Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Revlayne LLC, a Delaware limited liability company ("Revlayne," "we," "us," or "our"), governing your access to and use of the website located at revlayne.com (the "Site") and any related services, features, content, or applications offered by Revlayne (collectively, the "Services").

BY ACCESSING OR USING THE SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITE OR SERVICES.

If you are accessing or using the Site or Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to both you individually and such entity.

2.1 Nature of Our Business

Revlayne operates as an independent sales organization (ISO) and referral agent for merchant services. Our Services facilitate the connection between businesses seeking payment processing solutions ("Merchants" or "Applicants") and acquiring banks, payment processors, and other financial institutions ("Acquiring Partners").

IMPORTANT: REVLAYNE DOES NOT DIRECTLY PROCESS PAYMENTS, HOLD MERCHANT FUNDS, ISSUE MERCHANT ACCOUNTS, OR PROVIDE BANKING SERVICES. We serve as an intermediary that collects merchant application information and submits it to our Acquiring Partners for underwriting and approval consideration.

2.2 Scope of Services

Our Services include, but are not limited to:

• Providing information about merchant services and payment processing solutions
• Collecting and facilitating merchant account applications
• Submitting applications to Acquiring Partners on your behalf
• Communicating application status and requirements
• Providing general guidance on payment processing options
• Connecting you with appropriate Acquiring Partners based on your business needs

2.3 No Guarantee of Approval

Submission of a merchant application through our Site does not guarantee approval for a merchant account. All approval decisions are made solely by our Acquiring Partners in their absolute discretion based on their underwriting criteria, risk assessment, and applicable laws and regulations. We have no control over, and assume no responsibility for, any approval or denial decision made by our Acquiring Partners.

2.4 Third-Party Agreements

If your merchant application is approved by an Acquiring Partner, your merchant account and payment processing services will be governed by a separate agreement directly between you and the Acquiring Partner (the "Merchant Agreement"). The terms of any such Merchant Agreement are independent of and supersede these Terms with respect to the provision of payment processing services. We are not a party to any Merchant Agreement between you and an Acquiring Partner.

3.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding agreements
• Be a legal resident of the United States or a U.S. territory, or be authorized to conduct business in the United States
• Not be prohibited from using the Services under applicable laws
• Operate a legitimate business that is not engaged in any prohibited activities

3.2 Prohibited Businesses and Activities

We do not provide Services to businesses engaged in the following activities (this list is not exhaustive and may be updated at our discretion):

• Illegal activities or activities that violate applicable laws, regulations, or card network rules
• Adult entertainment, pornography, or sexually explicit materials
• Illegal drugs, controlled substances, or drug paraphernalia
• Illegal gambling or unlicensed gaming
• Weapons, firearms, ammunition, or explosives (unless properly licensed)
• Multi-level marketing, pyramid schemes, or Ponzi schemes
• Counterfeit goods, trademark-infringing products, or intellectual property violations
• Money laundering, terrorist financing, or sanctions violations
• Cryptocurrency or virtual currency exchanges (unless properly licensed)
• High-risk financial services without appropriate licensing
• Debt collection agencies using illegal or unethical practices
• Businesses with excessive chargeback ratios or fraud rates
• Any business that has been terminated by a previous processor for cause

3.3 Accuracy of Information

You agree to provide accurate, current, and complete information when using our Services, including when submitting any application or inquiry. You agree to promptly update any information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your access to our Services if any information provided is inaccurate, false, or misleading.

4.1 Information Collection

When you submit a merchant application or inquiry through our Site, you authorize us to collect and process personal information, business information, financial information, and other data as described in our Privacy Policy. This may include, without limitation, names, Social Security numbers, tax identification numbers, financial statements, bank account information, and other sensitive data.

4.2 Information Sharing with Acquiring Partners

By submitting an application through our Site, you expressly authorize and consent to Revlayne sharing your application information, including all personal and business data, with our Acquiring Partners for the purpose of evaluating, underwriting, and potentially approving your merchant account application. You acknowledge that once information is shared with an Acquiring Partner, it becomes subject to that partner's privacy policy and practices.

4.3 Credit Inquiries and Background Checks

By submitting an application, you authorize Revlayne and/or our Acquiring Partners to obtain credit reports, conduct background checks, verify your identity, and perform other due diligence activities as may be required for underwriting purposes. This may include "hard" credit inquiries that may affect your credit score. You further authorize us to share the results of such inquiries with our Acquiring Partners.

4.4 No Obligation

Submission of an application creates no obligation on the part of Revlayne or any Acquiring Partner to approve your application, offer you any particular terms, or provide any services. We reserve the right to decline to submit any application to our Acquiring Partners for any reason or no reason at all.

5.1 Our Intellectual Property

The Site and Services, including all content, features, and functionality (including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation thereof), are owned by Revlayne, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Revlayne name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Revlayne or its affiliates or licensors. You must not use such marks without our prior written permission.

5.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services solely for your personal or internal business purposes. This license does not include any right to:

• Modify, reproduce, distribute, publicly display, or create derivative works of the Site or Services
• Use any data mining, robots, scraping, or similar data gathering methods
• Download any content unless explicitly permitted
• Use the Site or Services for any commercial purpose not contemplated by these Terms

5.3 User Content

By submitting any content, information, or materials to us through the Site or Services ("User Content"), you grant Revlayne a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in connection with providing the Services and operating our business.

You agree not to engage in any of the following prohibited activities:

• Violating any applicable law, regulation, or third-party rights
• Providing false, misleading, or fraudulent information
• Impersonating any person or entity or misrepresenting your affiliation with any person or entity
• Interfering with or disrupting the Site, Services, or servers or networks connected to the Site
• Attempting to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks
• Using the Site or Services to transmit any viruses, malware, or other harmful code
• Engaging in any activity that could disable, overburden, or impair the proper functioning of the Site or Services
• Scraping, harvesting, or collecting information from the Site without our express written consent
• Using the Site or Services for any purpose that is competitive with our business
• Reverse engineering, decompiling, or disassembling any portion of the Site or Services
• Removing, altering, or obscuring any copyright, trademark, or other proprietary notices
• Using the Site or Services to send unsolicited commercial communications (spam)
• Assisting or enabling any third party to do any of the foregoing

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, Revlayne does not warrant that:

• The Site or Services will be uninterrupted, timely, secure, or error-free
• The results obtained from the use of the Site or Services will be accurate or reliable
• Any errors in the Site or Services will be corrected
• Any merchant application will be approved by any Acquiring Partner
• Any particular terms, rates, or conditions will be offered to you
• The Site or Services will meet your requirements or expectations

We are not responsible for any advice, recommendations, or statements made by our Acquiring Partners or any other third party. Any reliance on such information is at your own risk.

The information provided on the Site is for general informational purposes only and does not constitute legal, financial, tax, or professional advice. You should consult with appropriate professionals before making any business decisions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REVLAYNE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• Your access to or use of (or inability to access or use) the Site or Services
• Any conduct or content of any third party on or through the Site or Services
• Any content obtained from the Site or Services
• Unauthorized access, use, or alteration of your transmissions or content
• The denial or approval of any merchant application by any Acquiring Partner
• Any terms, rates, or conditions offered or not offered by any Acquiring Partner
• Any actions or omissions of any Acquiring Partner

IN NO EVENT SHALL REVLAYNE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE OR SERVICES EXCEED ONE HUNDRED DOLLARS ($100.00).

THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT REVLAYNE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless Revlayne, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from or related to:

• Your access to or use of the Site or Services
• Your violation of these Terms
• Your violation of any third-party right, including any intellectual property, privacy, or proprietary right
• Any claim that your User Content caused damage to a third party
• Any false, inaccurate, or misleading information you provide
• Your breach of any representation or warranty made in these Terms

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims.

10.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@revlayne.com to attempt to resolve any dispute informally. We will attempt to resolve the dispute by contacting you via email. If a dispute is not resolved within 60 days of submission, either party may proceed with formal dispute resolution.

10.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator, and the seat of arbitration shall be Wilmington, Delaware. The language of the arbitration shall be English.

Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that would be available in a court of competent jurisdiction.

10.3 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR RESOLVED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

10.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.

Subject to Section 10 (Dispute Resolution and Arbitration), any legal action or proceeding arising out of or relating to these Terms or your use of the Site or Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in Wilmington, Delaware, and you consent to the personal jurisdiction of such courts.

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes to these Terms, we will notify you by posting the updated Terms on the Site with a new "Last Updated" date. We may also provide notice through other means, such as email notification.

Your continued use of the Site or Services after any such changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Site and Services immediately.

We encourage you to review these Terms periodically to stay informed of any updates.

We may, in our sole discretion, terminate or suspend your access to all or any part of the Site or Services at any time, with or without cause, with or without notice, effective immediately. You may terminate your use of the Site or Services at any time by discontinuing use.

Upon termination, your right to use the Site and Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices published by us on the Site, constitute the entire agreement between you and Revlayne concerning your use of the Site and Services.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign our rights and obligations under these Terms without restriction. These Terms will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.

14.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any person, except that our Acquiring Partners are intended third-party beneficiaries of certain provisions herein.

14.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

14.7 Notices

We may provide notice to you by posting on the Site, by email to the address associated with your account, or by other means we deem appropriate. You may provide notice to us by mail to the address below or by email to legal@revlayne.com.

If you have any questions about these Terms, please contact us at: