Terms of Service

1. Service Description

ShopConnect is a universal payment connector that enables merchants to process payments through their chosen payment processor while continuing to use their existing business management software. The Service consists of:

• Chrome Browser Extension — Installed on the merchant's computer to read invoice data from supported web-based business software platforms and facilitate payment processing.
• Web Console — A management dashboard for configuring payment processors, managing merchant accounts, viewing transaction history, and administering user access.
• Platform Connectors — Integrations with a broad range of web-based business software platforms across multiple industries, including but not limited to auto repair, home services, dental, medical, legal, fitness, veterinary, and hospitality.

2. Eligibility

To use the Service, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction.
• Have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.
• Operate a lawful business and comply with all applicable laws, regulations, and payment card industry standards.
• Maintain an active account with a supported payment processor.

We reserve the right to refuse service to anyone for any reason at any time.

3. Account Registration & Security

3.1 Registration

To access the Service, you must create an account by providing accurate and complete information, including a valid email address and phone number. Email verification is required before account activation. You agree to keep your account information current and accurate.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your password and any API keys entered into the Service. You agree to:

• Use a strong, unique password for your ShopConnect account.
• Not share your account credentials with unauthorized individuals.
• Immediately notify us at aashil@shopconnectpro.com if you suspect unauthorized access to your account.

You are responsible for all activity that occurs under your account, whether or not authorized by you.

3.3 Activation

Merchant accounts must be activated by an authorized administrator, ISO, or agent before live payment processing is enabled. Until activation, accounts may operate in a limited or sandbox mode.

4. User Roles & Responsibilities

The Service supports multiple user roles, each with distinct permissions and responsibilities:

4.1 ISO / Agent Owners

Independent Sales Organizations (ISOs) and agent owners use ShopConnect to onboard and manage merchants. ISOs and agents are responsible for:

• Ensuring merchants they onboard are legitimate businesses.
• Providing accurate referral and attribution information.
• Configuring payment processor credentials on behalf of their merchants when authorized to do so.
• Complying with all applicable payment industry regulations and their processor agreements.

4.2 Sub-Agents

Sub-agents operate under an ISO or agent owner and may have limited administrative permissions as defined by their parent organization. Sub-agents are bound by these Terms and any additional restrictions imposed by their ISO or agent owner.

4.3 Merchants

Merchants are the end-users of the ShopConnect extension and console. Merchant roles include owner, manager, and technician tiers with varying levels of access. Merchants are responsible for:

• Ensuring they have the legal right to process payments through their chosen processor.
• Verifying that payment amounts read by the extension are accurate before processing.
• Maintaining compliance with PCI DSS and all applicable regulations.
• Safeguarding their payment terminal and processor credentials.

4.4 Referral Attribution

The Service uses referral codes to track which ISO or agent onboarded a merchant for commission and attribution purposes. Manipulation or fraudulent use of referral codes is a violation of these Terms and may result in immediate termination.

4.5 ISO/Agent Agreement

ISO and agent partners may be required to execute a separate ISO/Agent Agreement in addition to these Terms, covering residuals, referral attribution, merchant responsibility, and the distribution relationship. In the event of any conflict between these Terms and an executed ISO/Agent Agreement, the ISO/Agent Agreement shall control with respect to the subject matter of the conflict.

4.6 Non-Solicitation

During the term of their use of the Service and for twelve (12) months thereafter, ISO and agent users agree not to directly solicit merchants onboarded through ShopConnect to migrate to a competing payment middleware or connector service. This restriction applies only to merchants that were introduced to ShopConnect through the ISO or agent's own use of the Service and does not restrict the ISO or agent from working with merchants who independently choose to change platforms.

5. Payment Processing Disclaimers

5.1 Connector, Not Processor

ShopConnect acts solely as a technical connector between your business software and your payment processor. We do not:

• Process, settle, or hold any payment funds.
• Have access to or store full payment card numbers.
• Act as a money transmitter, payment facilitator, or financial institution.
• Guarantee the approval, settlement, or success of any transaction.

5.2 Processor Responsibility

All payment transactions are governed by the terms and conditions of your agreement with your applicable payment processor, as selected and configured by you or your authorized ISO/agent. ShopConnect is not a party to that agreement and bears no responsibility for:

• Transaction approvals, declines, or chargebacks.
• Processing fees, rates, or charges imposed by your processor.
• Funds availability, settlement timing, or holds.
• Disputes between you and your processor.

5.3 Accuracy

While ShopConnect reads invoice data from your business software to pre-fill payment amounts, you are solely responsible for verifying the accuracy of all payment amounts before processing. ShopConnect does not guarantee that data read from third-party software is complete or error-free.

5.4 Regulatory Status (Regulation E)

ShopConnect is not a financial institution and does not process, transmit, or hold consumer funds. Error resolution rights for payment transactions, including those governed by the Electronic Fund Transfer Act (EFTA) and Regulation E, are the exclusive responsibility of your payment processor and their banking partners. Any consumer disputes, unauthorized transactions, or error claims must be directed to your payment processor. ShopConnect has no authority to reverse, halt, or modify any payment transaction once initiated.

5.5 Surcharge & Cash Discount Programs

ShopConnect may provide tools to configure surcharge or cash discount programs. The legality of surcharging varies by jurisdiction and is subject to card network rules that change over time. Merchant is solely responsible for ensuring that any surcharge or cash discount program configured through ShopConnect complies with all applicable federal and state laws, card network regulations, and required customer disclosures. VPayment Solutions LLC makes no representation as to the legality of any particular pricing program in any jurisdiction and shall have no liability for any regulatory penalties, fines, chargebacks, or network violations arising from the merchant's use of surcharge or cash discount features.

6. Subscription Plans & Billing

6.1 Direct Merchants

For merchants who sign up directly (not through an ISO or agent partner), the ShopConnect software is provided at no monthly cost ($0/month). Direct merchants pay only the transaction rates charged by their own payment processor. There are no setup fees, software fees, or contracts.

6.2 ISO/Agent-Managed Merchants

Merchants onboarded through an ISO, agent, or referral partner may be subject to platform access fees as defined in the applicable ISO/Agent Partner Agreement. These fees are separate from and in addition to any payment processing fees charged by the merchant's processor. ISO/agent partner pricing is structured in the following tiers:

• Starter — 1–10 merchants
• Growth — 11–30 merchants
• Scale — 31–75 merchants
• Enterprise — 76+ merchants

Specific pricing for each tier is set forth in the executed ISO/Agent Partner Agreement (see Section 4.5). Merchants onboarded through an ISO/agent should contact their ISO/agent for details on any applicable platform access fees.

6.3 Billing Terms

Where applicable, subscription and platform access fees are billed monthly. Subscriptions automatically renew at the end of each billing period unless cancelled at least five (5) business days before the renewal date. You may cancel at any time through the web console or by contacting support at aashil@shopconnectpro.com.

Fees are non-refundable except as required by applicable law or as otherwise agreed in writing. We reserve the right to modify pricing with 30 days' written notice. If you do not agree with a pricing change, you may terminate your subscription before the new pricing takes effect.

7. Data Collection & Privacy

7.1 What the Extension Reads

The ShopConnect Chrome extension reads the following data from your browser when you are on a supported business software platform:

• Invoice amounts and totals
• Invoice and estimate numbers
• Customer names associated with invoices
• Line item descriptions (where available)

The extension only activates on supported platform domains listed in its configuration. It does not read data from unrelated websites.

7.2 What We Store

Invoice data and transaction records are synced to our secure cloud infrastructure for the purposes of transaction history, reporting, and service operation. Specifically:

• Payment processor API keys are encrypted at rest on our servers and are never exposed to the client-side application after initial entry.
• Transaction records include amounts, timestamps, approval codes, and masked card identifiers (last 4 digits only).
• No full card numbers are ever transmitted to, processed by, or stored on ShopConnect servers. Card data flows directly from the merchant's browser or terminal to the payment processor's API.
• No raw personally identifiable information (PII) is stored in our analytics, learning, or observation systems.

