Effective as of 7.17.2024

Boost 100 Terms and Conditions

These Terms and Conditions (“Agreement”) constitute a legal agreement by and between Boost Payment Solutions Inc. (“Boost”) and the individual or business using the Boost 100 services (“Services”) as a buyer of goods or services (“Buyer”) seeking to send payment to suppliers of those goods or services (“Suppliers”). This Agreement governs Buyer’s use of the Services and any website, domain, portal, platform or mobile applications provided by Boost or its partners (collectively, the “Platform”) through which Buyer may access and use the Services. BUYER MAY NOT USE THE PLATFORM OR THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS. PLEASE REVIEW THEM CAREFULLY.

1. Definitions.

Capitalized terms used in this Agreement and not elsewhere defined have the following meanings:1.1 “ACH” means the Automated Clearing House network used for electronic funds transfers, governed by the Rules established by the National Automated Clearing House Association (“NACHA”).

1.2 “Money Transmitter”

means the Service Provider designated by Boost to provide money transmission services for Buyer in connection with the Services. The Money Transmitter is TransferMate Inc. and/or its international affiliates.

1.3 “Payment Networks”

means Visa Inc., Mastercard Incorporated, Discover Financial Services, American Express Company, debit networks, and any other applicable payment network or association through which Boost may process payment transactions.

1.4 “Payment Processor”

means the Service Provider designated by Boost to process payment card transactions for Buyer in connection with the Services. The Payment Processor is Worldpay, LLC and/or its international affiliates.

1.5 “Regulatory Authority”

means any governmental body, law enforcement agency, court, industry regulator (including but not limited to the PCI Security Standards Council, LLC (“PCI”) and NACHA), or other person that has jurisdiction or authority over the Services or the transactions contemplated in this Agreement.

1.6 “Rules”

means the rules, operating regulations, by-laws, minimum criteria, standards, policies, and/or procedures issued by the Payment Networks, sponsoring banks, Service Providers, Regulatory Authorities, and others which govern or affect any Services provided under this Agreement, including but not limited to the Visa Cardholder Information Security Program, the Mastercard Site Data Protection Program, PCI-DSS, the NACHA Rules and Guidelines, and any other program or requirement, as each may be amended or updated from time to time.

1.7 “Service Provider”

means any Boost vendor or other third party that assists Boost in providing the Services to Buyer, which may include but not be limited to Payment Processors, Money Transmitters, and their sponsoring banks.

2. Services

2.1 Use of Services.

The Services enable Buyer to initiate a payment transaction to pay a Supplier for goods or services. The transaction amount will include the value of the amount Buyer instructs Boost to pay the Supplier and, if applicable, Service Fees (defined in Section 3 below).

2.2

Buyer agrees to provide true, accurate and current information in connection with the Services. Buyer is responsible for updating and correcting any information previously submitted by or on behalf of Buyer if such information changes. Buyer may not request, introduce, or process transactions using the Services on behalf of any third party.

2.3 Payment Transactions.

Buyer will submit to Boost payment transactions in the format required by Boost. Buyer is solely responsible for verifying the accuracy and completeness of each transaction and associated information submitted to Boost. Each Buyer payment submission constitutes a representation and warranty by Buyer to Boost that the payment is approved for the goods or services sold by the Supplier. Buyer represents and warrants that: (a) it will use the Services and enter into transactions with Suppliers only for lawful purposes in connection with its bona fide business operation and in compliance with the Rules and all applicable state, federal, and local laws, rules, and regulations (“Laws”); (b) Buyer is not engaged in any fraudulent business operation or any business operation prohibited by any applicable Law or Rule; and (c) the information provided to Boost in connection with each transaction submitted using the Services is true, complete, and not misleading in all respects. Buyer must provide correct and current payment information for each payment transaction. Buyer is responsible for verifying the accuracy of payment details and Boost will have no liability for losses or damages due to Buyer’s or Supplier’s actions or inactions. Boost will charge Buyer’s payment card in the amount due to the Supplier (“Supplier Payment”), plus, if applicable, the Service Fee. The payment card transaction will be processed by the Payment Processor. The Payment Processor, or its sponsoring bank, will settle the transaction funds to one or more accounts held by or in the name of the Money Transmitter or its partner bank. Such account(s) will be held for the benefit of Boost’s customers (“F/B/O Account”). For the avoidance of doubt, the parties acknowledge and agree that at no time will Boost be accepting, receiving, or otherwise remitting any funds on behalf of Buyer. The Money Transmitter will then transfer the portion of the total transaction amount equal to the Supplier Payment from an F/B/O Account to the Supplier and will pay the Service Fees to Boost. Boost does not take legal ownership of or have control over the F/B/O Account(s) or any Supplier Payment funds at any time. Boost has the right to instruct the Service Providers (including the Payment Processor and the Money Transmitter) on the transfer and use of such funds, but does not maintain any active or constructive control or ownership over such funds. Buyer acknowledges that one or more Service Providers may hold Supplier Payments in one or more F/B/O Accounts in connection with transmitting funds to Suppliers. Buyer further acknowledges and agrees that the Payment Processor’s remittance to the Money Transmitter satisfies any obligations that Boost or the Payment Processor may have to Buyer under this Agreement or any other agreement regarding the card transaction.

