Platform Terms of Service

Last Updated: January 15, 2026

This Managed Payment Facilitation Platform and Integration Agreement (“Agreement”) is made by and between DBD Ventures, LLC, dba Forward (“Forward”) and the business (including sole proprietors) signing up for the Platform and Forward Services, as listed on the accompanying application or registration form (“Partner” or “you”).

1. Definitions. Capitalized terms used but not otherwise defined in this Agreement will have the following meanings:

“Effective Date” means the date that Partner accepts this Agreement.

“Fee Schedule” means the Service and Fee Schedule agreed to between Partner and Forward that is incorporated into and made part of this Agreement.

“Fees” means the amounts due by Partner to Forward under this Agreement for the Forward Services, as detailed on the Fee Schedule.

“Forward Services” means the PFAC-as-a-Service services identified on the Fee Schedule provided by Forward (or its Service Providers) to Partner through the Platform pursuant to this Agreement, and, if applicable, the payment processing and related services provided by Forward (or its Service Providers) to Merchants referred by Partner pursuant to a Merchant Agreement.

“Merchant” means a merchant or other customer of Partner (other than an Excluded Merchant or Prohibited Merchant) who is boarded on the Platform or otherwise referred to Forward by Partner pursuant to this Agreement and who has entered into either a Merchant Agreement or a Partner Merchant Agreement for payment processing services.

“Merchant Agreement” means a contract between a Merchant and Forward for the provision of payment processing and related services.

“Merchant Losses” means any and all losses and liabilities arising under a Merchant Agreement or Partner Merchant Agreement including without limitation Merchant fraud, chargebacks, unpaid fees, bankruptcy, data and security breaches, unauthorized use of a Merchant’s credentials or other credential fraud, and any Payment Network assessments, fines, or penalties attributable to a Merchant or its processing activity.

“Partner Merchant Agreement” means a contract between a Merchant and Partner under which Partner and/or Partner’s service providers provide payment processing and related services to the Merchant. Partner may enter into Partner Merchant Agreements only if Partner is a registered payment facilitator of the Payment Networks and elects to assume the Merchant Agreements, as described in more detail in Section 2.9.

“Partner Products” means any hardware, software, or service-based product or offering of Partner which is integrated with or accesses the Forward Services pursuant to this Agreement.

“Payment Networks” means Visa, Inc., Mastercard Incorporated, Discover Financial Services, American Express Company, debit networks, the National Automated Clearing House Association (Nacha), and any other applicable payment network or association through which Forward may process payment transactions for Merchants.

“Platform” means the technology platform that Forward makes available to Partner through which Partner can access and use the Forward Services. The Platform includes but is not limited to any related websites, applications, systems, networks, APIs, documentation, tools, and technology hosted by Forward and/or provided to Partner in connection with the Forward Services.

“Prohibited Merchant” means a business (or sole proprietor) that: (i) is prohibited from using the Forward Services by the Payment Networks, (ii) appears on the U.S. Department of the Treasury, Office of Foreign Assets Control, Specially Designated Nationals List, (iii) is less than 18 years of age; (iv) has been terminated by cause by Forward or another payment processor or sponsor bank, (v) is not both domiciled and resident in the United States, (vi) otherwise engaged in illegal or fraudulent conduct.

“Representative” means the individual executing this Agreement and submitting relevant information on behalf of Partner.

“Rules” means all applicable rules, regulations, requirements, and standards of the Payment Networks, sponsor banks, industry regulators, and Forward, as amended from time to time. Without limiting the foregoing, the Rules include those rules and guidelines promulgated by Nacha and those standards promulgated by the PCI Security Standards Council, LLC from time to time, such as, but not limited to, the Payment Card Industry Data Security Standard (PCI-DSS), Payment Application Data Security Standard (PA-DSS), and PCI Software Security Framework, as applicable.

“Service Providers” means Forward’s third-party service providers that it uses in connection with processing payment transactions for Merchants, including payment processors and sponsoring financial institutions which are registered with the Payment Networks to provide such services.

“Service Provider Guidelines” means those requirements, standards, guidelines, and other expectations established by Service Providers that apply to the Forward Services, as the same may be modified, supplemented, or replaced from time to time by the respective Service Providers.

“Service Schedule” means the services elected to be received by Partner as provided in the Service and Fee Schedule agreed to between Partner and Forward that is made part of this Agreement.

