ZUPER
CREDIT CARD SURCHARGE PASS-THROUGH
TERMS & CONDITIONS

1. Definitions

The following terms apply throughout these Terms and Conditions:

• "Platform": The white-labeled field service management and payment facilitation software operated by Zuper, Inc. and powered by Stripe's payment infrastructure.
• "Zuper" or "Platform Provider": Zuper, Inc., a company incorporated in the State of Washington, which holds the Stripe platform account through which merchant transactions are processed.
• "Merchant": The business entity that has entered into a subscription or services arrangement with Zuper to use the Platform and operates as a Connected Account under Zuper's Stripe platform account.
• "Connected Account": The Merchant's Stripe account connected to Zuper's Stripe platform account, through which the Merchant processes payment transactions from Consumers.
• "Consumer": The end user or customer of the Merchant who makes payment to the Merchant through the Platform using a credit card or other payment method.
• "Card Network": Visa, Mastercard, American Express, Discover, and any other payment card network whose cards are accepted through the Platform.
• "Stripe": Stripe, Inc., the third-party payment processor and gateway that provides the underlying payment infrastructure for the Platform. Stripe is an independent entity and is not a party to these Terms.
• "Stripe Platform Account": Zuper's master account with Stripe through which Connected Accounts are managed and transactions are processed.
• "Yeeld": Zuper's third-party compliant surcharging partner whose infrastructure is used exclusively to enforce surcharge eligibility and calculate permissible surcharge amounts on card transactions processed through the Platform. Yeeld is an independent entity and is not a party to these Terms. Yeeld's role is limited to surcharging compliance and does not affect the Merchant's connected account relationship with Zuper under Stripe's payment infrastructure.
• "Yeeld Account": The account created by Zuper on behalf of the Merchant with Yeeld, solely for the purpose of enabling compliant surcharging on the Merchant's card transactions processed through the Platform.
• "Surcharge": The additional fee assessed on a Credit Card Transaction and passed through to the Consumer, the amount of which is determined in accordance with Section 2 of these Terms.
• "Surcharge Configuration": The Merchant's defined surcharge percentage ranges and associated payment value thresholds as entered in the Org Settings.
• "Org Settings": The organization-level configuration panel within the Platform through which the Merchant may define surcharge percentage ranges associated with specified payment value thresholds.
• "Surchargeable Transaction": A Credit Card Transaction that Yeeld determines, in real time, is eligible for a surcharge assessment based on the card type, Card Network rules, and applicable law.
• "Non-Surchargeable Transaction": Any transaction that Yeeld determines, in real time at the point of transaction, is not eligible for a surcharge, including but not limited to transactions made with debit cards, prepaid cards, certain corporate cards, or cards issued in jurisdictions where surcharging is prohibited.

2. Surcharge Pass-Through Feature

2.1 Feature Description

Zuper makes available within the Platform a credit card surcharge pass-through feature that, when enabled by the Merchant, allows the Merchant to configure surcharge percentages applicable to Consumer transactions. This feature operates as follows:

• The Merchant accesses the Org Settings within the Platform and inputs surcharge percentage values associated with defined ranges of payment amounts (the "Surcharge Configuration").
• At the time of each Consumer transaction, Yeeld independently determines in real time: (a) whether the card being used is eligible for surcharging (i.e., whether the Transaction is a Surchargeable Transaction); and (b) the maximum permissible surcharge amount for that Transaction based on Card Network rules, applicable law, and card type.
• The Platform applies the Merchant's Surcharge Configuration only to Surchargeable Transactions and only up to the maximum surcharge amount permitted by Yeeld for that specific Transaction.
• For Non-Surchargeable Transactions, no surcharge shall be applied regardless of the Merchant's Surcharge Configuration.
• The actual surcharge applied to any given Transaction is therefore determined by the intersection of: (i) the Merchant's Surcharge Configuration, and (ii) Yeeld's real-time surchargeability and maximum surcharge determination. Zuper does not independently determine, set, or override either of these inputs.

2.2 Merchant Surcharge Configuration

The Merchant is solely responsible for:

• Accurately entering and maintaining its Surcharge Configuration in the Org Settings.
• Ensuring that its Surcharge Configuration complies with applicable federal and state law, Card Network rules, and any other regulatory requirements applicable to the Merchant's business and the states in which it operates.
• Ensuring that the surcharge percentage entered does not exceed the maximum rate permissible under applicable Card Network rules (currently not to exceed three percent (3.00%) of the transaction amount) or applicable law.
• Understanding that surcharge disclosures to Consumers on checkout pages, payment terminals, and automatic payment flows are controlled and delivered by Zuper through the Platform. Where the Merchant modifies any Zuper-provided disclosure template, the Merchant does so solely at its own discretion and is solely responsible for ensuring modified disclosures remain legally compliant.
• Maintaining records of Consumer acknowledgment of the surcharge where required by applicable law.
• Ensuring that the Consumer's billing address as recorded on each invoice or quote within the Platform is accurate and current. Because surcharge eligibility is determined in part based on the zip code of the Consumer's billing address, an inaccurate or incomplete billing address may result in an incorrect surchargeability determination. The Merchant bears sole responsibility for the accuracy of Consumer billing address information entered into the Platform and shall not hold Zuper liable for any surcharge assessment outcome attributable to inaccurate billing address data.

2.3 Real-Time Surchargeability Determination

The Merchant expressly acknowledges and agrees that:

• Yeeld, not Zuper, makes the real-time determination of whether any individual Transaction is surchargeable and the maximum surcharge amount permissible for that Transaction.
• Zuper has no ability to override, modify, or predict Yeeld's surchargeability determination for any individual Transaction.
• Yeeld's determinations are based on factors including but not limited to: card type (credit vs. debit), Card Network rules, card-issuing country, and applicable law — none of which are within Zuper's control.
• Surcharge eligibility is determined using two location inputs in combination with card information: (a) the zip code of the Merchant's state of business operations as registered in the Platform, and (b) the zip code of the Consumer's billing address as reflected on the applicable invoice or quote. Both inputs are transmitted to Yeeld at the point of each Transaction to determine surchargeability and the maximum permissible surcharge amount.
• Zuper's role is limited to transmitting the Merchant's Surcharge Configuration to the Platform and applying the surcharge to Surchargeable Transactions as determined by Yeeld, up to the maximum amount permitted by Yeeld for each Transaction.
• Zuper does not guarantee that any particular Transaction will be determined to be surchargeable, nor does Zuper guarantee the maximum surcharge amount that Yeeld will permit for any Transaction.

2.4 Disclosure to Consumers

Zuper controls and delivers all required surcharge disclosures to Consumers through the Platform's checkout pages, payment terminals, and automatic payment flows. The Merchant is not required to independently implement these disclosures for transactions processed through the Platform, as Zuper's standard disclosure templates are designed to meet applicable legal and Card Network requirements. However, where the Merchant chooses to modify or supplement Zuper's standard disclosure templates, the Merchant does so solely at its own discretion and bears full responsibility for ensuring that any modified disclosures remain adequate, accurate, and legally compliant. Required disclosures include, at a minimum:

• Clear and conspicuous pre-transaction disclosure of the existence and rate of the surcharge.
• Itemized identification of the surcharge on any receipt, invoice, or payment confirmation.
• Any state-specific disclosures required in the states where the Merchant operates.
• Advance notice for automatic payments: Where a Consumer's credit card is saved on file and used for automatic or recurring payments through the Platform, the Merchant must notify the Consumer no less than thirty (30) days in advance that the card saved on file is, or may be, subject to a surcharge at the time of each automatic payment. This obligation applies regardless of the disclosure controls operated by Zuper through the Platform's automatic payment flows, and the Merchant is solely responsible for providing this advance notice through direct communication with the Consumer (such as email or written notice) prior to the first automatic payment to which a surcharge may apply.

Zuper provides and controls the standard surcharge disclosure templates presented to Consumers on checkout pages, payment terminals, and automatic payment flows within the Platform. While Zuper's standard templates are designed to satisfy applicable disclosure requirements, the Merchant's obligation to comply with all applicable disclosure requirements exists independently of any such Platform features. Customization of disclosure templates by the Merchant is permitted but is done entirely at the Merchant's own discretion and risk.

3. Legal Compliance

3.1 Merchant Compliance Obligation

The Merchant represents, warrants, and covenants that it shall at all times comply with:

• All applicable federal, state, and local laws and regulations governing credit card surcharging, including without limitation any state laws prohibiting or restricting surcharging in jurisdictions where the Merchant or its Consumers are located.
• All applicable Card Network rules, including without limitation Visa, Mastercard, American Express, and Discover surcharging rules and regulations as amended from time to time.
• All applicable requirements of Stripe, Inc. as set forth in Stripe's terms of service and connected account terms.
• All applicable consumer protection laws in the jurisdictions where the Merchant operates.

