1. Acceptance of Terms

www.merchro.com and the associated software, systems and services, including the Merchro Activity Feed, Merchro Insights, Merchro Pay, Merchro Splits, Merchro Invoices, and Merchro Manager services (collectively, the “Merchro Services”). You should read all the Terms carefully.

By using the Merchro Services, You agree to these Terms and any policies referenced herein (“Policies”), including limit Merchro’s liability, and terms that require resolution of disputes by arbitration. You also agree to any additional terms specific to the particular Merchro Services You use (“Additional Terms”), which become part of these Terms.

Only businesses (including sole proprietors) located in are eligible to use the Merchro Services. You acknowledge and agree that You will not use the Merchro Services for any personal, family, or household purposes. You represent to us that You have authority to bind Your business or entity to these Terms, and that Your business accepts these Terms.You acknowledge and agree that Your use of the Merchro Services with any third party You have independently engaged is done solely at the User's own discretion and pursuant to the User's own terms/conditions with such party. You acknowledge and agree that Merchro is not otherwise liable for such third parties' compliance with any applicable laws and regulations with respect to the services offered directly to Users.These Terms of Service (“Terms”) are a legal agreement between You (“You” or “User”) and Merchro Money, Inc. (“Merchro”) governing Your use of Your individual account with Merchro (“Merchro Account”), Your use of our website located at

2. Merchro Payment Service Providers

You understand that Merchro partners with certain third parties that Merchro utilizes in connection with provision of payment services (“Payment Service Providers”). These Payment Service Providers provide various services, including processing, collecting, holding, sending, and receiving Payments on Your behalf to designated Recipients. All payments services in connection with the Merchro Services are performed by Merchro’s Payment Service Providers. The following terms and conditions of Merchro’s Payment Service Providers (“Payment Service Provider Terms”), as amended from time to time by such Payment Service Provider, apply to Your use of the Merchro Services, and are incorporated by reference into these Terms:
a. Stripe Connected Account Agreement, available here: https://stripe.com/connect-account/legal
‍b. Stripe Services Agreement – United States, available here: https://stripe.com/ssa
c. Stripe Global Privacy Policy – Worldwide, available here: https://stripe.com/privacy‍
‍d. Plaid End User Privacy Policy, available here: https://plaid.com/legal/#end-user-privacy-policy
‍e. Plaid End User Services Agreement – United States, available here:
https://plaid.com/legal/#end-user-services-agreement-us

3. Amendments and Notices

You agree that Merchro may update these Terms at any time without notice as we deem necessary by posting the revised version on our website (“Merchro Website”) or communicating it to You through the Merchro Services. The amended Terms will be effective as of the time posted. Your continued use of the Merchro Services constitutes Your acceptance of the amended Terms.You agree that we may communicate with You electronically with respect to important information regarding the Merchro Services or Your Merchro Account. We may also provide notices to You by posting them on the Merchro Website, or by sending them to the email address linked to Your Merchro Account. Merchro Website and email notices shall be considered received by You within 24 hours of the time posted or sent.Except as otherwise stated, You must send notices to Merchro at the following email address: hello@merchro.com.

4. Your Merchro Account

In order to use the Merchro Services, You must create a Merchro Account. To do so, You must be a Nigerian citizen, must be over the age of 13. If You are not at least 18 years old, but You are 13 years old or older, You must have an eligible representative (“Eligible Representative”) who will agree to these Terms and any Payment Service Provider’s Terms on Your behalf. Your Eligible Representative must be Your parent or legal guardian. If You are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, Your Eligible Representative must either obtain the consent of Your board or of an authorized officer. Any such approving board, authorized officer, parent, or legal guardian is responsible to Merchro and/or Merchro’s Payment Service Provider and is legally bound to these Terms as if the Eligible Representative had agreed to the Terms itself.

You may not use the Merchro Services if you are under 13 years of age. In order to establish Your Merchro Account, Merchro will ask You for information, which may include but is not limited to, Your name, date of birth, phone number, Your business EIN (if applicable), and other personal information.