2. Forward Services
   1. Provision of Services. Forward, in conjunction with one or more Service Providers, is the provider of the Forward Services as set forth in the Service and Fee Schedule to Partner and the Merchants, if applicable, in accordance with the terms and conditions set forth in such Service Schedule, this Agreement, and the Merchant Agreement, if applicable. The parties may mutually agree in writing to modify or supplement the Forward Services from time to time.
   2. Forward Services for Payment Facilitators. If Partner has its own bank sponsorship and is registered with the Payment Networks as a payment facilitator, the Forward Services will not include any services provided by the sponsor bank or processor, such as authorization, clearing, and settlement.
   3. Integration. Subject to Partner’s compliance with this Agreement, Forward grants Partner a non-exclusive, non-transferable, non-sublicensable, limited right to integrate the Forward Services with its Partner Products during the Term, solely for the purpose of enabling Merchants within the United States to access and use the Forward Services through their use of the Partner Products. Partner will be solely responsible for the Partner Products, including the proper, error-free, and secure integration of such Partner Products with the Forward Services. Partner understands and agrees that errors in the Partner Products or integrations may result in fees, chargebacks, declined transactions, failed transactions, data breaches, and other liabilities, all of which will be Partner’s sole responsibility.  Upon notice of any updates to the Forward Services or related APIs, Partner will promptly implement the appropriate changes to the integration and Partner Products. Partner’s provision of the Partner Products to Merchants will be subject to a separate agreement between Partner and each Merchant, and Forward will have no obligations under any such agreements. Insofar as Partner uses a third-party gateway integration in connection with its use of the Forward Services, Partner shall ensure that it sends a timely API call post-authorization from the gateway with payment instructions. Failure to do so shall entitle Forward to either (i) delay settlement, (ii) infer payment instructions, or (iii) assess the fee reflected in the Service Schedule, in either event, with Forward incurring no liability to Partner.  
   4. Data Sharing. To the extent applicable, Partner represents that it has obtained all required consents from Merchants to share Merchant information and data with Forward and that such consent covers Forward’s sharing of such information with the Service Providers in connection with the provision of the Forward Services. Partner is responsible for receiving transaction requests and instructions from Merchants and for establishing such integrations as may be necessary to accurately and completely convey such transaction requests and instructions to Forward through the Platform.
   5. Service Providers and Financial Institution Partners. Licenses granted under this Agreement and the provision and availability of the Forward Services will be subject to any applicable Service Provider Guidelines. Processed funds due to Merchants are held in one or more custodial accounts owned by (and titled in the name of) Forward’s financial institution partners (“Settlement Accounts”) pending settlement by such financial institutions to the applicable Merchant (or persons designated by the Merchant). Partner is responsible to provide Forward with proper information, data, and supporting documentation requested or required by Forward, and Forward shall be entitled to rely on the information, data, and documentation provided by Partner.
   6. Merchant Solicitation. Unless Partner has its own bank sponsorship and is a registered with the Payment Networks as a payment facilitator: 
      1. Partner will refer its customers to Forward for the Forward Services pursuant to a Merchant Agreement. In each case, Partner will not refer to Forward or board to the Platform any Merchant or prospective Merchant which is a Prohibited Merchant or is otherwise engaged in a business that violates any applicable law or Rule or which Partner has reason to believe is operating in a fraudulent or non-compliant manner. 
      2. Forward will review prospective Merchants submitted by Partner to receive payment processing and related services and may accept or reject a prospective Merchant in its sole discretion. Partner will make no representations or guarantees to any prospective Merchant that it or its application for payment processing services will be accepted or approved. 
   7. Merchant Agreements. Partner acknowledges that any Merchant’s use of the Forward Services requires such Merchant to have either a Merchant Agreement or, where permissible, a Partner Merchant Agreement. In accordance with the Rules, unless Partner has its own bank sponsorship and is registered with the Payment Networks as a payment facilitator, Partner is not permitted to solicit Merchants for payment processing services in its own name. All right, title, and interest in each Merchant Agreement and Merchant account will be the property of Forward and Partner will have no ownership interest or right in the foregoing. The Merchants will be deemed Sub-Merchants or Sponsored Merchants of Forward (as such terms are defined in the various Payment Networks’ Rules), and Forward will control the Merchant relationship with respect to payment processing activities; provided however, that Partner may enter into a separate agreement and business relationship with Merchants with respect to the Partner Products. Forward may modify or terminate any Merchant Agreement in accordance with the terms of such Merchant Agreement; provided, however, that Forward will only modify rates and fees with Partner’s approval, which shall not be unreasonably withheld or delayed.   
   8. Registration; Partner Merchant Agreements. If Partner is or becomes a registered payment facilitator, then, upon Partner’s written request, Forward will assign the Merchant Agreements to Partner, subject to the execution of an assignment and assumption agreement acceptable to Forward and its sponsor financial institution, and such other conditions as Forward may reasonably require. Partner will be responsible for all of Forward’s fees and costs related to such assignment. Upon such assignment: (a) the restrictions of Section 2.7 will no longer apply; (b) the assigned Merchant Agreements will become Partner Merchant Agreements; and (c) all right, title, and interest in the Partner Merchant Agreements will belong to Partner, and, notwithstanding anything in this Agreement to the contrary, Partner will assume all obligations and liabilities thereunder, including all Merchant Losses (and Partner Covered Merchant Losses). Thereafter, Partner will not be required to board Merchants under Merchant Agreements but rather may board Merchants directly under Partner Merchant Agreements. Forward will not be a party to any Partner Merchant Agreements and will have no obligations or liabilities under any or in connection with any Partner Merchant Agreements, including without limitation those that were assigned from Forward to Partner, and the Forward Services will be limited to the technical solutions that Forward provides to Partner through