited remedy. The limitations in this Section 13 do not apply if and only to the extent that applicable law prevents the application of such limitations.
14. Copyright Policies
14.1. It is Sionic’s policy to respect the intellectual property of others. If Merchant believes that Content posted through the Merchant Services constitutes copyright infringement, please contact Sionic at the below contact information and provide the following: (a) an electronic or physical signature of the person authorized to act on the part of the rights holder; (b) a description of the work that Merchant claims has been infringed; (c) the location within the Merchant Services of the Content that is alleged to infringe; (d) Merchant’s name, address, telephone number and email address; (e) a statement containing Merchant’s good faith belief; and (f) a statement made under penalty of perjury that the information in Merchant’s notice is accurate and that Merchant is the owner or authorized to act upon the owner’s behalf. Sionic may forward Merchant’s notice on the alleged infringer.
14.2. Contact information: Sionic Mobile Corporation, 1800 Peachtree Street NW, Suite 809, Atlanta, GA 30309; msupport@sionic.io.
14.3. If Merchant’s Merchant Materials have been removed or disabled, Merchant may send Sionic a counter notice to the address listed above in accordance with 17 U.S.C. § 512(g)(3). Sionic may forward this counter-notice to the person claiming the infringement. Sionic will then take action accordingly.
15. Dispute Resolution and Binding Arbitration
15.1. Merchant agrees that Merchant and Sionic shall settle all disputes, claims and causes of action related to the Merchant Services or these Terms (“Claim”) by binding arbitration in Atlanta, Georgia. The American Arbitration Association (“AAA”) will conduct the arbitration in accordance with the AAA’s Commercial Arbitration Rules (available at www.adr.org). Merchant agrees that the Federal Arbitration Act applies, and all disputes as to the enforceability of this provision will be decided in accordance with that Act. Each party is responsible for its own attorney fees and other costs with respect to any arbitration unless an arbitrator awards otherwise. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.
15.2. Merchant agrees that Merchant may only bring a claim in your individual capacity and not as a class member or on behalf of any purported class, representative or private attorney general proceeding. Class actions, class arbitrations, private attorney general proceedings and consolidation with other arbitrations are not permitted, and Merchant hereby waives Merchant’s right to have any claim decided by any of those methods or to participate in any class action or class arbitration regarding a claim.
15.3. If any provision of this Section 15 is found to be unenforceable, it will be severed and the other arbitration provisions will be enforced (but in no case will there be class action or class arbitration).
16. Governing Law
16.1. The Terms, Merchant’s relationship with Sionic under these Terms, and any related disputes are governed by the laws of the State of Georgia without regard to its conflict of laws provisions. If, for whatever reason, any Claim is not resolved pursuant to Section 15, then Merchant and Sionic agree to submit to the exclusive jurisdiction and venue of the federal or state courts located within Fulton County, Georgia.
17. Miscellaneous
17.1. Merchant may not assign, novate, delegate, or otherwise transfer these Terms or Merchant’s rights or obligations without Sionic’s prior written consent. The Terms constitute the entire legal agreement between you and Sionic regarding the subject matter of these Terms and supersede all prior or contemporaneous agreements, negotiations, representations and proposals with respect to the subject matter of these Terms. No failure or delay by Sionic to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. Sionic’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant.
17.2. Merchant and Sionic are independent contractors, and nothing in these Terms constitutes a partnership between the parties or designates one party as the agent of the other. If any provision of these Terms is declared invalid, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of these Terms will continue in full force and effect.
17.3. If any provision of these Terms requires interpretation, these Terms are not to be more strictly construed against one party than the other. Merchant’s signature or agreement via electronic process or method shall have the same force and effect as an original signature hereto.
17.4. Neither party will be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labor disputes, or failure or disruption of the RTP Network, the FedNow Service, or other third-party infrastructure or telecommunications systems (a “Force Majeure Event”). The party affected by a Force Majeure Event will promptly notify the other party and use commercially reasonable efforts to resume performance as soon as reasonably practicable.
17.5. If there is a conflict between these Terms, an Agreement, and any Additional Terms with respect to the subject matter of these Terms, the order of precedence, from highest to lowest, is: (a) an applicable Agreement; (b) any Additional Terms, with respect to the specific Merchant Services to which they apply; and (c) these Terms.
