CHARGEBASE TERMS AND CONDITIONS
These Chargebase Terms and Conditions include incorporated documents and Chargebase Fee Schedule(s) (together “Agreement”) and forms a legal agreement between Spendbase Inc. (“Spendbase”) and the Seller identified in the relevant Chargebase Fee Schedule. The Agreement is effective as of the Effective Date of the first Spendbase Chargebase Fee Schedule, concluded between Spendbase and the Seller.
These Chargebase Terms and Conditions shall apply to all current and future Chargebase Fee Schedules between the Parties, unless superseded by a separate written agreement signed by both Parties.
The Seller represents and warrants that it is a legal entity acting for business purposes only and is not a consumer. The Seller further confirms that it has full legal capacity and authority to enter into this Agreement and is not subject to any legal or contractual restriction that would prevent it from doing so.
In consideration of the mutual promises and obligations set forth herein, the Parties agree as follows:
Recitals:
WHEREAS, Spendbase has been authorized as a reseller of certain payment protection, dispute prevention, and fraud management services offered by Verifi, Inc., a wholly owned subsidiary of Visa Inc. (“Verifi”), and Ethoca Technologies Inc., a wholly owned subsidiary of Mastercard (“Ethoca”); and
WHEREAS, Seller wishes to access and use the Provider Services (as defined below) through Spendbase as an authorized participating seller, in accordance with the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Definitions:
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:
“Affiliate” means any entity (i) which controls a Party; (ii) which is controlled by a Party; or (iii) which is controlled by an entity that also controls a Party; where “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise;
“Agreement” means these General Terms and Conditions, together with Chargebase Fee Schedule and all exhibits, schedules, annexes, and any other documents incorporated herein by reference, as may be amended from time to time;
“Alert” means a notification of a transaction flagged by a Provider as potentially fraudulent or likely to result in a chargeback;
“Authorized User” means any employee of the Seller and/or of any of the Seller’s Affiliates, who is permitted by the Seller from time to time to access and use the Chargebase Platform in accordance with the terms of the Agreement. The term Authorized User cannot, in any event, include automated systems (i.e., a robot or a computer).
“Chargebase Fee Schedule” means a document executed by the Parties referencing this Agreement and specifying the Provider, applicable fees, and any additional conditions;
“Chargebase Platform” means the monitoring and analytics software provided by Spendbase that enables Seller to view and track Alerts, monitor dispute outcomes, and access chargeback-related performance data;
“Customer Experience Data” or “CE Data” means the transaction-level data and related customer service information required to be submitted by the Seller in order to use the Services, as described further in documentation provided by Spendbase;
“Dispute” means a payment card chargeback, inquiry, or fraud event initiated by a cardholder with respect to a transaction involving the Seller;
“Fees” shall have the meaning specified in clause 3.1;
“Participating Issuer” means a card issuer that is enrolled in the Providers network to send and receive transaction and dispute data;
“Provider(s)” means third-party company(ies) that deliver Provider Services and are specified in the Chargebase Fee Schedule;
“Provider Platform” means the online systems operated by Providers to provide the Provider Services, submit dispute documentation, and manage transaction alerts and dispute resolution activities;
“Provider Services” means the chargeback management and alert notification services made available by Providers through Provider Platform;
“Seller” means the entity identified above that enters into this Agreement with Spendbase for the purpose of using the Provider Services;
“Services” shall have the meaning specified in clause 2.1; and
“Term” shall have the meaning specified in clause 8.1;
2. Scope of Services
2.1 Spendbase shall grant Seller access to and allow the use of one or more Provider Services through the Chargebase Platform for alert monitoring and chargeback performance analytics (“Services”).
2.2 Spendbase will enable Seller to access and use the Services solely for Seller’s internal business purposes, in accordance with the service descriptions, configuration requirements, and documentation provided or referenced by Spendbase.
2.3 Seller acknowledges that the Provider Services and the Provider Platform are owned and operated by the relevant Provider and that Spendbase does not grant any right, title, or interest in or to the Provider Services and/or Provider Platform, except for the limited usage rights explicitly stated herein. Seller shall not use the Provider Services for any purpose other than as permitted under this Agreement, nor engage in any sub-licensing, resale, or unauthorized sharing of access.