2.4 Transaction Monitoring.

Transactions are monitored for unusual activity and fraudulent transactions, so unusual or multiple transactions may prompt a Buyer inquiry or temporary account suspension to allow investigation of such transactions. Boost and Service Providers reserve the right not to process transactions or to terminate the provision of the Services in whole or in relation to any transaction of Buyer or a Supplier, for any reason, including without limitation if Boost believes, in its sole determination and discretion, that: (a) the transaction is or may be fraudulent or in violation of this Agreement or any Laws or Rules; (b) Buyer is likely to reject or reverse a purchase after the withdrawal of the funds; (c) Buyer’s use of the Services is or may become subject to any investigation, inquiry, inspection, audit, or regulatory request; (d) Buyer has breached its obligations under this Agreement; (e) Boost is required to do so by law or court order or by a Service Provider, financial institution, Payment Network, or Regulatory Authority; or (f) such action is necessary or appropriate to prevent harm to Boost, Service Providers, Suppliers, or any third party, or upon the occurrence of any event (in relation to Buyer or a particular Supplier) that may increase risk to Boost or its Service Providers. Furthermore, at any time post submission, a payment may be subject to review during which Boost or a Service Provider may place a temporary hold on the delivery of the payment for as long as reasonably required to conduct an appropriate inquiry regarding Buyer, the Supplier, Buyer’s business, a bill, payment history, and other relevant circumstances and factors. Boost also reserves the right to cancel any payment. In such cases and as permitted by applicable Law, funds will be returned via the original payment method, or if necessary via other means, in Boost’s sole discretion. A payment’s fund disbursement channel and expected delivery timeframe is a projected estimate based on Boost’s historical performance for a given disbursement channel, and is subject to change. Boost will not have any liability related to a delay in the expected delivery date.

2.5 Chargebacks.

Buyer acknowledges that for all transactions made under this Agreement, Buyer will not be entitled to any chargeback rights under the Rules or otherwise, and waives such rights and all zero liability rights under the Rules. Buyer accepts all risks associated with non-performance of the Supplier. No chargeback rights will apply to Buyer under any transaction submitted under this Agreement or using the Services, and any non-performance claims against the Supplier must be resolved by Buyer outside of the Rules (including but not limited to Rules governing chargebacks and disputes between a cardholder and a merchant). In the event Boost is required to be involved in any chargeback, clawback, or ACH or other return of funds from the Supplier which Buyer has initiated outside of the Services, or if Boost is otherwise compelled to pursue the Supplier for any chargeback, clawback, or return, Buyer agrees to assign to Boost any claims it may have against the Supplier associated with such chargeback, clawback, or return. Buyer further agrees that Boost may contact the Supplier directly to request reimbursement for any payment that has been transmitted to the Supplier and for which Buyer has initiated a chargeback, clawback, or return.

2.6 International Payments.

International transfers may not be available through some or all Services. To the extent international payments are supported, such payments may be subject to other fees, including but not limited to processing fees, landing fees and intermediary fees which may be charged by Service Providers, Buyer’s bank, a correspondent bank or any other payment provider used to enable the payment. Such fees for international payments will be outlined in an applicable fee schedule and may be charged to Buyer unless otherwise provided therein. International payments may be governed by rules of payment networks used to process such payments, OFAC regulations, and may be subject to the laws of jurisdictions outside the United States, including the jurisdictions where Suppliers are located. 

2.7 Service Availability.

Boost retains the right, in its sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason without liability. While Boost uses reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. Buyer understands and agrees that there may be interruptions to the Services and/or access to the Account due to circumstances both within Boost’s control (e.g., routine maintenance) and outside of Boost’s control. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.