3.2 State Law Variations

The Merchant acknowledges that surcharging laws vary significantly by state and are subject to change. Some states prohibit surcharging entirely or impose restrictions on surcharge rates and disclosures. The Merchant is solely responsible for determining the legality of surcharging in each state where it conducts business and in each state where a Consumer is located at the time of a Transaction. Zuper makes no representation or warranty as to the legality of surcharging in any particular jurisdiction.

3.3 Card Network Rule Changes

Card Network rules governing surcharging are subject to change at any time. The Merchant is solely responsible for monitoring and complying with changes to Card Network rules applicable to its surcharge program. Zuper reserves the right to modify, suspend, or discontinue the surcharge pass-through feature at any time to maintain compliance with Card Network rules, Stripe's requirements, or applicable law, with or without prior notice depending on the urgency of the required change.

3.4 Stripe Terms Compliance

The Merchant's use of the surcharge pass-through feature is subject to and must comply with Stripe's connected account terms of service, acceptable use policy, and any other Stripe policies applicable to Connected Accounts, as well as Yeeld's terms of service applicable to the Yeeld Account. In the event of a conflict between these Terms and Stripe's applicable terms, Stripe's terms shall control with respect to the processing of Transactions. With respect to the determination of surchargeability, Yeeld's terms and policies shall govern.

4. Indemnification, Liability & Release

4.1 Zuper's Role as Facilitator Only

THE MERCHANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT ZUPER ACTS SOLELY AS A TECHNOLOGY PLATFORM FACILITATOR WITH RESPECT TO THE SURCHARGE PASS-THROUGH FEATURE. ZUPER DOES NOT: (A) SET THE SURCHARGE RATE FOR ANY INDIVIDUAL TRANSACTION; (B) DETERMINE WHETHER ANY TRANSACTION IS SURCHARGEABLE; (C) GUARANTEE THE AVAILABILITY OF THE SURCHARGE FEATURE FOR ANY PARTICULAR TRANSACTION OR CARD TYPE; (D) PROVIDE LEGAL, FINANCIAL, TAX, OR COMPLIANCE ADVICE TO THE MERCHANT REGARDING THE SURCHARGE PROGRAM; OR (E) ASSUME ANY RESPONSIBILITY FOR THE MERCHANT'S COMPLIANCE WITH APPLICABLE LAW OR CARD NETWORK RULES.

4.2 Merchant Indemnification of Zuper

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MERCHANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS ZUPER, INC., ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "ZUPER INDEMNITEES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, LIABILITIES, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, COURT COSTS, AND EXPERT WITNESS FEES) ARISING OUT OF OR RELATING TO:

• The Merchant's enablement, configuration, or use of the surcharge pass-through feature, including any Surcharge Configuration entered in the Org Settings.
• Any surcharge assessed on a Consumer Transaction, whether or not the Merchant's Surcharge Configuration was accurately entered or compliant with applicable law.
• Any claim by a Consumer that a surcharge was unlawfully, improperly, or incorrectly assessed, disclosed, or collected.
• Any chargeback, dispute, or reversal initiated by a Consumer or Card Network in connection with a surcharged Transaction.
• The Merchant's failure to comply with applicable federal, state, or local law, Card Network rules, or Stripe's terms of service in connection with the surcharge program.
• The Merchant's failure to provide adequate, accurate, or legally compliant disclosure of the surcharge to Consumers.
• Any claim arising from the difference between the Merchant's configured surcharge rate and the surcharge ultimately applied by Yeeld to any Transaction.
• The Merchant's operation of a surcharge program in a state or jurisdiction where surcharging is prohibited or restricted.
• Any regulatory investigation, enforcement action, fine, or penalty imposed on Zuper by any governmental authority or Card Network arising from or related to the Merchant's surcharge program.
• Any claim that the surcharge program, as implemented by the Merchant, violates any consumer protection law, deceptive trade practices act, or similar statute.
• The Merchant's breach of any representation, warranty, or obligation under these Terms.