EXHIBIT A
Prohibited and Restricted Industries, Activities and Transaction Types
1. Prohibited Industries, Activities, and Transaction Types
It is our policy to avoid engaging with Merchants engaged in any illegal activity, or any activity reasonably likely to create notoriety, or cause harm or damage to the reputation of Sionic or our partners; and, Merchant industries or activities that are considered high risk for financial crimes. Prohibited industries and business activities include, but may not be limited to:
1.1. Adoption agencies / group homes for children or youth
1.2. Adult-oriented products or services (of any media type, including Internet, telephone, printed material, etc.)
1.3. Any business model heavily reliant upon or solely or primarily based on any guaranteed “rebate”, “refund”, or “prize” associated with the sale of products or services
1.4. Bankruptcy attorneys
1.5. Buyers clubs / Membership clubs
1.6. Collection agencies engaged in the collection of Uncollectible Debt
1.7. Companion or escort services
1.8. Credit repair agencies, credit counseling services
1.9. Direct marketing—subscription merchants / door-to-door sales
1.10. Drug paraphernalia
1.11. Dynamic currency conversion
1.12. Factoring
1.13. Gambling / internet gaming / betting / lotteries / raffles / auctions
1.14. Inbound or outbound telemarketers
1.15. Infomercial merchants
1.16. Internet/MOTO firearm or weapon sales
1.17. Internet/MOTO pharmacies and pharmacy referral sites
1.18. Internet/MOTO tobacco sales
1.19. Marijuana-related businesses
1.20. Medical discount membership plans
1.21. Multi-level marketing businesses
1.22. Non-Bank Financial Institutions (e.g., MSB) offering money orders, wire transfers, check cashing, currency exchange, etc.
1.23. Occult materials / services, psychics, etc.
1.24. Online dating services
1.25. Pawn shops/brokerages
1.26. Payday lenders
1.27. Payment processors
1.28. Precious metals, stones or jewelry
1.29. Purchase of a Scrip
1.30. Remotely created checks
1.31. Retail gun, ammunition, explosives shops
1.32. Securities, futures commissions or commodity trading
1.33. Shell companies
1.34. Sports forecasting or odds making
1.35. Tax anticipation programs / refund anticipation loans
1.36. Timeshares
1.37. “Up-Sell” merchants
1.38. Virtual currency and quasi-cash transactions
2. Restricted Industries, Activities, and Transaction Types
Merchants within the below categories may be restricted in the number or amount of transactions that can be made, depending on the nature of the products/services, and level of risk to Sionic or its partners.
2.1. Airlines
2.2. As seen on TV / lifetime guarantees
2.3. Auto rental agencies & auto sales
2.4. Bail bond services
2.5. Bars / taverns (not serving food)
2.6. Cable box sales
2.7. Computer hardware & software (retail)
2.8. Consignment stores
2.9. Construction companies
2.10. Contractors / home repairs
2.11. Cooperative discount groups
2.12. Employment agencies
2.13. Environmental (wildlife, fishing, logging, mining)
2.14. Financial institutions and services
2.15. Forward deliveries
2.16. Forward delivery providers
2.17. Freight forwarders
2.18. Furniture sales
2.19. Hair growth and/or replacement / vitamin & supplement Sales
2.20. Home based charities
2.21. Import / export activities
2.22. Internet fulfillment houses
2.23. Investment opportunities
2.24. Limousine or taxi services
2.25. Long distance providers / network providers
2.26. Mall kiosks
2.27. Massage / health spas / clubs (except country clubs)
2.28. Merchant cash advance
2.29. Merchants domiciled, residing, or having a principal place of business outside of the U.S.
2.30. Modeling agencies
2.31. Novelty / replica collectibles
2.32. Nutraceutical companies
2.33. Prepaid services
2.34. Protection services
2.35. Pseudo – pharmaceuticals
2.36. Real estate services
2.37. Resort land promotions / sale of real estate
2.38. Resume preparers
2.39. Student loan assistance companies / government grants
2.40. Talent booking agencies
2.41. Tattoo parlors
2.42. Technology support / Cloud storage
2.43. Telephone cards
2.44. Travel agencies
2.45. Waste management