2.8 Processing Errors.

Buyer must provide Boost with correct and timely payment information and Boost will submit transaction information to its Service Providers for processing strictly in accordance with Buyer’s instructions. Boost is not responsible for funds delivered to the incorrect supplier due to erroneous information submitted by Buyer, and Buyer will indemnify and hold Boost harmless from and against any amounts incurred by Boost as a result of Buyer’s tardy or incorrect payment instructions. In such case, Boost may, in its sole discretion, use commercially reasonable efforts to assist Buyer in resolving the error. In the event an error is solely and directly due to Boost’s error, Boost will use commercially reasonable efforts to promptly correct the error and re-process the transaction.

2.9 Background Checks.

As required under applicable Law and Rules, Boost has implemented policies and procedures that are designed to verify its customers’ identities and to detect and prevent money laundering, terrorist financing, sanctions breaches, bribery and corruption, fraud, abusive transactions and behaviors, and financial crimes. To that end, Buyer may be required to provide certain information about Buyer, Buyer’s business, and its beneficial owners before using the Services and engaging in payment transactions. These procedures may be updated from time to time as necessary to reflect any changes in Law, applicable guidelines, or market practices.

2.10 Supplier Screening.

Buyer understands that Boost is required to conduct certain anti-money laundering and due diligence procedures on Suppliers and screening of a Supplier’s goods and services to ensure they are permitted under applicable Laws and Rules, and that a transaction cannot be processed until such procedures and screenings are completed. Buyer may not send payments to any Supplier of goods and services on the attached Prohibited Activities / Supplier List, which may be updated from time to time in Boost’s sole discretion, or to any Supplier that is identified on a government sanctions list or that is located in an embargoed country. Buyer may also be asked to provide a tax-compliant invoice issued to Buyer by the Supplier, which should include details of the Supplier’s name, business and tax registration numbers, location, jurisdiction of incorporation. Boost may conduct Supplier bank account verification to confirm that the account is valid and existing and that it is held in the name of the Supplier. Buyer must immediately notify Boost on the occurrence of any change in the Supplier information, after which Boost may need to redo some or all of the above procedures in respect of such change, which in some cases may delay payment. Boost may refuse to process payments to a Supplier if the Supplier is not eligible to receive payments via the Services or if doing so would violate the Rules. Boost reserves the right to contact Supplier directly to collect information about such Supplier, in Boost’s sole discretion. If Buyer is providing a Supplier’s screening information to Boost, Buyer represents and warrants that: (a) Buyer has authority and consent from the Supplier to provide Boost with such information on the Supplier’s behalf; (b) to Buyer’s knowledge all such information is true, complete, and not misleading; (c) the Supplier has certified that it conditionally accepts or does not accept payments via payment cards for the goods or services purchased by Buyer and is therefore pursuing payment via Boost in its role as a payment solution provider as defined by and in accordance with applicable Rules; (d) the Supplier has authorized Buyer (and Boost and its Service Providers on Buyer’s behalf) to send the payment to Supplier’s designated bank account via ACH (or other equivalent banking network in the case of international transfers); and (e) the Supplier has agreed that all payments to the Supplier will be governed by the NACHA Rules (or the Rules of the applicable country’s banking network in the case of international transfers) and the Supplier has agreed to be bound by such Rules. Upon request Buyer will be required to provide documentation from the Supplier evidencing any of the foregoing.

2.11 Relationship with Suppliers.

By submitting any payment to a Supplier, Buyer confirms that the Supplier has shipped the goods or delivered the services and/or Buyer has approved the payment. Neither Boost nor any Service Provider is a party to any agreement Buyer may have with the Supplier to whom Buyer is making a payment and any disputes are solely between Buyer and the Supplier. Accordingly, Neither Boost nor any Service Provider assumes any responsibility and will have no liability for any consequences resulting from any interactions or agreement with Suppliers, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. Neither Boost nor any Service Provider in any way endorses, recommends, or bears any responsibility or liability for any products, services or statements presented by Suppliers. By submitting your payment for processing, Buyer agrees that the goods or services provided by Suppliers are to Buyer’s satisfaction. Buyer agrees that Boost and its Service Providers will have no obligation regarding any dispute, complaint, or issue between Buyer and Supplier regarding the transaction or any goods and services provided by the Supplier, or any losses incurred in connection with such transaction, including but not limited to regarding undelivered goods or services, or insufficient or unexpected quality or untimely delivery of the goods and services provided, and Buyer agrees that it will not bring any such disputes or claims against Boost or its Service Providers. Any such disputes or claims between Buyer and any Supplier must be addressed by and between the parties to such dispute. Boost is not responsible for the delivery, quality, safety, legality or any other aspect of goods and services sold by a Supplier, or any other interaction or relationship between Buyer and any Supplier. Boost is unable to reverse any completed payments made to the Supplier or cause any funds previously transferred to be returned. Therefore, if the Supplier has posted or offered any sort of return or exchange policy, Buyer must contact the Supplier to make use of such policy, and Buyer’s only recourse for any alleged violations of such policy will be between Buyer and the Supplier.