the Platform pursuant to this Agreement, and will not include payment processing and related services to Merchants. Forward makes no representations as to the enforceability of any Partner Merchant Agreement and Partner assumes exclusive responsibility for the content, data points, and legal enforceability of each Partner Merchant Agreement. The Partner Merchant Agreement will, at a minimum, include contractual provisions that: (a) grant the Merchant the right to access and use the Forward Services solely for the Merchant’s use in connection with processing transactions on behalf of their customers; (b) prohibit the reverse engineering, disassembly or modification of the Forward Services or use of the Forward Services in violation of any applicable law; (c) disclaim Forward’s liability for damages directly to Merchant, whether direct or indirect, incidental or consequential, arising in connection with the Partner Merchant Agreement and the Merchant’s use of the Forward Services; and (d) state that Forward disclaims any warranty of any kind directly to Merchant, including any warranty of title, merchantability, fitness for a particular purpose or non-infringement. As between Forward and Partner, Partner is responsible for (i) establishing Partner Merchant Agreement and the corresponding onboarding requirements and processes in compliance with all applicable policies, laws, Rules and regulations, including without limitation, Mastercard’s Member Alert to Control High-Risk Merchants requirements and similar Rules from other Payment Networks; (ii) obtaining and retaining sufficient documentation to identify each new Merchant and undertaking appropriate risk-based due diligence measures to verify such identity and ensure that the Merchant is not a Prohibited Merchant; (iii) tax reporting requirements applicable to Merchants with respect to the settlement amounts to Merchants pursuant to the Partner Merchant Agreement; (iv) establishing the methods of monitoring Merchants and their payment transactions for chargebacks, fraud and other potential commercial risks; and, notwithstanding anything in this Agreement to the contrary, (v) bearing responsibility for all Merchant Losses and Partner Covered Merchant Losses. 
   9. Partner Conduct. Partner will: (a) perform its obligations under this Agreement in compliance with applicable law and Rules; (b) avoid deceptive, misleading, abusive, and unethical practices and marketing material; (c) avoid disparaging Forward or its directors, officers, vendors, suppliers, and customers; (d) not sub-contract or delegate its obligations under this Agreement without Forward’s prior written consent; and (e) not engage in any act or omission which may damage Forward’s reputation, business, data security, or goodwill, or which are otherwise detrimental to the achievement of Forward’s business objectives. 
   10. Partner Personnel. Partner will ensure that all its employees, contractors, agents, and any other authorized person performing any obligation in connection with this Agreement or the Forward Services (“Partner Personnel”) are properly qualified and experienced and perform in accordance with Section 2.9. The acts and omissions of Partner Personnel in connection with this Agreement or in performance of Partner’s obligations hereunder shall be deemed Partner’s acts and omissions, and Partner will be liable for all such acts and omissions of any Partner Personnel. Forward may at any time conduct background checks on and obtain criminal and credit history reports for Partner and/or any of Partner’s owners, principals, directors, managers, and officers, and Forward may require that Partner conduct and submit to Forward background checks and criminal and credit history reports (including consumer reports) for its Partner Personnel.
   11. Diligence Information. Partner will ensure that all information and data provided to Forward about or related to Partner or any Merchant is accurate, complete, and not misleading. Partner will promptly submit any information and data requested or required by Forward and will immediately notify Forward of any material change in any information or data previously submitted. Partner agrees that Forward may rely on all such information and data without further inquiry into the accuracy, completeness, or authenticity of such information or data.
   12. Background and Credit Checks. Partner agrees that Forward and its service providers may, from time to time, obtain background checks, credit reports, and other consumer reports from one or more reporting agencies for Partner and all beneficial owners of Partner (including any individual who directly or indirectly owns or controls at least 25% or more of Partner’s ownership interests as well a person who exercises substantial control over Partner, or as otherwise determined by applicable law, provided that at least one beneficial owner of Partner is identified), for the purpose of verifying the identities of such individuals and evaluating the fraud and credit risk associated with the commercial relationship established under this Agreement. Partner further agrees that Forward and its service providers will be authorized to share each applicable individual’s identifying information in connection with obtaining such reports from consumer reporting agencies as well as other third-party providers who conduct background and identification verification screenings. By submitting each individual’s information, Partner represents and warrants that it has obtained written consent and authorization from such individual for Forward and its service providers to obtain (and for consumer reporting agencies to provide) and share such information and any associated credit or consumer reports as described above. Upon request Partner will promptly provide to Forward evidence of any such written consents and authorizations for each applicable individual. Partner agrees to cooperate with and provide any information or documentation needed for Forward and its service providers to obtain such information from consumer reporting agencies, in compliance with all applicable requirements under all applicable state and federal laws and regulations.
3. Payments
   1. One-Time Fees. All one-time fees on the Fee Schedule are due on the Effective Date. 
   2. Fees; Residual. In connection with Merchants that are party to a Merchant Agreement (not a Partner Merchant Agreement), Forward will remit to Partner on a monthly basis (on or about the 25^th of each month) with respect to the prior month’s activity the residual net processing revenue, minus the Fees charged to Partner as set forth on Fee Schedule and any other setoffs as set forth herein (“Residual”). The Residual will be based on net revenues actually received and retained by Forward attributable to Merchants (net of Forward’s costs, third-party processing fees, and the fees set forth on the Fee Schedule), and Forward will have no obligation to pay any Residual if Forward has not received its corresponding revenue from the Merchant. Forward will deduct from any Residuals due to Partner all third-party costs, expenses, and uncollected Partner Covered Merchant Losses and Merchant Losses, including without limitation third-party processing fees, Payment Network fees and assessments, and chargebacks. In the event that Forward is unable to collect all applicable Fees, third-party costs, expenses, and uncollected Partner Covered Merchant Losses and Merchant Losses from the net processing revenue, then, without limiting any remedies available hereunder or under applicable law, Forward may debit and/or invoice Partner for such amounts with payment being due no later than the 25^th of the calendar month following the date such Fees or other amounts were incurred.
   3. ACH Authorization and Payment Terms. Partner authorizes Forward to initiate ACH credits and debits to and from Partner’s depository bank account as designated by Partner in writing for all payments and amounts due under this Agreement. Partner will maintain such account at a financial institution which accepts ACH transactions in good standing and will ensure that sufficient funds are in such account to pay all amounts due to Forward. Partner will complete, execute, and provide to Forward any additional ACH authorization form or other forms and documentation reasonably requested by Forward. Forward will not be obligated to pay any Residual until Partner has completed (or updated as appropriate) and submitted to Forward all required documentation, including without limitation a form W-9 and ACH authorization forms. Partner will give Forward at least thirty (30) days’ prior written notice of any change in its account and will ensure that the ACH authorization is updated accordingly. The foregoing ACH authorization will remain in full force and effect until all amounts owed to Forward have been paid. Any returned or rejected ACH transaction will incur a fee as indicated on the Fee Schedule, and any late payment will accrue interest at a rate of one and a half percent (1.5%) per month or the maximum rate allowed by law (whichever is less). Forward is authorized to set off any amounts owed by Partner to Forward against any amounts payable to Partner by Forward. Partner is fully responsible for and agrees to pay all taxes and other charges imposed by any government authority on the services provided under this Agreement and on any transactions processed pursuant to this Agreement excluding any taxes based on Forward’s net income.
   4. Disputes; Overpayments. If Partner disputes any Fee or Residual payment, it must notify Forward in writing of the dispute (which notice shall include sufficient details so as to allow Forward to investigate Partner’s claim) within thirty (30) days of the applicable statement date, and Partner waives any claim against Forward regarding any Fee or Residual it fails to dispute within such period. If Forward determines that it has made an overpayment to Partner, it must notify Partner in writing within thirty (30) days following such determination, and Forward waives any claim against Partner regarding any such overpayment it fails to dispute within such period. Partner agrees to pay Forward the amount of any overpayment identified in accordance with this Section 3.4.
   5. Reserve. Partner acknowledges that Forward, either unilaterally or in combination with one or more Service Providers, may determine that Partner is obligated to fund a reserve account (the “Partner Reserve Account”), or to increase the balance of the Partner Reserve Account, to secure the payment of amounts due or reasonably anticipated to become due hereunder, including, without limitation, Fees, Partner’s indemnification obligations, and/or Merchant Losses (including Partner Covered Merchant Losses). Forward may withdraw funds from the Partner Reserve Account at any time to satisfy any such amounts, Fees, obligations, or losses. Forward may fund the Partner Reserve Account with amounts otherwise payable to Partner hereunder (including any Residual or portion thereof) or by making a demand on Partner, which demand shall be satisfied within five (5) business days from the date of Forward’s demand. Within six (6) months following the termination of this Agreement or such longer period as Forward may reasonably determine is necessary to address contingent liabilities hereunder, the balance of any Partner Reserve Account will be released to Partner. Prior to such release, Partner acknowledges that it has no ownership interest in the Partner Reserve Account, no right to withdraw funds from the Partner Reserve Account, and no entitlement to interest on funds in the Partner Reserve Account. Without in any way limiting the foregoing, and merely as an additional form of security, Partner hereby further grants Forward a security interest in the Partner Reserve Account. Forward may enforce its security interest(s) without notice or demand. The security interest(s) granted under this Agreement will continue after termination of this Agreement until Partner satisfies all its obligations to Forward. Partner further agrees to execute and deliver such instruments and documents as may be reasonably requested to confirm and perfect the security interest(s) granted by this Agreement.
4. Intellectual Property
   1. Ownership. As between Forward and Partner, all right, title, and interest in and to the Platform and the Forward Services are owned exclusively by Forward (or its licensors and suppliers), including without limitation all intellectual property rights of any kind in the Platform and Forward Services and all related software, hardware, source code, technology, trademarks, trade names, trade dress, logos, patents, copyrights, trade secrets, and domain names, including any derivatives made of any of the foregoing. Any rights granted to Partner under this Agreement with respect to the Platform or Forward Services are licensed, not sold, even if for convenience terms such as “purchase” or “sale” are used.  As between Forward and Partner, all right, title, and interest in and to the Partner Products are owned exclusively by Partner (or its licensors and suppliers), including without limitation all intellectual property rights of any kind in the Partner Products and all related software, hardware, source code, technology, trademarks, trade names, trade dress, logos, patents, copyrights, trade secrets, and domain names, including any derivatives made of any of the foregoing. Any rights granted to Forward under this Agreement with respect to the Partner Products are licensed, not sold, even if for convenience terms such as “purchase” or “sale” are used.
   2. Restrictions. Partner agrees that it will not (and will not permit or enable Merchants or any other person to): (a) use the Platform or Forward Services in any manner other than as expressly permitted under this Agreement; (b) do anything to contest or impair the Platform or Forward Services or Forward’s rights therein; (c) modify, copy, sell, lease, loan, sub-license, distribute, timeshare, transfer, create derivative works of (expect as expressly provided in this Agreement), disassemble, de-compile, or reverse engineer the Platform or Forward Services; (d) attempt to extract the source code or source listings or any algorithm, data, process, procedure, or any other portion of the Platform or Forward Services; or (e) remove, alter, distort, cover, or otherwise modify any legal notices, including without limitation any notice of proprietary rights, appearing on or included in any materials furnished or otherwise made available by Forward. Partner is solely responsible for maintaining the security of all credentials used to access the Platform or Forward Services and shall immediately notify Forward if it becomes aware of any unauthorized use or copying of the Platform or Forward Services or any portion thereof. The parties agree that all improvements, enhancements, modifications, or derivative works made from the Platform or Forward Services by any party will be the exclusive property of Forward, even if suggested, designed, or submitted to Forward by Partner. Partner may not modify the Platform or Forward Services in any way without Forward’s prior written consent. 
   3. Third-Party Content. The Platform and/or Forward Services may operate in conjunction with or be provided through software, hardware, or services provided by third parties. Forward will have no obligation with regard to, and makes no representation or warranty related to, the software, hardware, or services provided by third parties.
   4. Trademarks. Partner shall comply with all standards with respect to the Forward’s name, logo, and trademarks (“Forward Marks”) which may be furnished by Forward from time to time in connection with this Agreement. Partner hereby acknowledges and agrees that all right, title, and interest in and to the Forward Marks belong to Forward, and that all usage and goodwill of the Forward Marks will inure to the benefit of Forward. Partner shall not use, register, or attempt to register any trademarks or domain names that are confusingly similar to the Forward Marks or Forward’s domain names, nor use the Forward Marks in any manner that would indicate that Partner has any rights thereto other than as a licensee. Forward reserves the right to revoke Partner’s rights to the Forward Marks at any time in Forward’s sole discretion. This Agreement does not authorize Partner to use or display, in any manner, any names, trademarks, or logos of the Payment Networks. Partner shall immediately cease use of all Forward Marks and Payment Network marks upon the earlier of (a) termination of this Agreement (unless use of the Payment Network marks is authorized pursuant to a separate agreement with a third party) or (b) written notice from Forward revoking Partner’s right to use or display such Forward Marks or Payment Network marks.
   5. Partner Materials. Partner represents and warrants to Forward that for all intellectual property and other materials that Partner uses in conjunction with the Platform or Forward Services, including without limitation in the Partner Products and any integration developed or supplied by Partner, Partner has all right, title, and interest in, or valid license to use, all such materials, and such materials do not violate the proprietary rights of any third party. Partner authorizes Forward to display Partner’s name and logo in Forward’s customer lists, on its website, in other promotional materials, on statements and reports generated for Merchants or Partner, or elsewhere in connection with the Forward Services, this Agreement, or Forward’s promotional materials.
   6. Feedback. Partner may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Forward with respect to the Platform or Forward Services. Forward will have full discretion to determine whether or not to proceed with the development of the requested enhancements, features or functionality, and will have the full, unencumbered right to copy, distribute, transmit, display, perform, create derivative works of, use, and otherwise fully exploit the Feedback in connection with its products and services.
5. Compliance
   1. Legal Compliance. Partner will comply with all Rules, applicable laws, security standards, and Forward’s security protocols, policies, notices, and safeguards, as they may be updated from time to time. Partner will not store any non-public personal information related to this Agreement or any prospective, current, or former Merchant, including but not limited to transaction information or card numbers, without Forward’s prior written consent and then only in compliance with applicable laws and Rules. If Partner is a registered payment facilitator, Partner must maintain all applicable registrations with the Payment Networks. If Partner is a money services business, within the meaning of the U.S. Bank Secrecy Act or any other applicable law (including state law), Partner shall maintain such registration with the U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) and such licenses from state banking regulators as may be required under applicable law. Forward offers no opinion as to the legal status of Partner under any applicable law.
   2. Data Security. Each of Forward and Partner shall ensure the security of data (including without limitation cardholder and transaction data) accessed, stored on, or sent through such party’s networks and servers or those of its third-party service providers in accordance with the Rules and applicable law. In the event that a party’s systems (or its vendor’s or third-party service provider’s systems) are or are reasonably suspected to have been subject to a compromise event or breach, then such party shall: (a) notify the other in writing of such occurrence; (b) notify any affected parties as required under any applicable laws; (c) take all actions and precautions reasonably necessary to prevent any continuous or additional compromise or breach; and (d) commence all remedial efforts and other actions required under the Rules or applicable law. Partner agrees to and will at all times comply with the Privacy Policy (https://www.getfwd.com/privacy-policy/) located on Forward’s website, as may be updated from time to time. Partner will display and/or provide its privacy policy to third parties in compliance with applicable law and the Rules. 
   3. Audits. Each party shall reasonably cooperate with the audit, inspection, and document requests of the other to the extent necessary to comply with the Rules and applicable law.
6. Confidentiality
   1. Confidential Information. Each party agrees to keep in strict confidence all information disclosed by one party (“Discloser”) to the other party (“Recipient”) (in writing, orally, or in any other form), including any data, software, financial information, pricing, and any other information that the Discloser or its respective officers, directors, employees, and agents (collectively, “Representatives”) designates as confidential at the time of disclosure or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure (“Confidential Information”). Confidential Information will not include information that (a) was known to a party or any of its Representatives without any obligation to protect the confidentiality of the information prior to its disclosure by the Discloser or any of its Representatives; (b) is or becomes available to a party or any of its Representatives on a non-confidential basis from a source other than the other party or its Representatives, provided that such other source is not known by a party or any of its Representatives to be bound by a confidentiality obligation to the other party with respect to such information; (c) was or becomes generally available to the public other than as a result of a breach by a party or any of its Representatives of this Agreement or any other confidentiality obligation applicable to a party or any of its Representatives; or (d) is independently developed by or for a party or any of its Representatives without use of or reference to Confidential Information. Each party agrees that it will hold all Confidential Information in confidence, not disclose, make available, or transfer any Confidential Information to any third party, other than its Representatives who have a need to know such information in connection with this Agreement, and not use or permit its Representatives to use any Confidential Information for purposes other than in connection with this Agreement. Each party agrees to use reasonable controls (but in all events at least the same degree of care and controls that it uses to protect its own confidential and proprietary information of similar importance) to prevent the unauthorized use, disclosure, or availability of, or access to, Confidential Information.
   2. Permitted Disclosures. Recipient may disclose Confidential Information if required to do so by the Rules, law, regulation, subpoena, court order, the order of any governmental or regulatory authority, provided, however, that Recipient or such Representative will, to the extent not prohibited by the Rules, law, rule, regulation, or court order and if reasonably practicable, notify the Discloser of such requirement or use in defense of a claim, and in making any such disclosure, and at the Recipient’s sole expense, use reasonable efforts to preserve the confidential nature of such information and to cooperate with the Discloser in an effort to reasonably limit the nature and scope of any such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Recipient and its Representatives may disclose Confidential Information, without notice to the Discloser, to the Payment Networks, its auditors and to any governmental or regulatory authority having or claiming to have authority to regulate or oversee any aspect of the Recipient’s business or that of its Representatives in connection with the exercise of such authority or claimed authority.
   3. Remedies. Each party acknowledges that any breach of this Section 6 would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore the other party will be entitled to seek injunctive relief to enforce this Agreement and such obligations without the need to prove harm, in addition to any other remedies that may be available at law or in equity or under this Agreement. The obligations of the parties under this Section will survive termination of this Agreement for whatever reason and will bind the parties, their successors and assigns.
7. Warranties; Liability
   1. Mutual Warranties. Each party represents and warrants to the other that as of the Effective Date and throughout the term of this Agreement it is: (a) properly registered, validly existing, and in good standing under the laws of the state where its principal office is located; (b) it has full authority and corporate power to execute this Agreement and perform its obligations under this Agreement; and (c) its performance of this Agreement will not violate any law, regulation, or other agreement to which it may now or hereafter be bound. Furthermore, each party represents and warrants that the Partner Products and the Forward Services, as applicable, (a) will be compliant with the Rules and applicable laws; (b)  will not introduce any virus or other malicious code into the other party’ systems or networks; (c) do not and will not violate or infringe any IP Rights of any third party. 
   2. DISCLAIMER. EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7, THE PLATFORM AND THE FORWARD SERVICES ARE OFFERED SOLELY “AS IS” AND FORWARD DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE PLATFORM AND FORWARD SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, ERROR-FREE OPERATION, AVAILABILITY, SECURITY, OR FITNESS FOR A PARTICULAR PURPOSE.
   3. LIMITATIONS OF LIABILITY. OTHER THAN AS PROVIDED IN SECTIONS 7.4 AND 8, IN NO EVENT WILL EITHER PARTY OR ITS THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST OR INJURED REPUTATION, LOST BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES) FOR ANY REASON, REGARDLESS OF THE FORM OR ACTION, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN AS PROVIDED IN SECTIONS 7.4 AND 8 OR AS IT RELATES TO PAYMENT OBLIGATIONS HEREUNDER, THE LIABILITY, IF ANY, OF EITHER PARTY TO THE OTHER FOR ANY CLAIMS, COSTS, DAMAGES, LOSSES, AND EXPENSES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, WILL NOT EXCEED IN AGGREGATE THE AMOUNT OF FEES PAID BY PARTNER (EXCLUDING THIRD PARTY PASS-THROUGH COSTS) TO FORWARD FOR THE PRECEDING THREE (3)-MONTH PERIOD MEASURED FROM THE DATE THE LIABILITY ACCRUES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL FOWARD BE LIABLE FOR ANY AMOUNTS ARISING OUT OF ANY ACT OR OMISSION OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO A SPONSOR BANK OR VENDOR PROVIDING THE FORWARD SERVICES OR ANY PORTION THEREOF TO PARTNER OR A MERCHANT. All third-party obligations and amounts incurred (including but not limited to any assessments, fines, penalties or other amounts (however labeled) imposed by a Payment Network or any governmental or regulatory body) will be deemed direct, not indirect or consequential, damages, and will be collectible notwithstanding any provision in this Agreement to the contrary.
   4. Merchant Losses. 
      1. Partner is directly liable for the value of any Merchant Losses in an amount reasonably proportional to Partner’s economic split with respect to each respective Merchant hereunder, as such loss share percentage is determined by Forward in its sole discretion. In addition, the amount of any uncollected Merchant Losses for which Partner is not directly liable will be deducted from any Residuals due to Partner with respect to the respective Merchant(s). Notwithstanding anything to the contrary, Partner is solely liable (at 100%) for any and all Partner Covered Merchant Losses. For purposes of this Agreement, “Partner Covered Merchant Losses” include those losses or damages arising under or related to a Merchant Agreement or a Merchant that are attributable in whole or in part to: (a) intentional misrepresentation, fraud, willful or intentional acts or omissions or negligence of Partner or its agents, or the failure of any of such persons to comply with applicable laws and Rules; (b) Partner’s breach of any provision of this Agreement; (c) any Merchant application submitted by Partner that Partner knows or should have known contains inaccuracies or omissions; (d) any data or security breach caused by the actions of Partner or any of its agents or service providers; (e) any assessments, fines, penalties or other amounts (however labeled) imposed by a Payment Network or any governmental or regulatory body (including those imposed against a Merchant) as a result of any action or inaction by Partner or any of its employees or agents; (f) any unenforceable Merchant Agreement where Partner failed to ensure that such Merchant executed a valid Merchant Agreement; (g) assessments, fines, or penalties or other amounts (however labeled) imposed as a result of or related to any debit block on a Merchant depository account; (h) Partner’s election to implement same- or next-day funding of any ACH settlement to a Merchant; (i) any Merchant referred by Partner in connection with any “free trial” program; or (j) an integration error or omission that Partner fails to correct within ninety (90) days after receiving notice of the same.
      2. Collection of Merchant Losses. Forward may collect amounts owed for Merchant Losses and Partner Covered Merchant Losses (or any portion thereof), as applicable, in any of the following ways, at its option: (i) by deducting such amounts from any Residual payment owed to Partner under this Agreement; and/or (ii) by debiting Partner’s depository bank account via ACH, either immediately upon incurring the Merchant Losses or Partner Covered Merchant Losses or any time thereafter. 
8. Indemnification
   1. Partner Indemnification. Partner agrees to indemnify, defend, and hold harmless Forward, its employees, directors, officers, agents, and vendors from and against any loss, liability, damage, penalty, or expense (including attorney’s fees and court costs) related to or arising from: (a) a failure by Partner, its employees, or agents to comply with the terms of this Agreement; (b) a representation or warranty of Partner being false, fraudulent, or misleading; (c) the negligence, fraud, or willful misconduct of Partner or its employees or agents; (d) any unauthorized access or use of personally identifiable information, card information, or other confidential information from Partner or in connection with any Product or other breach of the security systems of Partner; (e) any violation of applicable law, regulation, or Rule by Partner or its employees or agents; (f) the Partner Products or any use thereof; (g) any fees, assessment fines, penalties, damages, or other expenses resulting from Partner’s use or misuse of the Forward Services; (h) all Partner Merchant Agreements, if applicable, and any Merchant Losses arising thereunder; (i) all Partner Covered Merchant Losses and all Merchant Losses, as set forth herein, including Section 7.4.1; or (j) any claim that Partner or the Partner Products infringe, misappropriate, or violate any third party’s intellectual property rights or other proprietary rights. 
   2. Forward Indemnification. Forward agrees to indemnify, defend, and hold harmless Partner, its employees, directors, officers, agents, and vendors from and against any loss, liability, damage, penalty, or expense (including attorney’s fees and court costs) related to or arising from: (a) a failure by Forward, its employees, or agents to comply with the terms of this Agreement; (b) a representation or warranty of Forward being false, fraudulent, or misleading; (c) the negligence, fraud, or willful misconduct of Forward or its employees or agents; (d) any unauthorized access or use of personally identifiable information, card information, or other confidential information from Forward or other breach of the security systems of Forward; (e) any violation of applicable law, regulation, or Rule by Forward or its employees or agents; or (f) any claim that Forward or the Platform infringe, misappropriate, or violate any third party’s intellectual property rights or other proprietary rights. 
9. Term and Termination
   1. Term. This Agreement is effective on the Effective Date, will remain in effect for a period of two (2) years, and will thereafter automatically renew for successive two (2)-year periods unless terminated earlier in accordance with the provisions of this Agreement.
   2. Termination by Forward. Forward may terminate this Agreement or any Forward Services provided under this Agreement, if: (a) a Payment Network or Forward’s sponsor institution prohibits Forward from providing the Forward Services; (b) Forward’s right or license to supply the Forward Services is terminated for any reason; (c) changes in law, regulation, or Rule renders it impossible or commercially unreasonable, in Forward’s opinion, for Forward to continue to provide the Forward Services; (d) Forward stops providing the Forward Services generally. Furthermore, Forward may terminate this Agreement if Partner: (i) files for bankruptcy, receivership, dissolution, liquidation or a similar proceeding, has such a proceeding instituted against it, makes an assignment for the benefit of creditors, or a trustee, conservator, or receiver is appointed for it, (ii) breaches this Agreement and such breach is not cured within twenty (20) days of receipt of written notice, (iii) fails to pay any amounts owed to Forward when due following a reasonable cure period; (iv) fails to maintain a current and valid ACH authorization authorizing Forward to credit and debit Partner’s bank account as provided in this Agreement; (v) fails to act in an ethical manner or engages in an act or omission which may damage Forward’s reputation, business, or goodwill, or which are otherwise detrimental to the achievement of Forward’s business objectives, in Forward’s sole discretion; or (vi) engages in conduct that Forward, in its sole discretion, determines to present a legal, financial, or reputational risk.
   3. Termination by Partner. Partner may terminate this Agreement if: (a) a Payment Network or Forward’s sponsor institution prohibits Forward from providing the Forward Services; (b) Forward’s right or license to supply the Forward Services is terminated for any reason; (c) Forward stops providing the Forward Services generally; or (d) in accordance with and as provided in Section 11.1. Furthermore, Partner may terminate this Agreement if Forward: (i) files for bankruptcy, receivership, dissolution, liquidation or a similar proceeding, has such a proceeding instituted against it, makes an assignment for the benefit of creditors, or a trustee, conservator, or receiver is appointed for it, (ii) breaches this Agreement and such breach is not cured within twenty (20) days of receipt of written notice, or (iii) fails to pay any amounts owed to Partner when due following a reasonable cure period.
   4. Effect of Termination. Upon termination of this Agreement, Partner will return to Forward all equipment, literature, documentation, materials, and Confidential Information of or received from Forward and will securely destroy all copies, derivative works, and excerpts thereof, except to the extent that Partner is required to retain such information by law. All rights and licenses granted to Partner pursuant to this Agreement shall terminate as of the effective date of the termination. All unpaid amounts due by Partner will be immediately due and payable. Partner acknowledges and agrees that Partner will have a continuing obligation after the termination of this Agreement to properly provide all information, data, and supporting documentation requested or required by Forward, and to otherwise cooperate with Forward, to ensure the proper disbursement of any funds held in the Settlement Accounts to the appropriate parties. This Section 9.3 and Sections 3.5, 4–8, 10, and 11 will survive termination of this Agreement.
10. Arbitration Agreement
    1. Disputes. This arbitration provision will be broadly interpreted. If a dispute arises and cannot be resolved informally, the affected party will be required to arbitrate that dispute in accordance with the terms of this arbitration provision rather than litigate the dispute in court. The parties agree that the following will not be subject to arbitration: (1) disputes relating to the scope, validity, or enforceability of this arbitration provision; (2) any claim filed by either party in which the amount in controversy is properly within the jurisdiction of a small claims court; and (3) any dispute related to the validity of any party’s intellectual property rights. Because the services provided in connection with this Agreement concern interstate commerce, the Federal Arbitration Act (FAA) will govern this arbitration provision, including the issue of whether the dispute is subject to arbitration. The Commercial Arbitration Rules of the American Arbitration Association (“AAA”) will govern any arbitration. If there is a conflict between this arbitration provision and the AAA rules, this arbitration provision will govern. If there is a conflict between this arbitration provision and the rest of this Agreement, this arbitration provision will govern.
    2. Arbitration Procedures. A single arbitrator will resolve the dispute. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect each party’s information and other confidential or proprietary information. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. An award rendered by the arbitrator may be entered in any court having jurisdiction over the parties for purposes of enforcement. If an award granted by the arbitrator exceeds $1,000,000 either party can appeal that award to a three-arbitrator panel administered by the same arbitration organization by a written notice of appeal filed within 30 days from the date of entry of the written arbitration award. The decision of the arbitrator or the three-arbitrator panel, as applicable, will be final and binding, except for any appellate right which exists under the FAA.
    3. Individual Claims Only. All parties to an arbitration must be individually named. There will be no right or authority for any claims to be arbitrated or 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 arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. The arbitrator may award injunctive or similar relief only in favor of the individually named party and only to the extent necessary to provide relief warranted by that individual party’s claim. The arbitrator may not award injunctive relief applicable to any class or similarly situated individual or groups.
    4. Location. The arbitration will take place in Travis County, Texas.
    5. Arbitration Costs. Each party shall pay its own costs and expenses associated with any arbitration; provided, however, that the arbitrator(s) may, in his or her discretion, assess costs and fees in favor of a prevailing party at the conclusion of any proceeding.
    6. Severability. If any other clause in this arbitration provision is found to be illegal or unenforceable, that clause will be severed from this arbitration provision, and the remainder of this arbitration provision will be given full force and effect.
11. General
    1. Entire Agreement; Amendment. 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 Partner’s online acceptance of this Agreement, this Agreement will not be binding upon Forward until executed by an authorized representative of Forward. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by all parties. Notwithstanding the foregoing, Forward may amend or modify this Agreement upon notice to Partner; provided, however, that Partner may terminate this Agreement, without penalty, in response to any such amendment or modification within thirty (30) days following the date of such notice unless such amendment or modification is attributable changes to applicable law, the Rules, or Service Provider Guidelines or to implement any change required by any regulator or financial institution partner, in which case Partner shall have no such termination right.
    2. Governing Law; Jury and Class Action Waiver. Unless otherwise stated, the Agreement will be governed by, construed and enforced in accordance with the laws of the state of Texas without reference to conflict of laws principles. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 10 will be resolved exclusively in the state or federal courts located Travis County, Texas. Such state and federal courts will have exclusive jurisdiction over any such proceedings, and the parties hereby submit to the personal jurisdiction of such courts. FORWARD AND PARTNER 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.
    3. 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.
    4. Assignment. Partner 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 (including in connection with a change of control or merger), without the prior written consent of Forward, which consent shall not be unreasonably withheld, conditioned, or delayed. Any unauthorized attempted assignment or delegation will be null and void. Any assignee or transferee in connection with a change of control must complete Forward’s onboarding requirements for purposes of satisfying Forward’s compliance obligations and risk evaluation. Forward 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. 
    5. 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.
    6. 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.
    7. Force Majeure. Notwithstanding any other provision in this Agreement, Forward will not be liable to Partner for any failure or delay in its performance of this Agreement if such failure or delay arises out of causes beyond the control of Forward.
    8. Relationship of the Parties. The parties are independent contractors and will not be considered agents, servants, joint venturers, fiduciaries, 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. Forward will have no responsibility for any cost or expense incurred by Partner in connection with its operations, performance this Agreement. Partner is solely responsible for paying (and Forward has no responsibility to withhold on Partner’s behalf) any and all required federal, state and local taxes, including, but not limited to income taxes, FICA (Social Security), unemployment insurance, and disability insurance or workers’ compensation insurance with respect to Partner’s employees and agents, as applicable. Except as may be explicitly stated herein, there are no third-party beneficiaries to this Agreement. Parter is not a third-party beneficiary of any Merchant Agreement between Forward and any Merchant. 
    9. Notices. All notices, requests, demands and other communications to be delivered hereunder, unless specified otherwise herein, shall be in writing and shall be delivered by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each party’s address as set forth in the signature block of this Agreement. In addition, Partner agrees that it may receive notifications from Forward electronically which shall be deemed delivered on the date of the notice, including by email (to any email address that Forward has on file for Partner), by the posting of such information on Partner’s account on the Platform, or through Forward’s other standard electronic communication channels. Each party may update its respective address with written notice. Partner must promptly provide Forward with any change of address. Unless otherwise stated, notices will be deemed delivered upon receipt (as demonstrated by delivery confirmation).  
    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.
    11. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, and such counterparts will together constitute one and the same instrument. The signatures to this Agreement may be evidenced by .pdf or facsimile copies, and any such copy will be sufficient to evidence the signature of such party as if it were an original signature.