SOLDI NOW, INC. – MERCHANT AGREEMENT

Version: 2026-11-01 Last Updated: November 1, 2026

Summary of changes from the August 6, 2026 version. This version describes the Soldi Now point-of-sale platform and card acceptance through third-party card processors. It adds Section 2 (Card Processing), Section 4 (Point-of-Sale Platform), Section 13 (Service Availability; Exclusive Remedy), and Section 18 (Changes to this Agreement). The former Section 2 (Fees and Settlement) now applies to bank (ACH) payments only and is Section 3. Section 7 (Data Privacy and Sharing) now covers card processors. Other sections have been renumbered. By continuing to use Soldi Now's services after this version becomes effective, you accept the revised Agreement; you may also be asked to re-acknowledge the Agreement in the merchant dashboard.

This Merchant Agreement ("Agreement") is entered into by and between Soldi Now, Inc. ("Soldi Now," "we," "us," or "our") and the registering business ("Merchant," "you," or "your"). By registering for and using Soldi Now's services, you agree to be bound by the following terms and conditions.

1. Services Provided

Soldi Now provides software and related services that help merchants take orders, accept payments, and engage customers. Depending on the features you enable, these include:

Soldi Now is a technology provider. Soldi Now is not a bank, does not hold your card-sale funds, and is not the acquirer or processor of your card transactions.

To ensure the security and reliability of our platform, we incorporate internal measures such as transaction monitoring, settlement reporting, and risk management. These measures are designed to protect Soldi Now's service infrastructure and help maintain the overall integrity of the payment process, but they do not constitute a standalone fraud protection service for merchants. Our customer support team is available to assist with any issues related to transaction processing.

2. Card Processing

2.1 Processor Agreement

Card payments are processed by a third-party card processor and its sponsor bank (each, a "Card Processor"), such as NMI and its acquiring bank partners, or Stripe, Inc. Before you can accept card payments, you must apply to and be approved by the Card Processor and accept its merchant processing agreement and related terms (the "Processor Agreement"), which may be presented to you within the Soldi Now application. The Processor Agreement is a contract between you and the Card Processor. Soldi Now is not a party to it and is not responsible for the Card Processor's performance, underwriting decisions, or funding.

2.2 Underwriting

The Card Processor decides, in its sole discretion, whether to approve your application, and may request additional information, require a reserve, or limit, suspend, or terminate your card acceptance under the Processor Agreement. You authorize Soldi Now to submit to the Card Processor the business and owner information you provide to us for this purpose, as described in Section 7.1.

2.3 Pricing and Soldi Now Compensation

The fees for card processing are set out in your Processor Agreement or the pricing presented to you when you sign it. You acknowledge that Soldi Now may receive compensation from the Card Processor based on your card processing volume or fees.

2.4 Settlement

Card-sale funds are settled to your bank account by the Card Processor on the schedule set out in the Processor Agreement. Card-sale funds do not pass through your Soldi Now merchant wallet, and Soldi Now has no obligation to fund, advance, or guarantee any card settlement.

2.5 Refunds, Chargebacks, and Reserves

Card refunds, chargebacks, disputes, retrievals, fines, and reserves are governed by the Processor Agreement and the rules of the card networks. You are responsible for all chargebacks, refunds, and related fees and assessments on your card transactions. Soldi Now may provide tools to issue card refunds and to view disputes, but the Card Processor's records control.

2.6 Card Network Rules

You must comply with the operating rules of the card networks (such as Visa, Mastercard, American Express, and Discover) as incorporated into your Processor Agreement, including rules on surcharging, receipts, refunds, and the display of card brand marks.

2.7 Card Data Security and Devices

You must comply with the Payment Card Industry Data Security Standard (PCI DSS) as it applies to your business, and must not record, copy, or store full card numbers, security codes, or PINs outside the payment devices and payment pages provided for that purpose. If you use card readers or other payment devices supplied through Soldi Now or a Card Processor, you are responsible for their safekeeping; you must inspect them for tampering, promptly report any device that is lost, stolen, or tampered with, and pay any device fees set out in your fee schedule or the Processor Agreement.

3. Bank (ACH) Payments: Fees and Settlement

This Section 3 applies to payments made by customers from a linked bank account through Soldi Now ("Bank Payments"). It does not apply to card payments, which are governed by Section 2 and the Processor Agreement.

3.1 Transaction Fees

Transaction fees, if any, are as set out in the fee schedule in effect for your account, as presented to you at enrollment or as subsequently agreed in writing. Unless your fee schedule provides otherwise, Soldi Now does not charge a per-transaction fee on Bank Payments.

3.2 Fee Deduction

All applicable fees, and any merchant-funded discounts or rewards applied at settlement on your behalf, will be deducted from the gross Bank Payment amount prior to settlement.