2.12 Service Providers.

To the extent the Services or portions thereof are provided through Service Providers, Buyer may be required to enter into a separate agreement with each such Service Provider. Without limiting the foregoing, Buyer’s acceptance of this Agreement will constitute Buyer’s acceptance of the TransferMate Terms & Conditions available here. (which, for clarity, will be an agreement solely between Buyer and TransferMate; Boost will not be a party to such terms and conditions). In addition, Buyer authorizes Boost to access and manage Buyer’s account with the Services Providers. This means that Boost is authorized to (a) access usage, balance, and other data relating to Buyer’s account with the Service Providers, and (b) issue instructions to Service Providers regarding Buyer’s funds held or processed by Service Providers. Buyer agrees to complete and submit any additional authorization forms or other such documentation as required by a Service Provider or requested by Boost. Buyer acknowledges and agrees that (a) the Supplier is the seller of the goods and services; (b) any money movement services are provided by the Money Transmitter, not Boost; and (c) the Money Transmitter, and not Boost, is the party responsible for settling funds in connection with money transmission transactions with the Supplier. Boost reserved the right to change its Service Providers at any time with notice to Buyer, in which case Buyer may be required to enter into a new agreement with the newly designated Service Provider, as applicable.

3. Payment Terms

3.1 Service Fees.

Buyer may owe Boost a fee for each payment transaction submission, the amount of which is set forth on the applicable fee schedule provided to Buyer by Boost (“Service Fee”). Service Fees will be collected by adding the Service Fee to the Supplier Payment prior to processing the payment (as described above in Section 2.4). Service Fees will be displayed as a separate line item in the monthly statement from Boost, and may be described or classified as “service fee” or similar designation on such receipt or order confirmation. Boost is authorized to set off or withhold any amounts owed by Buyer to Boost against any amounts payable to Buyer by Boost.

3.2 Payment Authorization.

By submitting Buyer’s payment information Buyer authorizes Boost and its third party providers to charge Buyer’s credit card, initiate ACH debits, or otherwise process Buyer’s payment method in the amount of the Supplier’s Payment plus the Service Fee, if applicable. By submitting Buyer’s payment method information (whether bank account, credit, or other supported method), Buyer certifies that it is an authorized user of the bank account, credit card, or other such account and that the origination of ACH transactions from such bank account or the initiation of a card transaction or other payment to the Supplier complies with all Laws and Rules. All ACH payments will be made according to NACHA Rules and Buyer agrees to be bound by the NACHA Rules. Buyer assumes all responsibilities of an originator and of a third party service provider acting on behalf of an originator under the NACHA Rules. Buyer makes all representations and warranties required under the NACHA Rules for an originator or a third party service provider acting on behalf of an originator, including a representation that the transfer to the Supplier’s account has been validly authorized by the Supplier. Boost and its Service Providers have the right to audit Buyer’s compliance with this Agreement and the NACHA Rules, and to terminate or suspend this Agreement for any breach of or failure to comply with the NACHA Rules.

3.3 Taxes.

Buyer will pay all taxes related to this Agreement, and Boost will not be responsible for withholding or paying any tax on behalf of Buyer. Boost will have no obligation to determine whether any taxes apply, or to calculate, collect, report, or remit any taxes to any taxing authority. Buyer will indemnify and hold Boost harmless from any tax paid by Boost on behalf of or due to the actions of Buyer or regarding any transaction.

3.4 Billing Disputes.

If Buyer believes that any Service Fees or other amounts charged to Buyer by Boost are in error, Buyer must dispute such Service Fees or amounts in writing within 30 days after receiving notice of the transaction associated with the Service Fees or amounts, in order to receive any adjustment thereto. If Boost determines in its sole discretion after a reasonable investigation that an adjustment is warranted, it will initiate such adjustment. All amounts and fees will be deemed accepted by Buyer if not disputed in writing within such 30-day period, and Buyer’s failure to dispute any fees or amounts settled within such period will constitute a full waiver of any claim, loss, expense, or error related thereto. For clarity, this does not apply to disputes regarding the Supplier Payments sent to Suppliers, which disputes must be made directly to the Supplier (as described in Section 2.13).

4. Compliance and Data Security

4.1 Compliance.

Buyer will comply with this Agreement, applicable Law, the Rules, and other standards required by Boost, including without limitation those governing data security. Buyer will not subcontract, assign, license or in any other manner extend or transfer to any third party any right or obligation Buyer has with respect to the Services. Buyer will promptly notify Boost of any failure, of which it obtains knowledge, to comply with any applicable Laws and Rules applicable to the Services. The Rules, to the extent applicable, are incorporated by this reference as they relate to the Services. Without limiting the applicability of the other provisions of this Agreement, the provisions of the Rules applicable to the Services will be in addition to, and not in lieu of, the other provisions of this Agreement; provided, however, where a provision or any portion of the applicable Rules conflicts with the other provisions of this Agreement, the provision or portion of the Rules will prevail, but only to the extent of such conflict.

4.2 Data Security.

Buyer will be responsible for the acts and omissions of its representatives using the Services on its behalf, and Buyer is solely responsible for the activity that occurs while using the Services. Boost will not be liable for any loss of data or functionality caused directly or indirectly by Buyer’s users and representatives. Buyer is solely responsible for maintaining all necessary security and control of all user names, passwords, or any other credentials issued to or used by Buyer or its authorized users in connection with the Services. Buyer will be solely liable for any unauthorized access or misuse of the Services and will reimburse and hold Boost harmless from any losses or damages caused by such unauthorized access or misuse. Boost shall be entitled to rely on information it receives though Buyer’s account or using Buyer’s or its authorized users’ login credentials users, or which is otherwise purported to be transmitted by any person on behalf of Buyer. Buyer represents and warrants that its networks, servers, and other electronic systems are secure from access, breach, intrusion, or compromise by any unauthorized third parties (including but not limited to those networks, servers, and electronic systems of any Service Providers or third parties used by Buyer). Boost will not be liable for any security breach on any systems not owned and controlled by Boost.

4.3 Payment Networks and Regulatory Authorities. Buyer acknowledges that the Rules or Laws may require Boost to obtain or report information regarding Buyer to one or more Payment Networks or Regulatory Authorities. Accordingly, notwithstanding anything to the contrary in this Agreement, Buyer authorizes Boost to provide any information disclosed to or obtained by Boost in connection with this Agreement to the Payment Networks or Regulatory Authorities and releases and will hold Boost harmless from any losses or costs incurred directly or indirectly arising from reporting such information. Buyer agrees to promptly cooperate with any Payment Network audit or request for information relating to Buyer or to verify Buyer’s compliance with applicable Laws and Rules, and Buyer will promptly provide any requested information or records. Buyer will refrain from taking any action that would have the effect of interfering with or preventing an exercise of such right by any Payment Network. Each Payment Network may terminate this Agreement at any time.

5. Intellectual Property; Confidentiality

5.1 Ownership.

As between Boost and Buyer, all right, title, and interest in and to the Platform and the Services are owned exclusively by Boost (or its licensors and suppliers), including without limitation all intellectual property rights of any kind in the Platform and Services and any derivatives of any of the foregoing.
Buyer will not (and will not permit or enable any other person to): (a) use the Platform or Services in any manner other than as expressly permitted under this Agreement, (b) do anything to contest or impair the Platform or Services or Boost’s rights therein, or (c) modify, copy, sell, lease, loan, sub-license, distribute, timeshare, transfer, create derivative works of or reverse engineer the Platform or Services. Buyer understands that the Platform and Services may operate in conjunction with or be provided through software, hardware, or services provided by third parties. Boost will have no obligation with regard to, and makes no representation or warranty related to, the software, hardware, or services provided by third parties. This Section will survive termination of this Agreement.

5.2 Confidential Information.

Buyer shall not disclose any confidential or proprietary information belonging to Boost or others to any third party without Boost’s written consent, and shall not use any such information except as expressly authorized by Boost.

5.3 Use of Data.

Boost will collect and use Buyer’s information as described in the Privacy Policy located on Boost’s website (https://www.boostb2b.com/privacy-notice), as may be updated from time to time. In addition, Buyer agrees that Boost may disclose information transmitted through the Services: (a) to Service Providers whom Boost uses to supply or administer the Services, and otherwise as necessary for Boost to provide the Services and to fulfill its obligations under this Agreement; (b) to comply with the Rules or Laws, a valid court order, or other regulatory requirements; (c) to prevent, investigate, or report possible illegal or fraudulent activity, as reasonably determined by Boost; (d) with Buyer’s written consent; or (e) as otherwise permitted by Law. In addition, Boost will be free to use any comments, suggestions, ideas, feature requests, or other feedback provided to Boost related to any of Boost’s products and services, in any manner and for any reason, with no obligation of confidentiality or compensation and without restriction of any kind.

6. Liability

6.1 Indemnification.

Buyer will indemnify, defend, and hold harmless Boost, its Service Providers, and their employees, directors, managers, members, officers or agents from and against any loss, liability, damage, penalty or expense (including reasonable attorneys’ fees and court costs) directly or indirectly arising from or related in any way to: (a) any failure by Buyer or any employee, agent, or affiliate of Buyer to comply with the terms of this Agreement or in any agreement between Buyer and a Service Provider; (b) any warranty or representation made by Buyer in this Agreement or in any agreement between Buyer and a Service Provider being false or misleading; (c) fraud, negligence, or willful misconduct of Buyer or its affiliates, employees, or agents; (d) any alleged or actual violations by Buyer or its affiliates, employees, or agents of any Laws or Rules (including without limitation any failure to perform its obligations under NACHA Rules), and any fines, penalties, fees, or assessments imposed by a Payment Network or any Regulatory Authority attributable to the acts or omissions of Buyer or its affiliates, employees, or agents; (e) Buyer’s use of the Services and any transactions initiated by Buyer using the Services; (f) any action taken by Boost pursuant to Buyer’s instructions; (g) any dispute or issue between Buyer and a Supplier or any other third party; (h) Buyer’s errors, omissions, or inaccurate information provided in connection with the Services or any transaction; or (i) any data security breach attributable to the acts or omissions of Buyer or its affiliates, employees, or agents. Buyer will notify Boost immediately of any information concerning Buyer that would indicate that Boost or its Service Providers may incur a loss. This Section will survive termination of this Agreement.

6.2 Warranty Disclaimer.

BOOST DISCLAIMS, ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE. THE SERVICES AND THE PLATFORM ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. BOOST DOES NOT REPRESENT OR WARRANT THE SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ENTIRELY ERROR-FREE. BUYER UNDERSTANDS AND AGREES THAT BOOST WILL BEAR NO RISK WITH RESPECT TO BUYER’S PURCHASE OF GOODS OR SERVICES FROM THE SUPPLIER, INCLUDING WITHOUT LIMITATION ANY RISK ASSOCIATED WITH CREDIT CARD FRAUD OR CHARGEBACKS.

6.3 Limitation of Liability.

IN NO EVENT WILL BOOST BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE OR FOR ANY REASON WHATSOEVER REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EVEN IF ADVISED OF THAT POSSIBILITY. THE LIABILITY, IF ANY, OF BOOST AND ITS SERVICE PROVIDERS UNDER THIS AGREEMENT FOR ANY CLAIMS, COSTS, DAMAGES, LOSSES AND EXPENSES FOR WHICH THEY ARE OR MAY BE LEGALLY LIABLE, WHETHER ARISING IN NEGLIGENCE OR OTHER TORT, CONTRACT, OR OTHERWISE, WILL NOT EXCEED IN THE AGGREGATE OVER THE LIFE OF THIS AGREEMENT THE AMOUNT OF SERVICE FEES PAID TO BOOST FOR THE PRECEDING 3-MONTH PERIOD, MEASURED FROM THE DATE THE LIABILITY ACCRUES.

7. Term and Termination

7.1 Termination.

Either party may terminate this Agreement for any or no reason with 120 days’ written notice. In addition, either party may terminate this Agreement for cause due to a material breach of the Agreement by the other party after providing 30 days’ written notice to the breaching party if such breach is not cured within such 30 day period. If Buyer has not processed any transactions or otherwise used the Services for a period of 120 days, Boost may terminate this Agreement with immediate effect, with or without notice. Boost may also terminate this Agreement or any Services provided under this Agreement at any time with or without notice, if: (a) a Payment Network, Regulatory Authority, or Boost’s Service Provider or sponsor institution prohibits Boost from providing the Services, or Boost’s right to supply the Services is otherwise terminated for any reason; (b) changes in Laws or Rules renders it impossible or commercially unreasonable, in Boost’s opinion, for Boost to continue to provide the Services; (c) Boost stops providing the Services generally; (d) Buyer revokes Boost’s authorization to access or manage Buyer’s account with a Service Provider; or (e) Buyer engages in conduct that Boost or its Service Providers determine in their sole and absolute discretion may present a legal, financial or reputational risk.