You may also be required to (i) verify Your phone number; (ii) link Your Google or Apple account; or (ii) link Your bank account (“Your Bank Account”). In order to link Your Bank Account, You will be required to verify Your Bank Account by providing additional information, as discussed below. Certain Merchro Services may only be available to You after You have linked Your Bank Account.

You acknowledge that Merchro, directly or through its Payment Service Providers, may collect additional information and make inquiries as necessary to verify Your identity. This may include asking or requiring You to take steps to confirm information and verifying Your information against third party databases or through other sources. Merchro and its Payment Service Providers reserve the right to deny Your use of the Services or to limit Your use of Your Merchro Account.

You must provide accurate and complete information in response to verification questions, and You must keep all of Your information current.

You are fully responsible for ensuring that Your Google or email password and Your Bank Account information are updated at all times.You are solely responsible for safeguarding Your Merchro Account and for all activity that occurs under Your Merchro Account, including for any actions taken by persons to whom You have granted access to the Merchro Account. We reserve the right to change, suspend or terminate Your Merchro Account if You provide inaccurate, untrue, or incomplete information, or fail to comply with the registration requirements.

5. Merchro Services

a. Merchro Activity Feed
Merchro Activity Feed enables You to see a selection of Your recent activity on the Merchro platform. This includes Payments you’ve received, Splits you are participating in, have created, or that have seen revenue, Invoices you have sent or that have been paid, or new manager / client relationships that have been created on Merchro.You understand that this is intended to be an incomplete summary of the activity presented as-is and without any representations or warranties which may not completely correspond with specific funds flow into and out of Your Bank Account(s) due to funds transfer timing or issues arising from Know Your Customer (KYC) or other restrictions that your Bank or that the Payment Service Providers impose.

b. Merchro Insights
Merchro Insights enables You to view aggregated data, including revenue You have earned (“Your Revenue”) from each of Your linked platforms (each, a “Platform”). You are solely responsible for linking Your account with each designated Platform (“Your Platform Account”) to Your Merchro Account, including completing the necessary verification processes in order to verify Your Platform Account.You are fully responsible for linking Your Bank Account(s) to Your Merchro Account for purposes of viewing Your Revenue or Estimated Taxes through the Merchro Insights service. Merchro may use Payment Services Providers for purposes of verifying and receiving data in connection with the Merchro Insights service.You understand that any Estimated Taxes reflected in Merchro Insights are just estimates that Merchro has aggregated for Your convenience based on information collected through Your Platform Account and Your Bank Account. It is Your responsibility to determine what, if any, taxes apply to Your Revenue or any Payments (as defined below) that You may receive through the Merchro Services. It is solely Your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority. Merchro is not responsible for determining whether any taxes apply to You, or for calculating, collecting, reporting or remitting taxes arising from services that You provide in connection with any Platforms.

c. Merchro Pay
Merchro Pay enables You to (i) send funds (“Payments”) to other Merchro Users such as co-collaborators or vendors (“Recipients”); and (ii) receive Payments from other Merchro Users. All payments services in connection with the Merchro Pay Services are performed by Merchro’s Payment Service Providers pursuant to the Payment Service Provider Terms directly between You and the relevant Payment Service Provider.

i. Sending Payments Using Merchro Pay
‍You understand that all Recipients to whom You send Payments using Merchro Pay must be registered as Merchro Users.You are fully responsible for all Payments that You send to Recipients through Your Merchro Account. In order to send Payments to Recipients through Merchro, You must provide all information regarding the Recipient as required by Merchro’s Payment Service Provider pursuant to the applicable Payment Service Provider Terms.Payments may only be made to verified Recipients with Nigerian Bank Accounts. Merchro and/or its Payment Service Provider may, in its sole discretion, impose limits on the size, frequency, and timing of Payments sent through the Merchro Pay service, on a per transaction or a cumulative basis, and change those limits at any time.You are responsible for ensuring that You have submitted Your Payment to the correct Recipient.