2.4 The Chargebase Platform serves only as a centralized monitoring interface and analytics dashboard. Seller understands and agrees that Spendbase is not responsible for the design, operation, or uptime of the Provider Platforms. All disputes must be initiated within the Provider Platform only.
3. Fees and payment terms
3.1 The Seller shall pay Spendbase the fees for Alerts on a monthly basis as specified in the Chargebase Fee Schedule and invoice issued by Spendbase for the relevant billing period (“Fees”). Each used Alert corresponds to a monthly volume of Alerts and an associated per-Alert price.
3.2 Unless otherwise stated in the Chargebase Fee Schedule, all fees shall be invoiced monthly and payable within fourteen (14) days from the invoice date. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until the date of actual payment.
3.3 All payments shall be made in the currency agreed upon by the Parties in the Chargebase Fee Schedule and are exclusive of applicable taxes. Seller shall be responsible for all such taxes associated with the Services, except for taxes based on Spendbase’s net income.
3.4 Spendbase may adjust Fees upon thirty (30) days’ prior written notice to Seller, provided that no such adjustment shall apply to the Chargebase Fee Schedule already in effect unless expressly stated therein.
4. Chargebase Platform
4.1 Subject to the terms of this Agreement and timely payment of all Fees, Spendbase grants the Seller and its Authorized Users a limited, non-exclusive, non-transferable, royalty-free, revocable right to access and use the Chargebase Platform during the Term solely for the Seller’s own transactions with cardholders.
4.2 Spendbase retains all right, title, and interest (including all Intellectual Property Rights) in and to the Chargebase Platform, the Services, and all related materials, documentation, and improvements. Except for the limited rights expressly granted in this Agreement, no rights are granted to the Seller, whether by implication, estoppel, or otherwise. The Seller shall not delete or alter any proprietary rights notices appearing on or in the Chargebase Platform.
4.3 The Seller grants Spendbase a limited, non-exclusive, non-transferable, and non-sublicensable license to display the Seller’s business logo on Spendbase’s website and social media for the sole purpose of identifying the Seller as a user of the Spendbase Platform for marketing purposes. This license may be revoked by the Seller at any time upon fourteen (14) days’ prior written notice. Spendbase may include a quote provided by the Seller regarding the Services, including the full name and a photo of the Seller’s representative.
4.4 The Seller is responsible for the setup, maintenance, and security of its account(s) on the Chargebase Platform. The Seller shall ensure that only Authorized Users are permitted to access and use the Chargebase Platform. The Seller shall maintain the confidentiality of its account credentials and shall immediately notify Spendbase of any unauthorized use of its accounts or any other breach of security.
4.5 The Seller shall not, and shall not permit any third party to:
(I) access or use the Chargebase Platform in violation of applicable laws or regulations;
(II) upload or transmit unlawful, defamatory, abusive, fraudulent, or otherwise objectionable material;
(III) interfere with or disrupt the integrity or performance of the Chargebase Platform or any data contained therein;
(IV) attempt to gain unauthorized access to the Chargebase Platform or its related systems or networks;
(V) use the Chargebase Platform for purposes of benchmarking, competitive analysis, or developing a competing service;
(VI) probe, scan, or test the vulnerability of any Spendbase system or network, or breach or circumvent any security or authentication measures;
(VII) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Chargebase Platform;
(VIII) copy, modify, adapt, translate, or create derivative works of the Chargebase Platform;
(IX) rent, lease, resell, lend, sublicense, assign, or otherwise commercially exploit any rights granted under this Agreement without Spendbase’s prior written consent; or
(X) interfere with or disrupt Spendbase’s services, servers, or networks.
4.6 The Seller is responsible for all activities conducted by its Authorized Users. The Seller shall immediately notify Spendbase of any unauthorized use or suspected security breach relating to the Chargebase Platform.
4.7 The Seller shall comply with all applicable Providers’ terms and policies, including data protection, privacy and security policies. Spendbase is not responsible for monitoring or enforcing Provider requirements on behalf of the Seller.
4.8 Spendbase reserves the right to suspend or terminate the Seller’s access to the Chargebase Platform immediately if Spendbase reasonably determines that (i) the Seller has violated this Agreement or applicable laws; (ii) the Seller’s use of the Chargebase Platform presents a security risk; or (iii) such suspension is necessary to comply with applicable laws or prevent harm to Spendbase or others. Suspension shall not relieve the Seller’s obligation to pay fees due under this Agreement.
5. Updates and Support
5.1 Spendbase may, at its sole discretion, update, enhance, modify, or otherwise change the Chargebase Platform from time to time without prior notice. Any such updates or modifications (“Updates”) are provided “as is” and shall be governed by the terms of the Agreement.
5.2 Such updates may include new features, enhancements, extensions, error corrections, or fixes that are generally made available at no additional cost to clients with an active subscription. Updates shall not include any new modules, products, or features for which Spendbase charges separately. Spendbase will use reasonable efforts to notify the Seller of material Updates to the Chargebase Platform that may affect functionality or availability.
5.3 Spendbase shall provide technical support and assistance within twenty-four (24) hours via designated support contacts.
6. Seller responsibilities and use requirements
6.1 Seller shall timely provide all CE Data required to support the Services, including but not limited to accurate transaction details, order metadata, customer support contact information, and any other data points required for providing the Services. Seller is solely responsible for the accuracy, completeness, and formatting of CE Data. Failure to provide required CE Data may result in suspension of access to some or all Provider Services.
6.2 Seller is solely responsible for timely login and monitoring on the Chargebase Platform, including maintaining valid access credentials.
6.3 Seller shall implement and maintain the required technical configurations, software integrations, and workflow processes necessary to enable the Services, including the Rapid Dispute Resolution (RDR) and Order Insight functionalities. Seller agrees to complete implementation and onboarding in accordance with the timeline specified by Spendbase.
6.4 Seller shall promptly respond to any RDR alerts, dispute notifications, or transaction inquiries transmitted via the Provider Services within the applicable timeframes established by the relevant Provider. Seller understands that a failure to timely respond may result in chargebacks, loss of dispute resolution benefits, or account suspension.
6.5 Seller shall use the Services solely for the purpose of managing its own card-not-present transactions with cardholders and in compliance with the documentation, usage rules, and configuration standards issued by Spendbase and the relevant Provider.
6.6 Seller shall implement reasonable technical and organizational safeguards to protect CE Data and any Service access credentials. Seller must comply with all applicable PCI-DSS standards and other data protection obligations required by law or industry regulation. Spendbase reserves the right to suspend access to the Services if the Seller’s implementation poses a security risk or violates applicable data requirements.
7. Restrictions and Prohibited Activities
7.1 Seller shall not resell, sublicense, or otherwise provide access to the Services to any third party, nor use the Services on behalf of any third party, including in a service bureau or outsourced processing capacity.
7.2 Seller shall not, and shall not permit any third party to, modify, translate, reverse engineer, decompile, disassemble, copy, frame, mirror, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Services, including Provider Services, or any related software, systems, or documentation.
7.3 Seller shall not use the Services in a manner that (a) is excessive or materially deviates from standard usage patterns and documented configurations; (b) interferes with the integrity, availability, or performance of the Provider and/or Spendbase systems or those of any other participant; or (c) violates any published limitations or best practices provided by Providers.
7.4 Seller shall not use the Services in any manner that violates applicable law, Visa or Mastercard Rules, card network regulations, or any other relevant scheme rules. Seller is solely responsible for ensuring that its use of the Services complies with such obligations.
7.5 Seller shall not use the Provider name, logo, or any other branding elements in any marketing, press release, or public communication without prior written approval from Spendbase and, if applicable, Provider.
