This GoDaddy Commerce Services Agreement (this “Service Agreement”) is a legal agreement between GoDaddy Payments, LLC (“GoDaddy,” “we,” “us,” or “our”) and the person, legal entity or organization (“you,” “your” or “Sponsored Merchant”) identified on the application that you or your individual representative ("Representative") completed and submitted (the “Sponsored Merchant Application”). This Service Agreement (i) governs your use of the GoDaddy’s Payment services (“GD Payments”) and shall be effective as of the date you begin using GD Payments or the date you accept this Service Agreement and (ii) incorporates the GoDaddy Universal Terms of Service Agreement (and any successor versions) ("Agreement"). Capitalized terms used in this Service Agreement, but not defined herein are defined in the Agreement, which sets forth the general terms and conditions of your use of the Site and Services. In the event of a conflict between the provisions of the Agreement and the provisions of this Service Agreement, the provisions of this Service Agreement shall control.

We reserve the right, at our sole discretion, to amend, change or modify portions of this Service Agreement at any time. When we do this, we will post the revised Service Agreement on the Site and will indicate the date of such revision. Your continued use of GD Payments after the date of any such changes constitutes your acceptance of the new terms and conditions of this Service Agreement.

1. GD Payments. GoDaddy provides GD Payments to you so you can accept on your website, mobile phone or in your app certain Cards (defined below) from a person or entity to whom a Card is issued or who is authorized to use a Card (a “Cardholder”). As used throughout this Service Agreement, a “Transaction” means an Authorization request of a Cardholder for a payment from the Cardholder to the Sponsored Merchant submitted by Sponsored Merchant to GoDaddy; and an “Authorization” means the process whereby a Cardholder (or Sponsored Merchant on Cardholder’s behalf) requests permission for a payment method to be used for a particular purchase of Sponsored Merchant’s products or services. Our providing of GD Payments is subject to the terms of this Service Agreement, all applicable federal, state, and local laws, statutes, regulations, ordinances, case law and regulatory guidance (collectively, “Applicable Law”), and the Operating Rules (defined below). You agree to abide by, and to use GD Payments in strict compliance with Applicable Law, the Security Standards (defined below), and the Operating Rules.
2. To serve as your payment facilitator, GoDaddy has agreements with Elavon Inc. ("Processor") and Adyen N.V. (each "Processor") and U.S. Bank, N.A. ("Bank"). GoDaddy, Processor and/or Bank may collectively be referred to herein as “Acquirer,” and any of which may exercise rights belonging to Acquirer hereunder. You agree that we may, without amending this Service Agreement, from time-to-time contract with another payment processor to provide payment processing functionality and to serve as “Processor” hereunder or another financial institution to provide sponsorship with the Payment Networks and to serve as “Bank” hereunder. We discuss our agreements with Processor and/or Bank (all such agreements, the “Processing Agreements”) in more detail below.
3. When we refer to a “Card” in this Service Agreement, it means an account (or evidence of an account) that you accept as payment for a good or service that you provide, which account (or evidence thereof) is authorized and established between the Cardholder and one of the following: (a) American Express Travel Related Services Company, Inc. and its successors or assigns (“American Express”); (b) Discover Financial Services, LLC and its successors or assigns (“Discover”); (c) Mastercard International Inc. and its successors or assigns (“Mastercard”); (d) Visa Inc. and its successors or assigns (“Visa”); (e) and any card network issuing credit or debit cards, and, for purposes hereof, the Payment Card Industry Security Standards Council (the parties in (a)-(e), collectively, the “Payment Networks”), or (f) representatives or members of a Payment Network. The Cards and the various payment methods supported through GD Payments may change at any time and without prior notice to you.
4. GoDaddy is a payment facilitator that provides data processing services for Sponsored Merchants. These services are provided on a business-to-business basis to Sponsored Merchants and it is understood that these services are not for personal, family or household purposes. GoDaddy is not a bank, money transmitter, or Money Services Business (“MSB”), and we do not offer banking or MSB services as defined by the United States Department of the Treasury

1. You agree to pay the fees and charges set forth on the fee schedule that appears at GoDaddy Payments Fee Schedule (U.S.), as these may be modified or amended at any time as permitted hereunder (the “Processing Fees”). The Processing Fees are qualified by the other terms of this Service Agreement. You agree that such fee schedule constitutes adequate fee disclosure for purposes of the Operating Rules and Applicable Law.
2. You are responsible for fines and indemnified losses charged by or payable to third parties (including Bank, Processor, and/or any Payment Network), in either case related to or associated with your use of GD Payments, your Transactions, and/or your processing activity. Acquirer may, at any time, with or without notice, collect such amounts (i) pursuant to an invoice we deliver to you; (ii) by demanding immediate payment; (iii) by debiting the Settlement Account (as defined below) and/or any Reserve Funds (as defined below); and/or (iv) by subtracting such amounts from future settlements. Your failure to pay any Processing Fees, any fines and indemnified losses referenced in Section 3.2 or any other payment default by you under this Agreement, including, without limitation, the failure to pay Chargebacks as required under Section 8.6.1, shall be deemed a “Payments Default” (except to the extent GoDaddy is able to recover such unpaid amounts from the Settlement Account within three (3) business days from the date the payment default has occurred). Upon a Payments Default, such amount will accrue interest at the lesser of 1.5% per month or the highest amount permitted by Applicable Law.

1. Term. This Service Agreement shall become effective as of the date you begin using GD Payments and shall continue indefinitely unless and until terminated by either you or us. If you elect to present, and we elect to process, Transactions beyond the date of termination, then this Service Agreement will continue to govern such processing activity.
2. Termination.
   1. You or we may terminate this Service Agreement any time by giving at least thirty (30) days’ notice to the non-terminating party.
   2. In addition to any other termination rights, Acquirer may terminate this Service Agreement (or, may terminate this Service Agreement as to any Payment Network), suspend and/or limit your use of GD Payments and/or decline to process particular Transactions at any time and without notice, if: (a) you fail to comply with any term hereof; (b) Acquirer, in its sole discretion, determines that you and/or any affiliated entity and/or individual are violating the Operating Rules and/or Applicable Law and/or are engaging in suspicious, wrongful, fraudulent and/or deceptive conduct and/or other conduct creating a risk of harm and/or loss to Acquirer and/or the Payment Networks (and we may suspend GD Payments and/or decline to process particular Transactions, with or without notice, during the investigation of any such alleged conduct); (c) you, any guarantor, or any affiliated entity or individual becomes involved in voluntary or involuntary bankruptcy or insolvency proceedings; (d) Acquirer deems you to be financially insecure; (e) you materially alter your business; (f) there is a material change in your processing activity, either from historical processing activity or the activity projected in the Sponsored Merchant Application, or you processed a greater concentration of Cards (e.g., American Express, corporate Cards, and/or international cards) than anticipated; (g) we receive direction from any Payment Network to terminate this Service Agreement; (h) we, in our reasonable discretion, determine that circumstances otherwise warrant immediate termination or suspension; (i) any Payment Network takes any action adverse to our registration or re-registration with such Payment Network; (j) any of the Processing Agreements are terminated; or (k) we determine we are required to terminate this Service Agreement by any of the Processing Agreements or Operating Rules.
3. Your obligations for Transactions processed under this Service Agreement, including your obligation to pay refunds, Chargebacks, Processing Fees, indemnified losses, and other amounts payable to Acquirer or the Payment Networks, survive any termination of this Service Agreement.

1. Sponsored Merchant Application. You agree that all information provided by you or your representative in your Sponsored Merchant Application is complete and accurate. The Sponsored Merchant Application is incorporated herein by reference, and forms part of this Service Agreement.
2. At the time of your or your Representatives' submission of the Sponsored Merchant Application, and each time you submit a Transaction, you represent and warrant to Acquirer that: (a) you have the full legal power, right and authority to enter into and perform under this Service Agreement; (b) (if you are a legal entity) you are duly organized, validly existing and in good standing under the laws of your place of incorporation; (c) you meet the definition of, and have satisfied the requirements applicable to, “Merchants” (taking into account the fact that you are authorized to accept Cards pursuant to this Service Agreement rather than a merchant agreement), “Sponsored Merchants”, and/or “Submerchants” under the Operating Rules; (d) each statement you or your Representative submitted on the Sponsored Merchant Application is and remains true and complete, except as has been disclosed in writing to, and approved by, us, including that your business is not a prohibited business as determined by us; (e) your principal place of business is located in, and you have been formed (if you are an entity or organization), under the laws of the United States; (f) the Transaction complies with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations, was conducted in accordance with this Service Agreement, and arises from a bona fide sale of goods and/or services by you in the United States for which, to the extent required by the Operating Rules, you obtained Authorization; (g) except as otherwise permitted by the Operating Rules, the goods have been shipped and/or delivered and/or the services performed; (h) the Transacti