Your ability to send Payments will depend on Your accurate and complete provision of all information requested by Merchro and/or its Payment Service Provider. Neither Merchro nor its Payment Service Provider will have liability for losses or damages due to Your provision of inaccurate or incomplete Payment information.Each Recipient will be responsible for ensuring acceptance of Your Payment (i.e., “claiming” Your Payment) through the Recipient’s Merchro Account. Recipients that have existing Merchro Accounts, have otherwise been verified, and have received Payments from You previously may not be required to claim Your Payment for each subsequent Payment You make to such Recipient.

Payments sent may be initially held in a Merchro Wallet for the Recipient to claim in order to facilitate payment speed and onboarding. Recipients will be able to claim funds stored in their wallet provided they create a fully onboarded Merchro Account in good standing and there are no outstanding issues transferring funds to their Bank Account. Funds in the Merchro Wallet represent an unsecured claim against us, and are not eligible or protected by Federal Deposit Insurance Corporation (“FDIC”) insurance. Merchro is not a bank and does not take deposits nor does it pay interest on funds held within the Merchro Wallet.You acknowledge that, with respect to a

Payment that is later invalidated for any reason, including but not limited to fraud or restrictions imposed by regulators, You may be liable to Merchro or to its Payment Service Provider for the full amount of the Payment and Merchro or its Payment Service Provider may recover the amount of the Payment (plus any fees) from You. Merchro or the Payment Service Provider may recover the amount of the Payment from either the sender or the Recipient of an invalidated Payment in its discretion (subject to applicable law), including holding You liable for a Payment for which there were lack of funds or a dispute.

‍ii. Receiving Payments Using Merchro Pay
‍If You are a Recipient of a Payment from another Merchro User, You understand that in order to receive Your Payment, You must (i) have a validated Merchro Account; and (ii) accepted the Payment. You also understand that funds may be held in a Merchro Wallet as a means of facilitating funds transfer speed and managing issues involved with transferring funds to your Bank Account. Funds in the Merchro Wallet represent an unsecured claim against us, and are not eligible or protected by Federal Deposit Insurance Corporation (“FDIC”) insurance. Merchro is not a bank and does not take deposits nor does it pay interest on funds held within the Merchro Wallet.You are fully responsible for ensuring that You have provided accurate and updated information in order to receive Payments through Merchro.

Your ability to receive Payments will depend on Your accurate and complete provision of all information requested by Merchro and/or its Payment Service Provider. Neither Merchro nor its Payment Service Provider will have liability for losses or damages due to Your provision of inaccurate or incomplete Payment information.

You acknowledge that, with respect to a Payment that is later invalidated for any reason, including but not limited to fraud or restrictions imposed by regulators, You may be liable to Merchro or to its Payment Service Provider for the full amount of the Payment and Merchro or its Payment Service Provider may recover the amount of the Payment (plus any fees) from You. Merchro or the Payment Service Provider may recover the amount of the Payment from either the sender or the Recipient of an invalidated Payment in its discretion (subject to applicable law), including reversing a Received Payment from Your Bank Account to cover the liability for an invalidated Payment from another Merchro User.

‍‍d. Merchro Splits
Merchro Splits enables You to automatically split Payments (“Splits”) from Your Revenue with other Merchro Users on a recurring basis.You understand that by initiating a Split with a designated Recipient, a portion of Your Revenue (“Split Portion”) that is received into Your Bank Account from each Platform that You have designated will be automatically debited from Your Bank Account and remitted to Your designated Recipient. You also understand that funds may be held in a Merchro Wallet as a means of facilitating funds transfer speed and managing issues involved with transferring funds to your Bank Account. Funds in the Merchro Wallet represent an unsecured claim against us, and are not eligible or protected by Federal Deposit Insurance Corporation (“FDIC”) insurance. Merchro is not a bank and does not take deposits nor does it pay interest on funds held within the Merchro Wallet. By using the Merchro Split Service, You expressly authorize Merchro (via its Payment Service Provider)to deduct the Split Portion from Your Bank Account on a recurring and pre-authorized basis, and to send the Split Portion, minus any fees assessed by Merchro or its Payment Service Provider (“Split Fees”) to the Recipient You have designated for such Split. In order to initiate a Split, You may need to invite your designated Recipient to establish a Merchro Account. All payments services in connection with the Merchro Split Services are performed by Merchro’s Payment Service Providers pursuant to the Payment Service Provider Terms directly between You and the relevant Payment Service Provider.