4.3 Zuper Not Liable for Yeeld Determinations

ZUPER SHALL BEAR NO LIABILITY WHATSOEVER TO THE MERCHANT, ANY CONSUMER, OR ANY THIRD PARTY FOR: (A) YEELD'S REAL-TIME DETERMINATION THAT ANY TRANSACTION IS OR IS NOT SURCHARGEABLE; (B) YEELD'S DETERMINATION OF THE MAXIMUM PERMISSIBLE SURCHARGE AMOUNT FOR ANY TRANSACTION; (C) ANY CHANGE TO YEELD'S SURCHARGEABILITY CRITERIA, ALGORITHMS, OR POLICIES THAT AFFECTS THE MERCHANT'S SURCHARGE PROGRAM; (D) ANY TRANSACTION THAT YEELD DETERMINES IS A NON-SURCHARGEABLE TRANSACTION; (E) ANY DISCREPANCY BETWEEN THE MERCHANT'S SURCHARGE CONFIGURATION AND THE SURCHARGE ULTIMATELY ASSESSED AS A RESULT OF YEELD'S REAL-TIME DETERMINATION; (F) ANY TECHNICAL FAILURE, OUTAGE, OR ERROR BY YEELD; OR (G) ANY CHANGE TO YEELD'S PLATFORM ACCOUNT TERMS THAT AFFECTS THE AVAILABILITY OF THE SURCHARGE PASS-THROUGH FEATURE.

4.4 Limitation of Liability

IN NO EVENT SHALL ZUPER BE LIABLE TO THE MERCHANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR THE SURCHARGE PASS-THROUGH FEATURE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ZUPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Zuper's total aggregate liability to the Merchant for any and all claims arising out of or related to the surcharge pass-through feature shall not exceed the lesser of: (a) the total platform fees paid by the Merchant to Zuper in the three (3) calendar months immediately preceding the event giving rise to such claim; or (b) Five Hundred Dollars ($500.00).

4.5 Release of Claims

THE MERCHANT HEREBY VOLUNTARILY, KNOWINGLY, AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES THE ZUPER INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, ARISING OUT OF OR RELATING TO: (A) THE OPERATION OR OUTCOME OF THE SURCHARGE PASS-THROUGH FEATURE; (B) STRIPE'S SURCHARGEABILITY DETERMINATIONS; (C) THE MAXIMUM SURCHARGE AMOUNTS DETERMINED BY STRIPE FOR ANY TRANSACTION; (D) ANY CONSUMER DISPUTE OR CHARGEBACK RELATED TO A SURCHARGED TRANSACTION; OR (E) THE MERCHANT'S OWN SURCHARGE CONFIGURATION OR COMPLIANCE OBLIGATIONS.

4.6 No Warranty

THE SURCHARGE PASS-THROUGH FEATURE IS PROVIDED BY ZUPER ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZUPER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SURCHARGE PASS-THROUGH FEATURE, INCLUDING BUT NOT LIMITED TO: (A) THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY SURCHARGEABILITY DETERMINATION; (B) THE AVAILABILITY OR CONTINUOUS OPERATION OF THE SURCHARGE FEATURE; (C) THE COMPLIANCE OF THE FEATURE WITH APPLICABLE LAW IN ANY JURISDICTION; OR (D) THE FITNESS OF THE FEATURE FOR ANY PARTICULAR PURPOSE.

5. Yeeld Account Creation for Surcharging

By enabling the surcharge pass-through feature, the Merchant expressly authorizes and acknowledges the following:

• Yeeld Account Creation: Zuper will create a Yeeld Account on the Merchant's behalf using the business information the Merchant has provided to Zuper. This Yeeld Account is required solely to enable compliant surcharging on the Merchant's card transactions. The Merchant's underlying connected account, payment processing, and all other Platform functionality remain managed exclusively under Zuper's Stripe platform account and are not affected by the creation of the Yeeld Account.
• Purpose Limitation: The Yeeld Account will be used exclusively for surcharging enforcement purposes. Zuper will not use the Yeeld Account for any purpose beyond enabling compliant surcharging on the Merchant's card transactions through the Platform.
• Yeeld's Role: Yeeld, as Zuper's surcharging compliance partner, makes the real-time determination of whether any individual Transaction is surchargeable and the maximum surcharge amount permissible for that Transaction. Zuper has no ability to override, modify, or predict Yeeld's surchargeability determination for any individual Transaction.
• No Additional Cost: Creation of the Yeeld Account by Zuper on the Merchant's behalf does not impose any additional fees or charges on the Merchant beyond those set forth in the Merchant's existing platform services terms with Zuper, unless otherwise agreed in writing.