3.3 Payout Schedule

Net proceeds of Bank Payments, after fee deduction, will be settled into your Soldi Now merchant wallet within 2–5 business days, subject to risk or compliance reviews. After settlement, funds can be withdrawn by the merchant to their connected bank account at their discretion; however, withdrawals are limited to once per day.

3.4 Bank Returns and Reversals

In the event of a bank return, reversal, or rejection of any Bank Payment (including due to insufficient funds, account closure, inaccurate account details, or fraudulent activity), the merchant authorizes Soldi Now to recover the full amount of the returned transaction by deducting it from the merchant's Soldi Now wallet balance or, if insufficient, by debiting the merchant's connected bank account.

Bank Return Finality and Excessive Returns: You acknowledge that bank returns are final and are not negotiable with Soldi Now. Moreover, Soldi Now reserves the right to monitor your return rate. Should your rate of returned transactions exceed standard industry thresholds or the thresholds defined by Soldi Now, we may, at our discretion:

Soldi Now employs fraud detection and transaction monitoring through our in-house systems and trusted partners. The verified customer information provided on your dashboard—for example, the email address associated with each transaction—serves as a reference for monitoring transaction integrity. In addition, our system automatically generates alerts for activity that appears unusual. Because you ask the customer to pay a specified amount, it is important that you verify that the amount indicated in both the alert and your transaction history corresponds with the amount you requested. Should you identify any unusual or unexpected activity, you must escalate the issue to Soldi Now immediately using the designated support channels (for example, contacting our support team at support@soldinow.com or as detailed in Section 20). By using our platform, you acknowledge that while initial fraud detection is managed by Soldi Now, you remain responsible for confirming that the correct amount has been paid and for alerting us if any discrepancies or suspicious activities occur.

3.5 Refunds of Bank Payments

Merchants may initiate a refund for any completed Bank Payment within 30 calendar days from the original transaction date:

Merchants are responsible for ensuring timely refunds and maintaining sufficient funds in their Soldi Now wallet to cover any refund transactions.

4. Point-of-Sale Platform

4.1 License

Subject to this Agreement, Soldi Now grants you a limited, non-exclusive, non-transferable, revocable license to use the Soldi Now point-of-sale applications and merchant pages for your own business operations during the term of this Agreement. You may not copy, modify, reverse engineer, resell, or sublicense them, or use them to build a competing product.

4.2 Your Content and Data

You retain ownership of your menu, item descriptions, images, prices, and other content you provide ("Merchant Content"), and of your own business records. You grant Soldi Now a license to host, display, and process Merchant Content to provide the services, including on your online-ordering pages, in the discovery surface, and to third-party ordering channels you enable. You represent that you have the right to use and license all Merchant Content.

4.3 Accuracy of Menus, Prices, Taxes, and Allergen Information

You are responsible for the accuracy of your menu, prices, item tags (including dietary and allergen tags), store hours, and tax settings, and for the goods you sell. Soldi Now calculates taxes using the rates and settings you configure; you remain responsible for determining, collecting, reporting, and remitting all applicable sales and other taxes. Allergen and dietary information shown or spoken to customers through the services is based only on the information you provide.

4.4 Customer Ordering Channels and Automated Features

The services may let customers order through channels you enable, such as self-service kiosks, online and table ordering pages, voice ordering, and third-party AI assistants. Some of these features use automated or AI-based processing to interpret customer requests. These features can make mistakes; customers confirm their orders before paying, and you remain responsible for reviewing and fulfilling the orders you accept.

4.5 Equipment and Third-Party Services

Tablets, printers, network equipment, and internet service are your responsibility unless otherwise agreed in writing. The services depend on third-party services (including Card Processors, banking partners, hosting, messaging, and mapping providers) that Soldi Now does not control.

5. Merchant Responsibilities

Prohibited Activities: You agree not to use Soldi Now to process transactions for any prohibited or unlawful activities, including, but not limited to:

6. Compliance and Audit Rights

Soldi Now reserves the right to:

7. Data Privacy and Sharing

7.1 Onboarding and Payment Facilitation

You authorize Soldi Now to collect and share business information, and personal information about your owners, officers, and controllers (such as name, date of birth, Social Security number, home address, and ownership percentage), with our banking, card processing, and identity verification partners for purposes related to onboarding, underwriting, compliance, and payment facilitation. You acknowledge that a Card Processor may obtain business and personal credit reports and verify identity as part of underwriting, as described in its Processor Agreement. You represent that you have authority to provide this information on behalf of each individual concerned. All data is handled in accordance with our Privacy Policy.

7.2 Customer Data Provided to You

Soldi Now will make available to you customer information related to transactions at your business (for example, the customer's name and the email address used at the time of payment, transaction amount, and reward redemption data). You may use this information only to:

You may not use customer information you obtain through Soldi Now to send unsolicited marketing communications outside the Soldi Now platform, to sell or transfer such information to any third party, or for any purpose inconsistent with the Soldi Now Privacy Policy or applicable law.

7.3 Customer Data Processed by Soldi Now for Network Services

To operate the discovery surface, behavioral campaigns, cross-merchant offers, Brand-funded campaigns, promotional communications, and measurement described in Sections 8–12, Soldi Now processes data across the Soldi Now network (including data derived from transactions at your business and at other participating merchants) as a controller for those purposes, in accordance with the Soldi Now Privacy Policy. You acknowledge and agree to this processing.

8. Promotional Communications on Behalf of Merchant

8.1 Authorization

You appoint Soldi Now to send promotional communications—push notifications, in-app messages, email, and (subject to user opt-in) SMS—on your behalf to Soldi Now users who have transacted with you or who match audiences you configure (for example, lapsed-customer win-back, repeat-customer retention, first-visit invitations to nearby users). These communications may be triggered by behavioral signals automatically (lapse detection, frequency, related-merchant activity) rather than by your manual sends.

8.2 Sender Identification

Each communication will identify Soldi Now as the sender and identify your business as the merchant on whose behalf it is sent. Where a Brand Partner funds the offer, the Brand Partner will also be disclosed.

8.3 Customer Opt-Out

Customers may opt out of promotional communications. You agree not to attempt to contact, or to request that Soldi Now contact, customers who have opted out of promotional communications, except through transactional communications necessary to operate a specific transaction (for example, receipts or refund notices).

8.4 Content Standards

All campaign content (offer terms, creative text, imagery) you configure must be truthful, not misleading, must comply with applicable advertising and consumer-protection law, and must comply with Soldi Now's then-current content policies. Soldi Now may reject, edit (for length or formatting), or pause any communication that does not meet these standards.

8.5 Cost

Costs of promotional communications are described in your active fee schedule or campaign confirmation. By default, you bear the cost of any discount applied at redemption; Soldi Now bears the cost of delivery (push, email, SMS) unless otherwise agreed.

9. Cross-Merchant Network and Discovery

9.1 Inclusion in Discovery

By using Soldi Now, you authorize Soldi Now to include your business and your active offers in the Soldi Now discovery surface and to present your business to Soldi Now users in your area or matching your configured audiences.

9.2 Cross-Merchant Targeting

You may configure offers that target customers of other participating merchants in the Soldi Now network (for example, a restaurant targeting customers of a particular grocer who have not previously visited the restaurant). You acknowledge and agree that Soldi Now will likewise allow other participating merchants to target your customers in the same way. Audience selection is performed internally by Soldi Now; no merchant receives the identity of a targeted customer unless and until the customer chooses to redeem the offer at that merchant. Soldi Now may decline, limit, or condition any cross-merchant campaign at its sole discretion, including to manage category conflicts.

9.3 No Direct Access to Other Merchants' Customer Lists

You will not receive a list of any other participating merchant's customers, nor will any other participating merchant receive a list of yours. Cross-merchant targeting operates only through Soldi Now's internal audience-selection system and the resulting offer impressions.

9.4 Pay Per Redemption

Unless otherwise agreed, cross-merchant offers are billed to the offering merchant on a pay-per-verified-redemption basis. The applicable rate is set out in your active fee schedule or campaign confirmation.

10. Brand- and CPG-Funded Campaigns

10.1 Brand Partner Campaigns

From time to time, consumer-product brands, distributors, manufacturers, or similar third parties ("Brand Partners") may fund offers redeemable at your business (for example, a basket-level discount funded by a packaged-goods brand, or an SKU-level discount on a specific product).

10.2 Merchant Authorization

You authorize Soldi Now to:

Reports to Brand Partners will not include personally identifying information about your customers, except as required by applicable law.

10.3 Settlement of Brand-Funded Amounts

For Brand-funded discounts, the Brand-funded discount amount will be reimbursed to you by Soldi Now from the Brand Partner's campaign funding, as described in your active fee schedule or campaign confirmation.

10.4 Right to Decline

You may decline to participate in any specific Brand-funded campaign by notifying Soldi Now, subject to any campaign-specific commitments you have separately accepted.

11. Measurement and Incrementality Reporting

11.1 Measurement Activities

Soldi Now measures the effect of offers and promotional communications by tracking whether a recipient redeemed an offer, whether they returned for additional full-price purchases afterward, and how their behavior changed compared with similar users who did not receive the offer.

11.2 Reports to You

Soldi Now may provide you with performance reports concerning campaigns at your business, which may include the number of customers reached, redemptions, post-offer repeat-visit rates, estimated incremental revenue, and similar performance metrics. Estimates in these reports are provided for information only and are not a guarantee of results.