7.2 Effect of Termination.

All payment transactions initiated but not yet completed prior to the effective date of termination of this Agreement will be suspended and not processed. All terms that by their context are intended to survive termination of this Agreement, including but not limited to provisions relating to compliance with Laws and Rules, Sections 4–7, 10, and this Section 8.3, will survive such termination.

8. Disputes, Governing Law, and Waivers

8.1 Disputes.

Before filing a claim against Boost, Buyer will to try to resolve the dispute informally by contacting Boost at customerservice@boostb2b.com. Boost will try to resolve the dispute by contacting Buyer via email.

8.2 Governing Law.

This Agreement will be governed in all respects by the laws of the State of New York, without reference to its choice of law rules. All judicial proceedings will be brought in the federal or state courts of New York County, New York. Both Buyer and Boost consent to the foregoing venue and jurisdiction.

8.3 Jury and Class Action Waiver.

BOOST AND BUYER HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY MATTER UNDER, RELATED TO, OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED UNDER THIS AGREEMENT. ALL PARTIES TO ANY ACTION BROUGHT IN CONNECTION WITH THIS AGREEMENT MUST BE INDIVIDUALLY NAMED. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE LITIGATED ON A CLASS ACTION, JOINT, OR CONSOLIDATED BASIS OR ON A BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER CLIENTS, OR PERSONS. NO COURT PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED PROCEEDINGS.

8.4 Remedies.

The remedies provided in this Agreement are cumulative and not exclusive, and each party may exercise any remedies available to it at law or in equity and as are provided in this Agreement.

9. General

9.1 Entire Agreement.

This Agreement sets forth the entire understanding of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. Notwithstanding online acceptance of this Agreement, this Agreement will not be binding upon Boost until executed by an authorized representative of Boost. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by all parties.

9.2 Amendments.

Boost may, at any time, for any reason, in its sole discretion make changes from time to time to the Services and/or modify this Agreement. If such changes affect Buyer’s access to and/or use of the Services, Boost will provide a notice of such changes only by posting the updated Agreement on its website and changing the “last updated” date listed above. If Boost makes material changes to the Agreement, Boost will attempt to notify Buyer by email (if Buyer has an email address on record with Boost) and/or through a notice on the Service. The date the Agreement was last revised is identified at the top of the page. If Buyer does not agree with the amended Agreement, Buyer will not use the Services after the effective date of the amendment. Buyer’s continued use of the Services after Boost makes changes is deemed to be acceptance of those changes and the updated Agreement.

9.3 Notices.

All notices, requests, demands and other communications to be delivered hereunder, unless specified otherwise herein, will be in writing and will be delivered by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each party’s address as set forth in this Agreement or in each party’s records. In addition, Buyer agrees that it may receive notifications from Boost electronically, including by email (to any email address that Boost has on file for Buyer), by the positing of such information on Buyer’s account on the Platform, or through Boost’s other standard electronic communication channels. Each party may update its respective address with written notice. Buyer must promptly provide Boost with any change of address. Notices will be deemed delivered upon receipt.

9.4 Electronic Communications.

By using the Services, Buyer agrees to receive certain communications in connection with the Services. When Buyer accesses and/or uses the Services, Buyer is communicating with Boost electronically, and Buyer consents to receive communications from Boost electronically including but not limited to notices related to the Services provided to Buyer via email. In addition, Buyer agrees that any notice under this Agreement or related to the Services may be provided to Buyer via the Platform (including but not limited to notices regarding changes to the Services or this Agreement). Buyer agrees that all agreements, notices, disclosures and/or other communications that Boost provides to Buyer electronically satisfy any legal requirement that such communications be in writing. Buyer’s consent to receive records and notices electronically will remain in effect until Boost receives Buyer’s withdrawal of it in writing. Buyer may withdraw Buyer’s consent to receive further records and notices electronically at any time by contacting Boost. If Buyer withdraws its consent to receive such records and notices electronically, Boost will revoke Buyer’s access to the Services. Any withdrawal of Buyer’s consent to receive records and notices electronically will be effective only after Boost has a reasonable period of time to process Buyer’s request for withdrawal.