‍You understand that Merchro can only process a Split after funds in connection with Your Revenue have been received into Your Bank Account from the relevant Platform (“Funding Date”). Merchro is not liable for losses or damages if a Split is not processed because Your Revenue from Your Platform Account was not deposited into Your Bank Account on the Funding Date.All terms and conditions above related to sending and receiving Payments through Merchro Pay will continue to apply to all Splits.You maybe able to cancel a pending Split at least one day prior to the Funding Date by requesting such cancellation through Your Merchro Account.If You would like to request a cancellation or refund of a Split following the Funding Date, You may contact Merchro at support@Merchro.com. Merchro’s ability to cancel Your Split or provide You with a refund may depend on various factors, including whether Your Payment is a Pending Payment or a Received Payment. Merchro will attempt to work with its Payment Service Providers in order to resolve and refund Your Split, but cannot guarantee any such resolution or refund. Merchro may charge a fee in connection with any such request made by You.‍e. Merchro InvoicesMerchro Invoices allow You to send invoices (“Invoice”), collect and track Payments on such Invoices, and create Splits on the payments received on those invoices.Merchro provides a dashboard by which you can view your Invoices (and Invoices sent on your behalf or that you sent on behalf of someone else). All payments services in connection with Merchro Invoices service are performed by Merchro’s Payment Service Providers pursuant to the Payment Service Provider Terms directly between You and the relevant Payment Service Provider.

‍You acknowledge that Merchro is under no obligation to ensure collection of your Invoice, and is not responsible for any unpaid Invoices. You also understand that Invoices which are paid not using the payment methods presented on the Invoice page (for example, if the recipient pays You on the invoice in cash, by check, or through a non-Merchro service like Venmo or PayPal) cannot be tracked automatically or Split by Merchro. Merchro ManagerMerchro Manager services allow Merchro users to designate a third party to manage their Merchro Account and setup Splits and Invoices on their behalf (such third party, a “Manager”, and the designating user, a “Client”). Managers will be able to (i) invite Clients to Merchro; (ii) have knowledge about whether or not a given Clients’ bank accounts (if applicable) are properly linked to Merchro; (iii) setup and cancel Splits on their Clients’ behalf pursuant to these Terms, and (iv) create and send Invoices on their Clients’ behalf pursuant to these Terms. Clients and Managers can revoke the Manager’s privileges at any time.

Merchro Profiles
‍Merchro Profiles enable Users to share information about their background, online presence on social media, and past work with the public. At a User’s request, and for platforms Merchro supports, Merchro lets Users request verification for past work from another party that may own the work output or its presentation online. Merchro Profiles also lets Users edit and update their shared information.Merchro Profiles also enables online content platform channel owners to claim ownership over online content through the use of platform APIs for supported platforms. This allows the channel owner to build a record of their past work as well as verify claims for past work on those channels and recognize the work of other Merchro users.By using Merchro Profiles, You acknowledge that all information on Merchro Profiles are provided by Users or the platforms themselves and that Merchro makes no representations or warranties on the accuracy of the information presented.Merchro also makes no representations or warranties that attempts to verify past work will be reciprocated by other parties.

6. General Terms

a. Suspension or Termination
Merchro may, in its sole discretion, suspend or terminate these Terms and/or Your Merchro Account and Your use of the Merchro Services at any time for any reason. Such suspension or termination does not relieve You of any of Your obligations under these Terms.

b. Compliance with Governmental Authorities
Merchro or its Payment Service Provider may freeze, withhold, or remit funds in Your Bank Account in response to a facially valid subpoena, court order, search warrant, or other binding order from a governmental authority, including but not limited to tax levies or wage garnishment orders.

c. Fees
You acknowledge that Merchro may charge additional fees in connection with Your Use of the Merchro Services. Merchro will always disclose all such fees to You prior to charging them.

d. Disputes
In the event of any dispute, including, without limitation, in the event that You receive a Payment in connection with Merchro Pay, a Split or Payment on an Invoice, and such Payment is later disputed by a User or Brand, Merchro and/or its Payment Service Provider, reserves the right to debit Your Bank Account for the disputed amount.