7.6 Seller understands and agrees: (i) that it has not and will not in connection with the activities contemplated by this Agreement and/or any other business transactions involving Providers, make any payment or transfer of value which has the purpose of effect of (a) public or commercial bribery; (b) acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business; or (c) otherwise obtaining an improper advantage for Providers or its Affiliates or Spendbase; and (ii) that it has in place appropriate internal controls to ensure compliance with this paragraph. Seller shall not undertake any action that may cause Seller or Providers to be in violation of any applicable anti-corruption law or regulation
8. Term, suspension, and termination
8.1 This Agreement shall commence on the Effective Date and continue for the term specified in the applicable Chargebase Fee Schedule (the “Term”), unless terminated earlier in accordance with this Agreement.
8.2 Unless otherwise stated in the Chargebase Fee Schedule, the term shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
8.3 Spendbase may suspend Seller’s access to the Services, in whole or in part, immediately upon notice if:
(I) Seller fails to make timely payment;
(II) Seller breaches its obligations under this Agreement or applicable law;
(III) Seller’s use of the Services creates an operational, legal, or reputational risk to Spendbase, Providers, or any other network participant;
(IV) Providers direct or require suspension under its own policies or network rules.
8.4 Either Party may terminate this Agreement or Chargebase Fee Schedule upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within five (5) days of written notice.
8.5 Either Party may terminate this Agreement or Chargebase Fee Schedule for convenience by providing thirty (30) days’ prior written notice to the other Party. Termination of Chargebase Fee Schedule shall not automatically terminate this Agreement unless the remaining provisions have no further effect.
8.6 Upon expiration or termination of this Agreement or Chargebase Fee Schedule:
(I) Seller shall immediately cease using the Services covered by Chargebase Fee Schedule;
(II) All outstanding fees and payment obligations shall become immediately due;
(III) Spendbase shall have no liability for any losses or service interruption resulting from the termination;
(IV) Seller shall immediately cease using the Chargebase Platform, and all licenses granted by Spendbase shall be considered revoked;
(V) Any surviving rights or obligations under this Agreement shall remain in full force.
9. Confidentiality and data handling
9.1 Confidential Information. Each Party (“Receiving Party”) agrees to maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other Party (“Disclosing Party”) in connection with this Agreement, whether disclosed orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). The Receiving Party shall not use or disclose any Confidential Information except as expressly permitted under this Agreement and shall protect such information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
9.2 Confidential Information shall not include information that the Receiving Party can demonstrate: (a) was already lawfully known without restriction at the time of disclosure; (b) becomes publicly available through no fault of the Receiving Party; (c) is lawfully disclosed by a third party without breach of any obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
9.3 Seller shall provide all CE Data and other transaction-level information reasonably required to enable the Services. Seller represents and warrants that it has the legal right to share such data and that such data does not infringe upon the rights of any third party. Spendbase and Providers may use CE Data solely to provide, improve, and monitor the Services and for fraud prevention, analytics, and compliance purposes.
9.4 Seller shall implement and maintain appropriate technical and organizational safeguards to protect CE Data and prevent unauthorized access, alteration, or disclosure. Seller shall comply with all applicable data protection laws, card network rules, and PCI-DSS standards. Spendbase may suspend access to the Services if Seller fails to comply with this obligation.
9.5 Seller acknowledges and agrees that Providers, through Spendbase, may conduct periodic audits of Seller’s use of the Services, including reviews of data submission formats, response timeliness, dispute volumes, and related operational metrics. Seller shall reasonably cooperate with any such audit and provide information upon request.
9.6 Upon termination of this Agreement or upon written request, each Party shall return or securely destroy all Confidential Information of the other Party, subject to any legal or regulatory obligations to retain certain data.
10. Warranties and Disclaimers
10.1 Seller represents and warrants that:
(I) it has the full power and authority to enter into and perform its obligations under this Agreement;
(II) its use of the Services will comply with all applicable laws, card network rules, and the terms of this Agreement;
(III) it has obtained all necessary consents and rights to provide CE Data and other information required for the operation of Services;
(IV) all CE Data and related submissions made by Seller will be accurate, complete, and not misleading.
10.1 Spendbase provides the Chargebase Platform, and any related Services, on an “as is” and “as available” basis. Spendbase expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or uninterrupted operation.
10.2 Seller acknowledges that Spendbase is not the developer, owner, or direct operator of the Provider Services. Accordingly, to the maximum extent permitted by law, Spendbase disclaims all warranties, express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation of the Provider Services.
10.3 Spendbase does not guarantee that Seller’s use of the Provider Services will prevent chargebacks, eliminate fraud, or ensure favorable dispute outcomes. Seller assumes sole responsibility for determining whether and how to use the Provider Services in connection with its business operations.
10.4 Seller acknowledges that the Services are made available through third-party infrastructure and may be subject to downtime, delays, or errors outside of Spendbase’s control. Spendbase shall not be liable for any failure or delay caused by the unavailability or performance of the Chargebase Platform and/or Provider Platform or any Participating Issuer systems.
11. Limitation of Liability and Indemnification
11.1 To the maximum extent permitted by applicable law, in no event shall Spendbase’s total aggregate liability under or in connection with this Agreement exceed the total amount of fees paid by Seller to Spendbase under the applicable Chargebase Fee Schedule during the three (3) months immediately preceding the event giving rise to the claim.
11.2 To the fullest extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages (including loss of profits, business interruption, or data loss), even if advised of the possibility of such damages and regardless of the legal theory (contract, tort, or otherwise).
11.3 Seller acknowledges and agrees that Spendbase’s role is limited to facilitating access to the Provider Services and providing commercial and technical support. Spendbase shall not be liable for any failure, delay, data error, system fault, or dispute outcome resulting from Provider Platform, systems, or any card issuer action or inaction.
11.4 Seller shall indemnify, defend, and hold harmless Spendbase and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Seller’s breach of this Agreement; (b) Seller’s violation of applicable law or card scheme rules; (c) any inaccuracy or misuse of CE Data submitted by Seller; (d) any unauthorized or fraudulent use of the Services by Seller or its personnel.
11.5 Spendbase shall promptly notify Seller of any indemnified claim, allow Seller to control the defense and settlement (subject to Spendbase’s prior written consent for any settlement involving non-monetary relief), and reasonably cooperate at Seller’s expense.
12. Non-soliсitation
12.1 To the maximum extent permitted by law, during the Term and for twelve (12) months after termination or expiration of this Agreement, neither Party shall, without the prior written consent of the other Party, directly solicit for employment or engagement any employee or contractor of the other Party who was materially involved in the performance or receipt of the Services under this Agreement.
12.2 The Seller shall not use, disclose, or share any information about Spendbase’s employees, contractors, or counterparties learned during the performance of this Agreement, except as necessary to receive the Service.
13. Feedback
The Seller may, from time to time, provide Spendbase with suggestions, comments, or other feedback regarding the Chargebase Platform (“Feedback”). The Seller agrees that any such Feedback is provided voluntarily and without any obligation of confidentiality, unless the Parties have expressly agreed otherwise in writing. Spendbase shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction or obligation of any kind, including without limitation any obligation to compensate Seller or to attribute the Feedback to the Seller. Spendbase is not obligated to implement any Feedback, and any implementation of Feedback will be at Spendbase’s sole discretion.
14. General Terms
14.1 This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflict of law principles. The courts of the state of Delaware shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.
14.2 Seller may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Spendbase. Any attempted assignment in violation of this clause shall be null and void. Spendbase may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.
14.3 Neither Party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including acts of God, labor disputes, government actions, failure of suppliers, utility or Internet interruptions, or acts of terrorism.
14.4 All notices under this Agreement shall be in writing and deemed given when (a) delivered personally, (b) sent by email to the designated legal contact, or (c) sent by certified mail or overnight courier to the address stated in the preamble. Either Party may update its notice address by written notice.
14.5 This Agreement, together with any executed Chargebase Fee Schedules and incorporated documentation, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals, and representations.
14.6 No amendment or modification of this Agreement shall be binding unless in writing and signed by both Parties. Notwithstanding the foregoing, Spendbase may update these standard terms for future Chargebase Fee Schedules upon prior written notice to Seller.
14.7 The Parties are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or other fiduciary relationship between the Parties.