6. Consumer Relationship & Disclosures

6.1 Merchant Responsibility for Consumer Relationship

The Merchant acknowledges and agrees that the Consumer is the Merchant's end user and not a customer of Zuper. Zuper has no direct contractual relationship with Consumers with respect to the surcharge and bears no obligation to Consumers in connection with the surcharge program. The Merchant is solely responsible for all aspects of the Consumer relationship, including compliance disclosures, Consumer disputes, and Consumer refund requests related to surcharges.

6.2 Required Consumer Disclosures

Zuper provides and controls the standard surcharge disclosure templates delivered to Consumers through the Platform's checkout pages, payment terminals, and automatic payment flows. Where the Merchant elects to modify any such template, it does so solely at its own discretion and remains fully responsible for ensuring modified disclosures satisfy the following minimum requirements:

• Clear pre-transaction notice that a surcharge may be applied to credit card payments, stating the applicable surcharge rate or range.
• Identification of alternative payment methods available to the Consumer that do not carry a surcharge (such as debit card, ACH, check, or cash).
• Itemized disclosure of the surcharge dollar amount on each payment receipt or invoice.
• Any additional disclosures required by the laws of the states in which the Merchant operates.
• Thirty (30) day advance notice for automatic payments: For Consumers whose credit card is saved on file and used for automatic or recurring payments through the Platform, the Merchant must provide direct written notice to the Consumer no less than thirty (30) days prior to the first automatic payment to which a surcharge may apply, informing the Consumer that the card on file is, or may be, subject to a surcharge. This advance notice obligation must be fulfilled by the Merchant independently through direct communication with the Consumer and is not satisfied by the Platform's standard checkout or automatic payment disclosure flows.

The Merchant agrees that Zuper's provision and control of standard surcharge disclosure templates within the Platform does not constitute, and shall not be construed as, Zuper's approval or endorsement of any modifications to those templates made by the Merchant, nor does it relieve the Merchant of its independent obligation to ensure all Consumer disclosures are adequate, accurate, and legally compliant.

6.3 Consumer Chargebacks and Disputes

The Merchant is solely responsible for responding to and resolving any Consumer chargeback, dispute, or reversal related to a surcharged Transaction. Zuper shall have no obligation to intervene in or resolve any such dispute. In the event that Zuper incurs any cost, fee, fine, or penalty as a result of a Consumer chargeback or dispute related to a surcharged Transaction, the Merchant shall reimburse Zuper for all such amounts within thirty (30) days of Zuper's written demand, and such amounts shall be subject to the indemnification obligations set forth in Section 4.2.

7. Modifications & Termination

7.1 Modification of Surcharge Feature

Zuper reserves the right to modify, update, restrict, suspend, or discontinue the surcharge pass-through feature at any time and for any reason, including but not limited to changes in Stripe's policies, Card Network rules, or applicable law. Zuper will use commercially reasonable efforts to provide the Merchant with at least fourteen (14) days' prior written notice of material changes, except where immediate action is required to comply with applicable law, Stripe's requirements, or Card Network rules, in which case Zuper may implement such changes without prior notice.

7.2 Disabling the Feature

The Merchant may disable the surcharge pass-through feature at any time by updating its Org Settings within the Platform. Disabling the feature shall not affect obligations arising from Transactions processed prior to such disablement.

7.3 Suspension or Termination by Zuper

Zuper may suspend or terminate the Merchant's access to the surcharge pass-through feature immediately and without notice if: (a) the Merchant breaches any provision of these Terms; (b) Stripe suspends or terminates the Merchant's Connected Account; (c) Zuper determines that the Merchant's surcharge program violates applicable law or Card Network rules; or (d) Zuper is required to do so by Stripe, any Card Network, or any governmental or regulatory authority.

7.4 Survival

Sections 1, 4, 6.3, 8, and 9 of these Terms shall survive the termination or expiration of the Merchant's use of the surcharge pass-through feature.

8. Dispute Resolution

8.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles.

8.2 Informal Resolution

Prior to initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms informally. The disputing party shall provide written notice to the other party describing the nature of the dispute and the relief sought. The parties shall have thirty (30) days from the date of such notice to attempt to resolve the dispute through good faith negotiation.