e. Third Party Services
The Merchro Services may enable You to connect to third-party services or products, including services and products provided by Merchro’s Payment Service Providers (“Third Party Services”). If You decide to use Third Party Services, You will be responsible for reviewing and understanding the terms and conditions for such services. Merchro is not responsible or liable for the performance of any Third Party Services. Further, You agree to resolve any disagreement between You and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship. The Merchro Services may contain links to third party websites. The inclusion of a link to a third party website does not imply an approval, endorsement, or recommendation by Merchro. Such third party websites are not governed by these Terms.

f. Indemnification
You agree to indemnify Merchro for all actions related to Your use of the Merchro Services. You agree to defend, indemnify and hold Merchro harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of Your breach of these Terms, Your improper use of the Merchro Services, Your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom You grant permissions to use Your Merchro Account or access to the Merchro Services on Your behalf.

g. Limitation of Liability
In no event shall Merchro be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with the Merchro Website, software, or systems operated by Merchro or on Merchro’s behalf, any of the Merchro Services, or these Terms (however arising, including negligence), unless and to the extent prohibited by law. Merchro’s liability to You or any third parties in any circumstance is limited to the actual amount of direct damages incurred. In addition, to the extent permitted by applicable law, Merchro is not liable, and You agree not to hold Merchro responsible, for any damages or losses(including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (i) Your use of, or Your inability to use, the Merchro Website, software, and systems operated by Merchro or on Merchro’s behalf, or any of the Merchro Services; (ii) delays or disruptions in the Merchro Website, software, or systems operated by Merchro or on Merchro’s behalf and any of the Merchro services; (iii) viruses or other malicious software obtained by accessing the Merchro Website, software, or systems operated by Merchro or on Merchro’s behalf or any of the Merchro Services; (iv) the content, actions, or inactions of third parties; or (v) a suspension or other action taken with respect to Your Merchro Account.

h. DISCLAIMER OF WARRANTIES
THE Merchro SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION,WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. MerchroSPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.Merchro IS NOT RESPONSIBLE FOR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THESETERMS AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANYPRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, Merchro, A PAYMENT SERVICEPROVIDER, OR ANY OTHER THIRD PARTY.

i. Customer Service
Unless otherwise stated in these Terms, any customer service inquiries, complaints and requests should be sent to support@Merchro.com.

j. Taxes
You acknowledge that Merchro may report the total amount of payments You receive each calendar year as required by applicable law. Merchro may also electronically send you tax-related information (including, when you provide us your tax identification number, a Form 1099-K).

k. Arbitration
You and Merchro agree that any and all disputes, claims and controversies will be resolved exclusively and finally by binding arbitration administered by a single arbitrator administered by the American Arbitration Association (“AAA”)under the AAA’s Commercial Arbitration Rules. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOURCASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTIONAGAINST Merchro. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. In accordance with the AAA Rules, the party initiating the arbitration(either You or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to You and Merchro also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Merchro Services. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

l. Governing Law
These Terms and any dispute will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.

m. Force Majeure
Merchro shall not be liable for any issues or delayed performance caused by circumstances beyond Merchro’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.

n. Assignment
You may not transfer or assign any rights or obligations you have under these Terms without Merchro’s prior written consent. Merchro reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.

o. Severability
If any provision of these Terms is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

p. No Waiver
If Merchro fails or delays in exercising any right, power or remedy or to take action against any breaches of these Terms, it does not mean that it waives its right at a later time to enforce the same.

Security

We follow generally accepted industry standards and maintain reasonable safeguards designed to secure the information in our possession, and take steps to ensure only those at Merchro with a legitimate business need to access your personal information are permitted to do so. We also take reasonable steps to assure that third parties to whom we transfer information will provide protections appropriate to that type of information. If you have created an account with us, you are responsible for keeping confidential any usernames and passwords you use to access our Services. Do not to share this password with anyone else and not to use this password for other services or products.

If you have reason to believe that your personal information is no longer secure, please immediately contact us as set forth below in the “Contact Us” section.

Terms & Services