Merchant Agreement

This Merchant Agreement (“Agreement”) governs the financial relationship between Zivly Technologies Inc. (“Zivly”) and each subscribing business (“Merchant”) with respect to payment processing, Stripe Connect, financial obligations, and allocation of responsibilities.

1. Relationship Between Zivly and Merchant

Zivly is a technology software provider only. Zivly is not a payment processor, money services business, financial institution, acquiring bank, or agent of the Merchant for payment purposes. Nothing in this Agreement creates an employment, agency, franchise, or partnership relationship. Merchant is an independent business solely responsible for all services it delivers and all obligations to its clients.

2. Stripe Connect Integration

Payment processing is facilitated through Stripe Connect (Standard) by Stripe, Inc. Each Merchant maintains their own independent Stripe connected account. Client payment funds flow directly to the Merchant's Stripe account. Zivly does not hold, pool, or commingle Merchant funds at any time.

By connecting a Stripe account, Merchant agrees to Stripe's Connected Account Agreement, Terms of Service, and Privacy Policy. These are between Merchant and Stripe directly — Zivly is not a party.

Merchant authorizes Zivly to interact with Stripe's API on Merchant's behalf strictly to: initiate charges to Merchant's clients; process refunds at Merchant's direction; retrieve account and transaction status for platform display; and manage payment-method tokens. This authorization is limited to platform functionality only.

3. Card Data Security and PCI Compliance

Zivly's architecture ensures Zivly never comes into contact with raw cardholder data:

• Payment card numbers, CVV codes, and expiry dates are collected exclusively by Stripe.js or Stripe Elements, rendered in the client's browser and transmitted directly to Stripe. This data never passes through Zivly's servers.
• Zivly stores only: Stripe-issued payment-method tokens (representing a saved card reference that cannot retrieve the underlying card data); and Stripe connected account identifiers.
• All cardholder data storage, processing, and transmission is handled by Stripe, which maintains PCI DSS Service Provider Level 1 certification.

Merchant acknowledges that client card data is not stored on Zivly's servers, and that Zivly's storage of Stripe tokens does not constitute storage of cardholder data under PCI DSS.

4. Merchant's Financial Responsibilities

4.1 Transactions and Pricing

Merchant is solely responsible for all pricing, discounts, deposit amounts, and financial terms offered to clients. Merchant must accurately configure services and pricing within the platform.

4.2 Cancellations and Refunds

Merchant is solely responsible for setting, communicating in writing to clients, and enforcing cancellation policies and no-show fees. Merchant is solely responsible for processing all client refunds required by their own policies or applicable provincial consumer-protection law. Zivly provides technical tools to initiate refunds through Stripe but bears no financial obligation for any refund whatsoever.

4.3 Chargebacks and Disputes

Merchant is solely responsible for managing and responding to all payment chargebacks and disputes through Stripe's dispute-resolution process. Merchant must maintain sufficient balance in their Stripe account to cover potential chargebacks. Merchant accepts that Stripe may withhold, reverse, or claw back funds independently, and Zivly bears no responsibility for any such Stripe action.

4.4 Tax Collection and Remittance

Merchant is solely responsible for calculating, collecting, and remitting all applicable Canadian taxes (GST, HST, QST, PST) on all services and products sold. Merchant is solely responsible for correctly configuring tax rates in the platform. Zivly provides tax-configuration tools as a convenience only and does not verify tax compliance. Zivly bears no responsibility for tax shortfalls, audits, penalties, or interest arising from Merchant's tax configuration or remittance.

4.5 Stripe Independence

Merchant acknowledges that Stripe operates independently and may, without notice or liability to Zivly: suspend or terminate Merchant's Stripe account; place holds on, withhold, or reverse funds; require additional identity verification; modify fees or terms; or decline specific transactions. Zivly has no control over Stripe's independent decisions and bears no responsibility for any resulting loss or disruption.

5. Platform Subscription Fees

Zivly subscription fees are separate from and in addition to Stripe's payment-processing fees. All Zivly subscription fees are non-refundable. Service credits may be issued at Zivly's sole discretion for documented platform errors and represent the sole financial remedy available to Merchant.

6. Billing Disputes

If Merchant believes a billing error has occurred, Merchant must notify Zivly in writing at [email protected] within 30 days of the disputed charge. Zivly will investigate and respond within 15 business days. Failure to dispute within 30 days constitutes acceptance of the charge. Merchant agrees not to initiate chargebacks against Zivly subscription fees without first completing this dispute-resolution process; unauthorized chargebacks may result in account suspension.

7. Prohibited Financial Activities

Merchant agrees not to use the Platform or Stripe Connect to:

• Process payments for services not legitimately offered by Merchant's registered business;
• Submit fictitious, inflated, or fraudulent transactions;
• Facilitate money laundering, terrorist financing, or financial crimes under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act;
• Deliberately trigger chargebacks to obtain goods or services without payment;
• Use multiple accounts to circumvent payment controls or Stripe risk policies;
• Process payments on behalf of a third-party business without Zivly's written consent.

Violations may result in immediate account termination, reporting to Stripe, and referral to relevant Canadian authorities including FINTRAC where required.

8. Termination

Upon termination of Merchant's account, all payment features are disabled. Existing pending Stripe transactions are unaffected and governed by Stripe's terms. Merchant remains responsible for all financial obligations to clients and to Stripe following termination, including outstanding refunds, chargebacks, and Stripe fees.

9. Governing Law

This Agreement is governed by the laws of Ontario, Canada. Disputes are subject to the dispute-resolution provisions in the Terms and Conditions.

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