8.3 Binding Arbitration

If the parties are unable to resolve a dispute informally within thirty (30) days, any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in King County, Washington. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that a party has acted in bad faith, in which case the arbitrator may award fees and costs to the prevailing party.

8.4 Class Action Waiver

THE MERCHANT WAIVES ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST ZUPER ARISING OUT OF OR RELATED TO THE SURCHARGE PASS-THROUGH FEATURE OR THESE TERMS. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

8.5 Venue for Injunctive Relief

Notwithstanding the arbitration requirement above, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in King County, Washington to prevent irreparable harm pending the outcome of arbitration.

9. General Provisions

9.1 Entire Understanding

These Terms, together with Zuper's general terms of service, platform services terms, and any applicable order forms or statements of work, constitute the entire understanding between the parties with respect to the surcharge pass-through feature and supersede all prior and contemporaneous negotiations, representations, and understandings relating to such subject matter. In the event of any conflict between these Terms and Zuper's general terms of service regarding the surcharge pass-through feature, these Terms shall control.

9.2 Amendments

Zuper reserves the right to amend these Terms at any time upon written notice to the Merchant. Continued use of the surcharge pass-through feature following the effective date of any amendment constitutes acceptance of the amended terms.

9.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

9.4 Waiver

No failure or delay by Zuper in exercising any right under these Terms shall constitute a waiver of that right. No single or partial exercise of any right shall preclude any further exercise thereof.

9.5 Assignment

The Merchant may not assign or transfer these Terms or any rights or obligations hereunder without Zuper's prior written consent. Zuper may assign these Terms freely, including in connection with a merger, acquisition, or sale of substantially all of its assets, upon notice to the Merchant.

9.6 Notices

All notices under these Terms shall be in writing and delivered by: (a) email to the Merchant's registered email address on file with Zuper, with confirmation of receipt; or (b) certified mail, return receipt requested, to the address on file. Notice shall be deemed effective upon actual receipt.

9.7 Electronic Acceptance

These Terms may be accepted electronically, including via in-platform click-through acceptance, DocuSign, or similar electronic signature platforms. Electronic acceptance shall be deemed valid and binding to the same extent as original wet-ink signatures.

9.8 No Third-Party Beneficiaries

These Terms are for the sole benefit of Zuper and the Merchant. Nothing in these Terms shall create or be deemed to create any rights in any third party, including Consumers or Stripe, Inc.

9.9 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between Zuper and the Merchant.

10. Merchant Acknowledgments

By enabling the surcharge pass-through feature, the Merchant expressly acknowledges, represents, and warrants that:

• The Merchant has read, understood, and agrees to be bound by all provisions of these Terms, including the indemnification and limitation of liability provisions in Section 4.
• The Merchant understands that Zuper acts solely as a technology facilitator for the surcharge pass-through and does not determine surchargeability or set surcharge amounts for individual Transactions — those determinations are made exclusively by Yeeld in real time.
• The Merchant is solely responsible for the legal compliance of its surcharge program in all jurisdictions where it operates, including compliance with applicable state law, Card Network rules, and Stripe's terms.
• The Merchant has obtained or will obtain independent legal advice regarding the legality of its surcharge program prior to enabling the surcharge pass-through feature.
• The Merchant acknowledges that Zuper controls and delivers standard surcharge disclosures to Consumers through the Platform's checkout pages, payment terminals, and automatic payment flows, and that any modification to Zuper's disclosure templates is made solely at the Merchant's own discretion and risk. The Merchant further acknowledges its independent obligation to provide thirty (30) days' advance written notice to any Consumer whose credit card on file may be subject to a surcharge through the Platform's automatic payment feature.
• The Merchant accepts that Non-Surchargeable Transactions as determined by Yeeld will not have a surcharge applied, and the Merchant will not hold Zuper liable for any such Yeeld determination.
• The Merchant accepts full responsibility for any Consumer disputes, chargebacks, regulatory actions, or Card Network enforcement actions arising from its surcharge program.
• The Merchant releases Zuper from all claims related to the surcharge pass-through feature as described in Section 4.5.
• The Merchant acknowledges and expressly authorizes that Zuper will create a Yeeld Account on the Merchant's behalf, using the business information on file with Zuper, for the sole purpose of enabling compliant surcharging on the Merchant's card transactions. The Merchant understands that this Yeeld Account does not replace or affect the Merchant's connected account relationship with Zuper under Stripe's payment infrastructure.