7.3 PCI DSS Compliance

ShopConnect is designed to minimize its PCI scope. Full cardholder data (PAN, CVV, expiration) is never handled by ShopConnect infrastructure. All sensitive card data is transmitted directly to the payment processor's PCI-compliant endpoints. Merchants remain responsible for maintaining their own PCI compliance as required by their processor agreements.

7.4 HIPAA Considerations

For merchants in healthcare verticals (medical, dental, veterinary, etc.), the extension reads only financial data (invoice amounts and numbers). ShopConnect does not read, store, or transmit protected health information (PHI), clinical records, diagnosis codes, or treatment details.

7.5 Data Retention

Transaction records are retained for the duration of your account plus 7 years to comply with financial recordkeeping requirements. Upon account termination, you may request deletion of your data by contacting us, subject to our legal retention obligations.

7.6 Your Data Rights

Depending on your jurisdiction, you may have rights regarding your personal data. We honor the following requests for all users, regardless of location:

• Right to Know — You may request a summary of the personal data we hold about you, including transaction records, account information, and any data collected by the extension.
• Right to Correction — You may request correction of inaccurate personal data associated with your account.
• Right to Deletion — You may request deletion of your personal data, subject to our legal retention obligations (e.g., financial recordkeeping requirements).
• Right to Opt Out of Sale — We do not sell your personal data. We do not share your data with third parties for advertising or marketing purposes.

To exercise any of these rights, contact us at aashil@shopconnectpro.com. We will respond to verified requests within thirty (30) days. We will not discriminate against you for exercising your data rights.

For California residents: These rights are provided pursuant to the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). For residents of other states with comprehensive privacy laws (including Virginia, Colorado, Connecticut, and others), equivalent rights are honored as required by applicable law.

7.7 Sub-Processors

We engage third-party service providers ("sub-processors") to host our infrastructure, provide database and storage services, deliver email communications, and facilitate payment processing. These sub-processors are bound by data protection obligations no less protective than those set forth in these Terms and our Privacy Policy.

A current list of sub-processors and their functions is available upon request by contacting aashil@shopconnectpro.com. We will notify you of any material changes to our sub-processor list that may affect the processing of your data.

8. Chrome Extension Usage

By installing the ShopConnect Chrome extension, you acknowledge and agree that:

• The extension interprets and displays financial data presented on supported business software platforms for payment facilitation purposes.
• The extension communicates with ShopConnect servers and your configured payment processor's API endpoints.
• The extension does not modify data within your business software except to record confirmed payment status where supported by the platform.
• You are responsible for keeping the extension updated to the latest version for security and compatibility.
• The extension is intended for use on business computers. You should not install it on shared public computers.

8.1 First-Run Consent

Upon first installation, the extension will present a data use disclosure within its interface. You must actively confirm this disclosure before the extension begins reading financial data from business software platforms. By confirming this disclosure, you agree to the data practices described in Section 7 of these Terms and our Privacy Policy.

8.2 Google Chrome Web Store Compliance

ShopConnect's use of data obtained through the Chrome extension complies with Google's Chrome Web Store Developer Program Policies, including the Limited Use requirements. Data read from business software platforms is used solely to facilitate payment processing as described in these Terms and is not used for advertising, sold to third parties, or shared with data brokers or information resellers.

9. Confidentiality

We treat all merchant and ISO/agent data as confidential information, including but not limited to payment processor credentials, API keys, transaction data, customer information, and business financial data. We will not disclose, sell, or share this information with third parties except:

• As required to provide the Service (e.g., transmitting payment data to your configured processor).
• As required by law, regulation, or valid legal process.
• As otherwise set forth in our Privacy Policy.
• With your prior written consent.

All employees, contractors, and service providers with access to confidential data are bound by confidentiality obligations no less protective than those set forth in these Terms.

10. Intellectual Property

The Service, including all software, code, design, logos, trademarks, documentation, and content, is the exclusive property of VPayment Solutions LLC and is protected by intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service solely for its intended purpose in accordance with these Terms. You may not:

• Copy, modify, distribute, or reverse engineer any part of the Service.
• Decompile, disassemble, or attempt to extract the source code of the extension or console.
• Use our trademarks, logos, or branding without prior written consent.
• Create derivative works based on the Service.
• Sublicense or resell access to the Service except as authorized under an ISO/agent agreement.

