Legal

Exhibit D
Bolt Payment Processing Services (Vantiv)
Capitalized terms not defined herein shall have the meaning ascribed to them in the MSA.

1. BOLT PAYMENT PROCESSING SERVICES.

• 1.1 Bolt Payment Processing Services.  The Bolt Payment Processing Services provide processing and settlement services for Merchant’s End User transactions. This Exhibit constitutes a legal and binding agreement between Merchant, Bolt and Vantiv, LLC  (“Vantiv”, collectively with Bolt referred to as “we”, “our” or “us”).
• 1.2 Authorization to Handle Funds. Merchant authorizes us to hold, receive, and disburse funds on their behalf when such funds from Merchant’s card transactions settle from the Card Networks. Merchant further authorizes Bolt to instruct Vantiv on how Merchant’s card transaction settlement funds should be disbursed to Merchant and the timing of such disbursements. Settlement funds will be held in a deposit account at Vantiv pending disbursement of the funds to Merchant in accordance with the Agreement. Merchant agrees that there is no interest or other compensation associated with the settlement funds held by Vantiv pending settlement to Merchant’s designated bank settlement account, that Merchant has no right to direct that deposit account, and that Merchant may not assign any interest in the deposit account controlled by Vantiv. Bolt may make available to Merchant information in the Bolt Merchant Dashboard regarding anticipated settlement amounts received on Merchant’s behalf from the Card Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of Bolt or Vantiv to Merchant and is subject to change in our discretion depending on the circumstances of the particular transaction. This settlement information reflected in the Bolt Merchant Dashboard is for reporting and informational purposes only, and Merchant is not entitled to, and has no ownership or other rights in settlement funds, until such funds are credited to Merchant’s designated bank settlement account. When Merchant authorizes Bolt to collect payments from Merchant’s End Users, Merchant authorizes Bolt to act as Merchant’s agent to collect the funds from Merchant’s End Users on Merchant’s behalf. When we collect payments from Merchant’s End Users on Merchan’t behalf, Merchant’s End Users satisfy their payment obligations to Merchant. When we collect payments from Merchant’s End Users, we agree to pay Merchant pursuant to the Agreement. Merchant’s authorizations set forth herein will remain in full force and effect until Merchant’s Merchant Account with Bolt is closed or terminated.
• 1.3 Pre-Authorized Charges to Merchant’s Account.  Bolt will usually transmit payment funds to Merchant’s Account soon after the End User pays Merchant. However, in circumstances where (i) we have reason to believe that an End User is due a refund or will request one, or (ii) we anticipate Merchant will close their Merchant Account prior to the conclusion of an available refund period for Merchant’s End Users, Bolt reserves the right to withdraw funds from Merchant’s Account or withhold payments to Merchant in order to satisfy such refund request in its sole discretion. Merchant hereby authorizes Bolt to debit Merchant’s bank account where Bolt deems it necessary, in Bolt’s sole discretion, in order to administer refunds to End Users, process chargebacks, secure termination charges, ensure the payment of Fees, and/or to otherwise enforce the Agreement or satisfy Merchant’s obligations under the Agreement.
• 1.4 Card Network Rules. The Card Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). Merchant is required to comply with all applicable Network Rules. Merchant may review portions of the Network Rules at Visa, MasterCard, and American Express. The Card Networks reserve the right to amend the Network Rules. Bolt reserves the right to amend the Agreement at any time with notice to Merchant as necessary to comply with Network Rules or otherwise address changes to the Bolt Services.
• 1.5 Suspicion of Unauthorized or Illegal Use. Bolt reserves the right to not authorize or settle any transaction Merchant submits that Bolt believes is in violation of the Agreement, or exposes Merchant, other users of the Bolt Services, End Users, financial services providers, or Bolt to harm or unnecessary risk, including but not limited to fraud, money laundering, tax evasion, and other criminal acts. Merchant grants Bolt authorization to share information with law enforcement about Merchant, Merchant’s transactions, or Merchant’s Account if Bolt reasonably suspects that Merchant’s use of the Bolt Services has been for an unauthorized, illegal, or criminal purpose.
• 1.6 Taxes. Merchant will determine what, if any, taxes apply to the sale of Merchant’s products and services to End Users and the payments Merchant receives in connection with Merchant’s use of Bolt Services. It is solely the Merchant’s responsibility to assess, collect, report, or remit the correct taxes to the proper tax authority. We are not obligated to determine whether taxes apply, calculate, collect, report, or remit any taxes to any tax authority arising from any transaction. We may make certain reports to tax authorities regarding transactions that are processed via the Bolt Services. Merchant acknowledges that we will report to the IRS the total amount of payments Merchant receives each calendar year as required by law, including without limitation on IRS Form 1099-K.
• 1.7 Merchant Account Registration.  To use the Bolt Services, Merchant will create a Merchant Account. Bolt will collect basic information including but not limited to Merchant’s business name, location, email address, tax identification number, phone number, the URL for Merchant’s business and the name under which Merchant does business. Bolt may make commercially reasonable requests for additional information as necessary to: (i) verify Merchant’s identity, (ii) assess Merchant’s business risk, (iii) comply with applicable law, or (iv) to the extent necessary to comply with requests from Vantiv. 

2. PROCESSING TRANSACTIONS

• 2.1 Acknowledgement and Definitions.  As used in this Exhibit, a “Chargeback” is a request that Merchant’s End User files directly with an issuing bank to reverse or invalidate a processed payment, and a “Refund” means a reversal that Merchant initiated of a charge, in whole or in part. “Claim” means a challenge to a payment that Merchant or Merchant’s End User files directly with Bolt. “Reversal” means Bolt reverses the settlement of funds from a processed card transaction that Merchant received because (a) the card transaction is invalidated by the card issuer for any reason, (b) the settlement funds were sent to Merchant in error for any reason, (c) the sender of the payment did not have authorization to send the payment, (d) Merchant received the payment for activities that violated the Agreement Merchant has with Bolt, or (e) Bolt decided a Claim against Merchant and in favor of an End User and therefore reversed the End User’s payment. Merchant agrees to honor all eligible cards presented for payment by Merchant’s End Users for Merchant’s products and services in accordance with the Network Rules, the Agreement and any operating guides that we may provide Merchant from time to time. Merchant acknowledges that, if Merchant has $100,000 or greater in Visa transaction volume annually or $1,000,000 or greater in MasterCard transaction volume annually, Merchant agrees to be bound by a legal binding contract between Merchant and VANTIV, LLC and its designated member bank, Fifth Third Bank, without any further notice by Bolt or Vantiv.  Merchant may review the contract between Merchant and VANTIV, LLC and its designated Member Bank here.
• 2.2 Payouts.  We will pay out funds settling from the Card Networks to Merchant’s designated bank or card settlement account (“Bank Account”) provided upon creation of the Merchant Account. Funds will be settled in the Bank Account in the amounts actually received (less Fees, as well as any Chargebacks, Reversals, Refunds, or Claims) for transactions processed by us. Merchant’s Bank Account must be located at a bank branch in the United States and held in the name of Merchant’s business. Funds for transactions may be transferred to Merchant’s Bank Account prior to funds being settled from the Card Networks. Any such funds paid to Merchant prior to settlement are considered preliminarily credited but may be subject to a Reversal as described below. The actual timing of the transfers to Merchant’s Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).
• 2.3 Transaction History.  After transfer of funds is initiated to Merchant’s Bank Account, we will update information in the Merchant Account to reflect settlement. Information regarding Merchant’s transactions that are processed and settled using Bolt Services (“Transaction History”) will be available to Merchant when Merchant logs in to Merchant’s Account. While Bolt will provide Transaction History in Merchant’s Account, Merchant is solely responsible for compiling and retaining permanent records of all transactions and other data associated with Merchant’s Account as may be required for Merchant’s business. Bolt is not responsible for maintaining Transaction History or other records in a manner consistent with Merchant’s record retention obligations and may change the duration of the Transaction History at any time.
• 2.4 Payout Schedule.  “Payout Schedule” refers to the time it takes for us to initiate a transfer to Merchant’s designated Bank Account of settlement funds arising from card transactions processed through the Bolt Services. Bolt will initiate transfer of settlement funds (net of Fees and other funds owed to us for any reason) in accordance with the Payout Schedule as reflected in the Bolt Merchant Dashboard. The settlement funds should normally be credited to Merchant’s Bank Account in less than three days of us initiating the payout. We are not responsible for any action taken by the financial institution holding Merchant’s Bank Account that may result in some or all of the funds not being credited to Merchant’s Bank Account or not being made available to Merchant. We reserve the right to hold payments or deposits to Merchant in the event we in our sole discretion determine a transaction relating to such payments may be fraudulent or unauthorized. We reserve the right to change the Payout Schedule, suspend payouts to Merchant’s Bank Account, or initiate a Reversal should we determine it is necessary due to (i) pending disputes, (ii) excessive or anticipated excessive Chargebacks pursuant to the Agreement or Refunds, (iii) other suspicious activity associated with Merchant’s use of the Bolt Services, or (iv) if required by law or court order.
• 2.5 Reconciliations and Errors.  Merchant’s Transaction History is available when Merchant logs in to the Merchant Account. Invoices, if applicable, will be available on a monthly basis. Merchant is responsible for reconciling Merchant’s Transaction History with Merchant’s actual transactions, notifying Bolt of any errors or discrepancies in Merchant’s Transaction History (each an “Error”) arising from such reconciliation and verification. Bolt will investigate reported Errors and attempt to rectify any Errors that Merchant or Bolt discovers. If Merchant is owed money from Bolt as a result of an Error, Bolt will transfer funds to Merchant’s Bank Account in the next scheduled payout. While Bolt may still work with Merchant in its discretion to reconcile Errors, Merchant’s failure to notify Bolt of Errors within ninety (90) days of when an Error first appears on Merchant’s Transaction History will be deemed a waiver of any right to amounts that may be owed to Merchant in connection with any such Error, including any related charges. If Merchant submits or causes Bolt to process transactions erroneously, Merchant will notify Bolt immediately of the specifics of the Error and fully cooperate with Bolt in its resolution of that Error.
• 2.6 Refunds and Returns.  Merchant agrees to submit all Refunds for returns of Merchant’s products and services that Merchant used the Bolt Services to receive payment through the Bolt Services to Merchant’s End Users in accordance with the Agreement and Network Rules. Network Rules require that Merchant will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose Merchant’s return or cancellation policy to customers at the time of purchase; (iii) not give cash Refunds to End Users in connection with a transaction, unless required by law; and (iv) not accept cash or any other item of value for a Refund. Refunds must be for the exact dollar amount of the original transaction (including tax, handling charges, and other) or less. The Refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to End User for postage costs incurred for product returns. Fees will not be refunded to Merchant if Merchant issues a Refund. Merchant will use best efforts to process all Refunds within 60 days after the original transaction date, and Merchant acknowledges that Refunds processed after that time may not be capable of being processed. Bolt will deduct the Refund amount from (i) settlement funds owed to Merchant from processing of other card transactions, or (ii) funds in any Reserve Account. Where these funds are not sufficient, Merchant authorizes Bolt to initiate a debit entry to Merchant’s Bank Account in the amount necessary to complete the refund transaction to the End User’s card. In the event Bolt cannot debit Merchant’s Bank Account, Merchant agrees to pay all funds owed to Bolt immediately upon demand by Bolt. Merchant is solely responsible for accepting and processing returns of Merchant’s products and services. Bolt has no responsibility or obligation for processing such returns, or for responding to Merchant’s End Users’ inquiries about such returns.
• 2.7 Chargebacks.  A “Chargeback” is typically caused when an End User disputes a charge that appears on their bill. Bolt and Merchant mutually agree that fraud by purchasers represents a risk to the Bolt Services under the Agreement and it is in the interests of both parties to minimize fraud. Merchant is solely responsible for any costs associated with Chargebacks unless Merchant participates in Bolt’s Fraud Protection Service and the Chargeback is a Covered Transaction as described in Bolt’s Fraud Protection Service Exhibit.
• 2.8 Reserves.  In certain circumstances, we may determine that a Reserve Account is necessary to provide the Bolt Services to Merchant. Where needed, Bolt may, in its sole discretion, set the terms of Merchant’s Reserve Account and notify Merchant of such terms, which may require that a certain amount (including the full amount) of the funds received for Merchant’s transactions is held for a period of time or that additional amounts are held in a Reserve Account. Bolt, in its sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on Merchant’s payment processing history or as requested by Vantiv. Bolt may fund the Reserve Account through (i) funds owed to Merchant for transactions submitted through the Bolt Services, (ii) debiting Merchant’s Bank Account, (iii) through other sources associated with Merchant’s Account, or (iv) requesting that Merchant provide funds to Bolt for deposit.
• 2.9 Collection Rights.  To the extent permitted by law, Bolt may collect any obligations Merchant owes under the Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to Merchant arising from the settlement of card transactions, including funds from another one of Merchant’s Merchant Accounts. If the settlement amounts or Reserve Account are not sufficient to meet Merchant’s obligations to Bolt, Bolt may debit the Bank Account registered in Merchant’s Merchant Account for any amounts owed to Bolt. Merchant’s failure to fully pay amounts that Merchant owes Bolt upon demand is a material breach of the Agreement and Merchant will be liable for Bolt’s costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
• 2.10 Security Interest. Merchant hereby grants Bolt a lien and security interest in the Reserve Account, all transactions (including future transactions), any rights to receive credits or payments under the Agreement, and all deposits and other property of Merchant possessed or maintained by Bolt on Merchant’s behalf. Merchant will execute, deliver, and pay the fees for any documents Bolt requests to create, perfect, maintain, and enforce this security interest, even if such request is made after Merchant has established a negative balance with Bolt.