Legal

Fraud Protection Services

Exhibit C&nbsp;&nbsp; Bolt Fraud Protection Services&nbsp;&nbsp; Capitalized terms not defined herein shall have the meaning ascribed to them in the MSA.1. BOLT FRAUD PROTECTION SERVICES1.1 Bolt Fraud Protection Services. Merchant and its Authorized Users may access and use the Bolt Fraud Protection Services solely for Merchant’s internal business purposes in accordance with the Agreement and this Exhibit. The Fees for the Bolt Fraud Protection Services are reflected on Merchant’s Order Form. Bolt may revise Merchant’s Fees in the event of a material decrease in Merchant’s monthly transaction volume and/or traffic during three consecutive months. Bolt may also terminate Merchant’s Bolt Fraud Protection Services due to excessive chargebacks as determined by Bolt in its sole discretion. Merchant may utilize the Bolt Fraud Protection Services by submitting the details of a card-not-present transaction via the Bolt Merchant Dashboard or as otherwise directed by Bolt. Bolt will analyze the transaction and provide an approve or reject notification. In the event that Bolt has approved a transaction and Merchant has fulfilled the transaction and subsequently received a chargeback due to the card networks’ reason codes listed below or similar card processor categories which may be updated from time to time, Bolt will provide Fraud Indemnification for qualifying Covered Transactions (described below) that follow the Fraud Indemnification process (described below).1.2 Fraud Indemnification Reason Codes.<figure class="table"><table><tbody><tr><td>Visa</td><td>Mastercard</td><td>American Express</td><td>Discover</td></tr><tr><td>10.1, 10.4, 10.5</td><td>4837, 4840, 4863</td><td>FR2, F24, F29</td><td>UA02, AA, 7030, 4752</td></tr></tbody></table></figure>Card networks may revise the codes above from time to time. Bolt provides Fraud Indemnification for chargebacks that are card not present-unauthorized card use that qualify under the terms herein. In the event the card networks update the codes above they will be updated under this Agreement without amendment and will apply to Fraud Indemnification on the date of the update. Bolt in its sole discretion will determine the eligibility of a submitted chargeback for Fraud Indemnification.1.3 No Fair Credit Reporting Act Characteristics. Merchant agrees that Bolt is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”), and that the Bolt Fraud Prevention Services do not include “consumer reports” as defined in the FCRA. Merchant acknowledges that any information provided to use the Bolt Fraud Protection Services has not been collected by Bolt for credit purposes and is not intended to be indicative of any consumer’s credit standing, credit worthiness, credit capacity, or other characteristics detailed in Section 603(d) of the FCRA.2. COVERED TRANSACTIONS.2.1 Covered Transaction Types. Covered Transactions are transactions that occur when the cardholder does not authorize payment. Covered Transactions may include transactions where (i) a card is lost or stolen and unauthorized purchases occur; (ii) counterfeit cards are created with stolen account information and used to make unauthorized purchases; (iii) hacked account information is used to make unauthorized purchases; &nbsp;or (iv) family or friends use a card without explicit consent from the cardholder. If a transaction does not meet the criteria described below, the transaction is not a Covered Transaction and the Merchant is solely responsible for resolving the issue and providing any required chargeback.2.2 Covered Transaction Requirements. To qualify as a Covered Transaction the following minimum requirements must be met:<ul><li>Transaction must be processed via the Bolt Services;&nbsp;</li><li>Transaction must be made via a workflow that requires the End User to enter their own card information in order to checkout or Merchant’s agent enters the information in an Bolt approved workflow;&nbsp; Notwithstanding the foregoing, back office orders submitted via Merchant’s e-commerce platform or ERP that pass to Bolt are Covered Transactions.<ul><li>If Merchant ships their product(s), the Merchant must ship via a carrier that issues tracking numbers and reliable shipping documentation, retain such tracking numbers and relevant shipping documentation on files;</li></ul></li><li>The goods purchased must be sent to the shipping address that was last indicated and approved via the Bolt Services. Qualifying Digital Orders (as defined below) must be sent to the email address or other online delivery method that was indicated and approved via the Bolt platform. If any of the order details change after this point, the transaction is an Excluded Transaction (as defined below). Merchants must retain documentation relating to the shipping address, or for Qualifying Digital Orders the email address or other online delivery information, used throughout any given transaction (including all changes thereto) and, if a fraudulent chargeback is received where Bolt believes there may have been a change of order details after the time of Bolt’s last approval, Merchant will provide such shipping documentation or online delivery information to Bolt within five (5) &nbsp;business days of Bolt’s request; and</li><li>Merchant must provide Bolt notice of the unauthorized transaction within ninety (90) days of the date the transaction was processed.</li><li>Merchant must provide all documentation requested by Bolt in order to represent a Bolt-liable chargeback on or before Bolt’s provided deadline to help Bolt fight fraudulent chargebacks. Merchant’s failure to do so may void fraud indemnification of a chargeback and liability may be shifted to Merchant.</li></ul>2.3 Covered Digital Transactions. Bolt also provides fraud protection to Merchants against certain fraudulent or unauthorized transactions for Qualifying Digital Orders that meet the requirements for Covered Transactions as described above in Section 2.2. “Digital Orders” are transactions processed for digital or online-only, non-physical products, such as online-only gift cards or online services. Transactions that require a shipment or physical delivery are not Digital Orders. A percentage of a Merchant’s Digital Orders each calendar month will be considered “Qualifying Digital Orders,” up to an amount equal to one percent (1%) of the total gross merchandise value of all of a Merchant’s transactions processed via the Bolt Services in that month. Qualifying Digital Orders are considered Covered Transactions under this Exhibit, provided that no Excluded Transactions will qualify as Qualifying Digital Orders.3. FRAUD INDEMNIFICATION PROCESS. If Merchant receives a chargeback notice relating to an approved Transaction, in order to be eligible for Fraud Indemnification Merchant must submit the chargeback in accordance with the Fraud Indemnification process described below. &nbsp;<ul><li>3.1 Merchant Responsibilities for Fraud Indemnification. Merchant must submit the chargeback to Bolt within seven (7) business days of receipt to be eligible for Fraud Indemnification. &nbsp;Merchant will cooperate with Bolt as needed to confirm eligibility for Fraud Indemnification and qualifying Covered Transactions. Bolt may request shipping documents, or other order related documentation from Merchant, including but not limited to, the chargeback reason or code. Merchant will provide any additional requested documentation within seven (7) business days to maintain Fraud Indemnification eligibility. &nbsp;Notwithstanding anything to the contrary in this exhibit, the Merchant is obligated to mitigate losses with respect to Covered Transactions. Bolt may notify the Merchant that Bolt has reason to believe or has otherwise detected that a Covered Transaction is fraudulent. The Merchant must promptly cancel, invalidate, not process such Covered Transaction, or otherwise make a good faith attempt to mitigate against any loss to the Merchant. The Merchant must notify Bolt if it was able to mitigate all or some of the loss from such Covered Transaction. If the Merchant is able to mitigate against any loss, and to the extent permitted under any applicable agreement between Bolt and the Merchant, Bolt reserves the right to withdraw funds previously approved and deposited into the Merchant’s account and to refund such amounts to the cardholder directly without any further liability to the Merchant. For clarity, if Merchant possesses both the goods, and the funds for such goods, for an applicable Covered Transaction, Bolt may recover such funds immediately. In no event may a Merchant receive double recovery (e.g., recover the goods and receive indemnification) under the terms of this Exhibit.</li><li>3.2 Fraud Indemnification Remedy.&nbsp; Upon Bolt’s verification that a transaction is a Covered Transaction eligible for Fraud Indemnification pursuant to these terms, Bolt will ensure a refund is issued directly to the cardholder for the total amount that was charged pursuant to the applicable Covered Transaction. The chargeback may take up to ten (10) business days to transfer to the cardholder’s account. Once issued, a chargeback is the Merchant’s and the cardholder’s sole and exclusive remedy against Bolt for the applicable Covered Transaction. Unless otherwise agreed to in writing, Bolt will have sole responsibility over any representments.</li></ul>4. EXCLUDED TRANSACTIONS<ul><li>4.1 Excluded Transactions. Bolt is not responsible or liable for costs associated with transactions where the cardholder authorized payment but has disputed the transaction for some other reason. &nbsp;Bolt’s fraud indemnification services are not applicable to the following excluded transactions:&nbsp; <ul><li>Buyer Remorse. Cardholder makes an authorized purchase with their own credit card, and later requests a chargeback after receiving the purchased goods or services because they regret the purchase.</li><li>Product discrepancy or defect. &nbsp;Cardholder claims the &nbsp;product or services are not what they ordered or expected.</li><li>Shipping dispute. &nbsp;Cardholder claims the product did not arrive on time or was damaged.</li><li>Warranty dispute. &nbsp;Cardholder claims the product needs repair or replacement.</li><li>Other customer errors. Cardholder claims poor customer service, unwanted recurring payments, authorization errors, faulty product fulfillment or other Merchant errors with respect to Cardholder’s purchase.</li><li>Delivery details changed after Bolt’s last purchase approval. &nbsp;If any order details such as shipping address are changed outside of the address change review workflow after a transaction is last approved via the Bolt Services at the time of purchase, the transaction is an Excluded Transaction.</li><li>Force-Approve and Allowlist transactions. Bolt rejected the transaction, but Merchant force approves. Merchant creates an Allowlist pre-approving certain End Users’ transactions.</li><li>Virtual terminal transactions. &nbsp;The Merchant is manually creating a charge by entering the card information on behalf of the Cardholder.</li><li>Transactions placed via a Merchant’s IP going through the front-end checkout process, or otherwise bypassing the Bolt Services in whole or in part including circumventing the Bolt checkout services .</li></ul></li><li>4.2 Merchant’s Responsibilities for Excluded Transactions. &nbsp;Merchant is responsible for the payment amount, along with any separate fees levied by the card network, any costs or fees associated with any civil or arbitration claims associated with, or that arise out of, an Excluded Transaction. Unless otherwise provided in writing to the Merchant, Bolt is not responsible for such fees or to provide help to the Merchant in any civil, arbitration, or other legal proceeding. Merchant will resolve payment and applicable fees via Merchant’s payment processor.</li><li>4.3 Chargeback Disputes for Excluded Transactions. &nbsp;The Merchant is responsible for disputing chargebacks for Excluded Transactions. However, Bolt may assist the Merchant in disputing the chargeback if the Merchant utilizes Bolt payment processing. The Merchant may need to provide Bolt certain information as requested by Bolt to help fight the chargeback with card networks. If the Merchant prevails in the dispute, the Merchant will be made whole as to the Excluded Transaction.</li></ul>