10.1 Feedback and Suggestions

Any feedback, suggestions, feature requests, or ideas you provide regarding the Service ("Feedback") shall be deemed non-confidential. You hereby irrevocably assign to us all rights, title, and interest in such Feedback without any obligation of compensation or attribution. We may use, implement, modify, or incorporate Feedback into the Service at our sole discretion.

11. Prohibited Uses

You agree not to use the Service to:

• Process payments for illegal goods, services, or activities.
• Commit fraud, money laundering, or any form of financial crime.
• Process transactions on behalf of undisclosed third parties.
• Process payments for your own personal purchases or transactions (self-dealing).
• Circumvent or manipulate payment processor controls, limits, or fraud detection systems.
• Scrape, harvest, or collect data from the Service for purposes unrelated to your authorized use.
• Attempt to reverse-engineer, replicate, or reproduce the Service's platform integration functionality for competitive purposes.
• Introduce viruses, malware, or any harmful code into the Service.
• Interfere with the operation, security, or integrity of the Service.
• Impersonate another user, merchant, or organization.
• Manipulate referral codes, attribution data, or commission structures.
• Use the Service in any manner that violates applicable laws or regulations, including but not limited to PCI DSS, HIPAA, and state consumer protection laws.

11.1 Additional ISO/Agent Prohibited Conduct

ISOs, agents, and sub-agents are additionally prohibited from:

• Onboarding merchants without the merchant's knowledge and explicit consent.
• Setting up merchant accounts using fraudulent or misleading information.
• Using the Service or its data to solicit, poach, or divert merchants from other ISOs, agents, or organizations in violation of applicable agreements.
• Accessing or modifying merchant accounts without proper authorization from the merchant or their designated representative.
• Misrepresenting ShopConnect's capabilities, pricing, or terms to prospective merchants.

12. Software Compatibility

We do not guarantee continued compatibility with any third-party platform. Third-party software vendors may update, modify, redesign, or discontinue their platforms at any time without notice to us. Such changes may temporarily or permanently affect ShopConnect's ability to interface with those platforms.

We shall have no liability for any interruption in Service, loss of functionality, or inability to process payments caused by changes to third-party software platforms. We will make commercially reasonable efforts to restore compatibility when third-party changes are detected, but we make no guarantee as to the timeline or success of such restoration.

We do not have any partnership, affiliation, or endorsement relationship with any third-party software platform unless explicitly stated. ShopConnect operates independently as a payment connector.

12.1 Merchant Responsibility for Third-Party Software Terms

Merchant acknowledges that use of ShopConnect in conjunction with third-party business software platforms is subject to the terms of service of those platforms, which ShopConnect has no control over and is not a party to. Merchant is solely responsible for determining whether their use of ShopConnect complies with the terms and conditions of any third-party software they access using the Service. VPayment Solutions LLC makes no representation that the use of ShopConnect is authorized or permitted under any third-party platform agreement, and shall have no liability for any claims, damages, or penalties arising from a merchant's alleged breach of a third-party software provider's terms of service.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• VPAYMENT SOLUTIONS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.
• OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) THE FOLLOWING AMOUNT BASED ON YOUR SUBSCRIPTION TIER AT THE TIME OF THE CLAIM: DIRECT MERCHANT (FREE) — $500; STARTER — $2,500; GROWTH — $5,000; SCALE — $10,000; ENTERPRISE — THE AMOUNT SPECIFIED IN YOUR PARTNER AGREEMENT.

THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

We do not guarantee uninterrupted, error-free, or secure operation of the Service. We are not liable for any losses resulting from:

• Inaccurate invoice data read from third-party business software.
• Payment processing failures, declines, or errors by your payment processor.
• Unauthorized access to your account due to your failure to maintain credential security.
• Downtime, outages, or interruptions of third-party platforms or payment processors.
• Changes to third-party software that affect ShopConnect connector compatibility.

