Payment Processing Agreement
PAYMENT PROCESSING AGREEMENT
This Payment Processing Agreement is a contract between you (“Merchant”) and Bushel Exchange, LLC (“Bushel” or the “Platform”) governing your use of the payment processing services provided by Bushel. By clicking “I Agree” as part of your Software Subscription Order, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth in this Agreement on behalf of yourself or the entity you are authorized to represent. If you do not agree to these terms, you may not access or use Bushel’s services. Your continued use of Bushel’s services constitutes your acceptance of these terms and any future modifications.
1. Processing Services. In addition to its core services offering, Platform offers embedded payments processing services, which includes credit card, debit card, and other card processing services, as may be offered by Platform from time-to-time (collectively the “Processing Services”).
2. Fees and Taxes. Related to the Processing Services, Platform will charge Merchant according to the fees listed below (“Processing Fees”). All Processing Fees payable under this Agreement are exclusive of taxes. Merchant may charge its customer fees at its discretion provided such fees are in compliance with applicable laws and regulations.
Processing Fees
| Processing Fees Item | Cost Per Unit |
| Card Transaction Volume Fee | 2.99% |
| Bushel Branded Card Volume | 1.99% (1% discount credited monthly) |
| Surcharge for American Express Volume | .50% |
| Transaction per Item Fee | 30 cents |
| Refund per Item | 30 cents |
| Card Network Chargeback | $25 |
| Account Card Updated Per Card Updated | 30 cents |
3. Processing Terms and Conditions. By using the Processing Services, Merchant agrees to the Processing Terms and Conditions available at https://legal.rainforestpay.com/processingterms, which may be amended at any time on notice.
4. Bushel Business Account. The item referenced as “Demand Deposit Account and ACH Permission” in the Processing Terms and Conditions referenced in the preceding section will be a Bushel Business Account, which will be assigned a routing number and unique account number, by Bushel.
5. Term. The term of this Agreement begins on the Effective Date and continues until terminated by either party in accordance with the provisions of this Agreement.
6. Termination
a. Termination for Convenience: Either party may terminate this Agreement at any time with thirty (30) days’ written notice to the other party.
b. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement, provided that such breach is not cured within thirty (30) days after written notice of such breach.
7. Liability Limitation. a. Disclaimer of Liability: Except for gross negligence or willful misconduct, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising from or related to this Agreement, regardless of the legal theory under which such damages are sought.
b. Limitation of Liability: In no event shall the liability of Platform for any claim, whether arising in contract, tort, or otherwise, exceed the total fees paid by Merchant to Platform under this Agreement for the six (6) months preceding the event giving rise to the claim.
8. As-Is Warranty. Platform provides the Processing Services “as-is” and makes no warranties or representations, express or implied, regarding the services provided hereunder, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. Merchant acknowledges and agrees that it uses the Processing Services at its own risk.
9. Indemnification. Merchant agrees to indemnify, defend, and hold harmless Platform and its affiliates, directors, officers, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorney’s fees) arising from Merchant’s use of the Processing Services, including but not limited to third-party claims of infringement, breach of law, or any failure by Merchant to comply with applicable laws and regulations.
10. Confidentiality. Both parties agree to maintain the confidentiality of any proprietary or confidential information shared during the term of this Agreement. This obligation shall survive termination of the Agreement for a period of three (3) years.
11. Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, war, labor strikes, governmental actions, or other force majeure events.
12. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota. Any disputes arising from or in connection with this Agreement shall be resolved through binding arbitration in Fargo, North Dakota, in accordance with the rules of the American Arbitration Association.
13. Miscellaneous
a. Entire Agreement: This Agreement, including all appendices and terms referenced herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
b. Amendment: This Agreement may be amended only by a written agreement signed by both parties.
c. Assignment: Merchant may not assign this Agreement without the prior written consent of the Platform.