9.5 Assignment.

Buyer may not transfer, sell, or otherwise assign or delegate any of its rights or obligations under this Agreement, either directly or by operation of law, without the prior written consent of Boost and any unauthorized attempted assignment or delegation will be null and void. Boost may transfer, assign, or delegate this Agreement, or any rights or obligations related thereto, in its sole discretion. Subject to the foregoing, this Agreement will inure to the benefit of and will be binding upon the parties and their respective permitted successors and assigns. Except as expressly provided herein, this Agreement is intended solely for the benefit of the parties, and will not be deemed to be for the benefit of any third party.

9.6 Waivers.

No failure or delay on the part of any party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right.

9.7 Severability.

If any provision of this Agreement is deemed illegal, invalid, or unenforceable, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal, invalid, or unenforceable provision is not contained. This Agreement will be deemed modified only to the extent necessary to render enforceable the remaining provisions.

9.8 Force Majeure.

Notwithstanding any other provision in this Agreement, Boost will not be liable to Buyer for any failure or delay in its performance of this Agreement if such failure or delay arises out of causes beyond the control of Boost.

9.9 Relationship of the Parties.

The parties are independent contractors and will not be considered agents, servants, joint venturers, or partners of one another. Neither party has the authority to bind the other party except as explicitly set forth in this Agreement, and neither party will make any representation or warranty otherwise. Boost will have no responsibility for any cost or expense incurred by Buyer in connection with its operations, performance this Agreement.

9.10 Construction.

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. Each party acknowledges and agrees that the language chosen in this Agreement represents the mutual intent of the parties, and that no rule of strict construction will be applied against either party.

Prohibited Activities / Unsupported Supplier List
The following MCCs are not eligible to be included in any payments made to any Supplier:
• All designated unique airline and air carrier, car rental agency, and lodging MCCs, as specified in the Visa Merchant Data Standards Manual
• 4112 (Passenger Railways)
• 4411 (Steamship and Cruise Lines)
• 4722 (Travel Agencies and Tour Operators)
• 4723 (Package Tour Operators – Germany Only)
• 4814 (Telecommunication Services, including Local and Long-Distance Calls, Credit Card Calls, Calls Through Use of Magnetic-Stripe-Reading Telephones, and Fax Services)
• 4829 (Money Transfer)
• 4899 (Cable, Satellite, and Other Pay Television/Radio/Streaming Services)
• 5962 (Direct Marketing – Travel-Related Arrangement Services)
• 5966 (Direct Marketing – Outbound Telemarketing Merchant)
• 5967 (Direct Marketing – Inbound Teleservices Merchant)
• 6010 (Financial Institutions – Manual Cash Disbursements)
• 6012 (Financial Institutions – Merchandise, Services, and Debt Repayment)
• 6051 (Non-Financial Institutions – Foreign Currency, Liquid and Cryptocurrency Assets [for example: Cryptocurrency], Money Orders [Not Money Transfer], Account Funding [not Stored Value Load], Travelers Cheques, and Debt Repayment)
• 6211 (Security Brokers/Dealers)
• 7011 (Lodging – Hotels, Motels, Resorts, Central Reservation Services [Not Elsewhere Classified])
• 7012 (Timeshares) DocuSign Envelope ID: 9C0F9F61-FBC7-4370-A2B3-2670FDA0ED70 9 ♣ 7512 (Automobile Rental Agency)
• 8011 (Doctors and Physicians [Not Elsewhere Classified])
• 8050 (Nursing, Home Healthcare and Personal Care Facilities)
• 8062 (Hospitals)
• 8099 (Medical Services and Health Practitioners [Not Elsewhere Classified])
• 8211 (Elementary and Secondary Schools)
• 8220 (Colleges, Universities, Professional Schools, and Junior Colleges)
• 8241 (Correspondence Schools)
• 8244 (Business and Secretarial Schools)
• 8249 (Vocational and Trade Schools)
• 8299 (Schools and Educational Services [Not Elsewhere Classified])
• 8351 (Child Care Services)
In addition, any high-integrity risk MCCs, as specified in the Visa Integrity Risk Program Guide, are not eligible to be included in payments to any Supplier. Buyer is responsible to ensure compliance with this schedule and may not submit payment to any Supplier prohibited hereunder.