14. Indemnification

You agree to indemnify, defend, and hold harmless VPayment Solutions LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service.
• Your violation of these Terms.
• Your violation of any applicable law or regulation.
• Your violation of any third-party rights, including your payment processor's terms of service.
• Any disputes between you and your customers, payment processor, or business software provider.
• Any unauthorized or fraudulent transactions processed through your account.

15. Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, epidemics, or pandemics.
• Internet or cloud infrastructure outages (including but not limited to outages of our hosting providers, database services, or content delivery networks).
• Third-party service failures, including payment processor downtime or API unavailability.
• Government actions, regulations, embargoes, or sanctions.
• Cybersecurity incidents, distributed denial-of-service attacks, or other malicious acts by third parties beyond the affected party's reasonable control.
• War, terrorism, civil unrest, or labor disputes.
• Power failures or telecommunications disruptions.

The affected party shall provide prompt notice to the other party and shall use commercially reasonable efforts to mitigate the impact of such event. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice.

16. Termination & Suspension

16.1 Termination by You

You may terminate your account at any time by contacting us at aashil@shopconnectpro.com. Upon termination, your access to the Service will be revoked and your activation status will be set to inactive.

16.2 Termination or Suspension by Us

We may suspend or terminate your account if:

• You violate these Terms or any applicable law.
• We detect fraudulent, suspicious, or unauthorized activity on your account.
• Your payment processor terminates or suspends your processing account.
• You fail to pay applicable subscription fees.
• Continued provision of the Service to you would create legal, regulatory, or reputational risk.

Except in cases of fraud, illegal activity, or imminent harm to users or the Service, we will provide at least five (5) business days' written notice before terminating an account in good standing. In cases of fraud, illegal activity, or imminent harm, we may suspend or terminate your account immediately without prior notice.

16.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We may retain transaction records as required by law. Sections 5, 7, 9, 10, 13, 14, 15, and 19 survive termination.

17. Security Incident Notification

In the event of a confirmed security breach that compromises your personal information, payment processor credentials, or transaction data, we will:

• Notify affected users within seventy-two (72) hours of confirming the breach, or sooner if required by applicable state or federal law.
• Provide a description of the nature of the breach and the types of data affected.
• Describe the steps we are taking to investigate and remediate the incident.
• Provide guidance on steps you should take to protect yourself, including credential rotation where applicable.

Notification will be provided via email to the address associated with your account. If the breach affects payment processor credentials, we will additionally recommend that affected users immediately rotate their API keys and contact their payment processor.

This notification commitment does not apply to breaches of third-party services (e.g., your payment processor, business software platform, or email provider) that are not within our control.

18. Modifications to Terms

We may update these Terms from time to time. When we do, we will:

• Update the "Last updated" date at the top of this page.
• Increment the version number associated with your account.
• Notify you of material changes via email or an in-console notification.

Your continued use of the Service after the effective date of updated Terms constitutes acceptance of the new Terms. If you do not agree with the updated Terms, you must stop using the Service and terminate your account.

19. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions.

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. If good-faith negotiation does not resolve the dispute within that period, the dispute shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in English.

You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against VPayment Solutions LLC.

Notwithstanding the foregoing, nothing in this Section limits any rights you may have under applicable consumer protection or data privacy laws in your jurisdiction of residence, including but not limited to the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and equivalent state privacy statutes.

20. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Any attempted assignment without consent shall be void.

We may assign our rights and obligations under these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets, with written notice to you. Upon such assignment, the assignee shall assume all of our obligations under these Terms.

21. General Provisions

21.1 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

21.2 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and VPayment Solutions LLC with respect to the Service, and supersede all prior agreements, understandings, and communications, whether written or oral. ISO and agent users who execute a separate ISO/Agent Agreement shall be governed by that agreement to the extent it conflicts with these Terms, as provided in Section 4.5.

21.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of VPayment Solutions LLC.

21.4 Notices

All notices under these Terms shall be in writing and delivered via email to the addresses on file. Notices to us should be sent to aashil@shopconnectpro.com. Notices to you will be sent to the email address associated with your account.

22. Contact Information

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

• Company: VPayment Solutions LLC
• Email: aashil@shopconnectpro.com
• Website: vpfinancialsolutions.com