11.3 Reports to Brand Partners

For Brand-funded campaigns at your business, Soldi Now will report verified redemption results to the funding Brand Partner as described in Section 10.2 and in the Privacy Policy.

11.4 Use of Measurement Data

You may use Soldi Now performance reports for your own internal business purposes. You will not republish reports identifying other participating merchants by name without Soldi Now's prior written consent.

12. Sponsored Placement (Optional)

12.1 Service

You may, at your option, purchase Sponsored Placement to increase the prominence of your business or a specific offer in the discovery surface for users in a configured area or audience.

12.2 Disclosure

Sponsored Placement will be labeled to users in a manner consistent with applicable disclosure requirements.

12.3 Pricing

Sponsored Placement is billed in accordance with the rate, period, and audience size described at the time of purchase.

13. Service Availability; Exclusive Remedy

13.1 No Guarantee of Availability

THE SERVICES, INCLUDING THE POINT-OF-SALE, KIOSK, ONLINE-ORDERING, AND PAYMENT-FACILITATION SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE." SOLDI NOW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.2 Service Credit

If the Core Services are Unavailable to you for more than four (4) consecutive hours, you may request a service credit, subject to the following:

13.3 Exclusions

The Core Services are not considered Unavailable as a result of: (a) scheduled or emergency maintenance; (b) your internet connection, network, tablets, printers, card readers, or other equipment; (c) outages or errors of Card Processors, card networks, banks, or other third-party services Soldi Now does not operate; (d) your acts or omissions, or use of the services contrary to this Agreement or our instructions; (e) suspension of your account under this Agreement; or (f) events beyond Soldi Now's reasonable control, including natural disasters, power or telecommunications failures, labor disputes, government action, or acts of war or terrorism.

13.4 Exclusive Remedy

THE SERVICE CREDIT IN SECTION 13.2 IS YOUR SOLE AND EXCLUSIVE REMEDY, AND SOLDI NOW'S ENTIRE LIABILITY, FOR ANY UNAVAILABILITY, INTERRUPTION, DELAY, OR ERROR OF THE SERVICES.

13.5 Business Continuity

You are responsible for maintaining a reasonable alternative means of taking orders and accepting payment (for example, accepting cash or using a separate payment method) during any interruption of the services.

14. Term and Termination

Effective Date: This Agreement becomes effective when you accept the terms and continues until terminated by either party.

Termination Rights: Either party may terminate this Agreement at any time with appropriate written notice. Soldi Now may immediately suspend or terminate your account if you breach any terms or if there is evidence of high fraud risk, compliance violations, or as otherwise required by law.

Processor Agreement: Termination of this Agreement does not by itself terminate your Processor Agreement, which is terminated in accordance with its own terms. If your Processor Agreement is terminated or suspended, card acceptance through Soldi Now will stop.

Survival: Sections 2.5, 3.4, 3.5, 7.2, and 13 through 17 survive termination, together with any payment obligations accrued before termination.

15. Indemnification

You agree to indemnify, defend, and hold harmless Soldi Now, its affiliates, and their respective officers and employees from any and all claims, losses, liabilities, or expenses arising from:

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SOLDI NOW SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, COSTS OF SUBSTITUTE SERVICES, LOSSES ARISING FROM DOWNTIME OR INTERRUPTION OF THE SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SOLDI NOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOLDI NOW'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL DIRECT FEES PAID BY YOU TO SOLDI NOW IN THE NINETY (90) DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

THE LIMITATIONS IN THIS SECTION 16 AND IN SECTION 13 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REFLECT AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES THAT IS REFLECTED IN SOLDI NOW'S PRICING.

17. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict-of-law rules. All disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with venue in Delaware. Claims must be brought in a party's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

18. Changes to this Agreement

Soldi Now may update this Agreement from time to time. The current version is identified by the Version date at the top of this document. We will notify you of material changes by email or in the merchant dashboard at least 30 days before they take effect, unless a change is required sooner by law, by a Card Processor or banking partner, or to address a security or fraud risk. Your continued use of the services after a change takes effect constitutes acceptance of the revised Agreement.

19. Entire Agreement

This Agreement, together with your fee schedule, our published Terms of Service and Privacy Policy, constitutes the entire understanding between you and Soldi Now regarding your merchant services. It supersedes all prior agreements, whether written or oral, relating to the subject matter herein. Card processing is also governed by your Processor Agreement; in the event of a conflict between this Agreement and the Processor Agreement concerning card processing, settlement, chargebacks, or reserves, the Processor Agreement controls.

20. Contact Information

For any questions or concerns regarding this Agreement, please contact us at: