Merchant Agreement
Effective: May 20, 2025
By using any services, software, or hardware provided by Sapphire Payment Solution (“Sapphire”), or by signing an Order Form or Master Services Agreement that references this Merchant Agreement, you (“Merchant”) agree to comply with all applicable terms and conditions. This includes the Sapphire Merchant Agreement, any Order Forms, the Master Services Agreement (if applicable), Payment Processing Terms, Privacy Policy, End User License Agreement, Data Processing Addendum, and other relevant policies (collectively, the “Additional Terms”). If you accept this Agreement on behalf of a Merchant, you confirm that you are authorized to do so. If you lack such authority or do not agree to these terms, you must not use any Sapphire services.
This Agreement includes a binding arbitration clause. Except in limited cases, you agree to resolve any disputes with Sapphire through final and binding arbitration, not in court. You may only bring claims against Sapphire in your individual capacity, not as part of a class or collective action. Relief (monetary, injunctive, or declaratory) may only be sought on an individual basis. References to Sapphire may include its bank partners or payment processors where applicable.
1. Scope
This Agreement governs the Merchant’s access to and use of the Services, Hardware, and Professional Services provided by Sapphire Payment Solution as outlined in the applicable Order. These Services may include, but are not limited to: (a) mobile and web applications enabling the Merchant’s staff and customers to place orders and process payments; (b) payment processing and the transfer of net sales proceeds to the Merchant’s designated bank account; (c) sales and activity reporting tools; and (d) support in managing customer inquiries related to payments or order placement—all under the Merchant’s Sapphire account.
2. Right to Use the Services
Subject to the Merchant’s continued compliance with this Agreement, Sapphire Payment Solution grants the Merchant a limited, non-exclusive, non-transferable, non-sub-licensable, and revocable license to allow its employees to access and use the Services solely for the Merchant’s internal business operations during the term of this Agreement.
The Services are provided under license—not sold—and the Merchant acknowledges that no ownership or rights beyond the scope and duration defined in this Agreement are being transferred. This license does not permit the Merchant or any third party to copy, modify, enhance, transfer, or disclose the Services or any confidential information or intellectual property of Sapphire to others.
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3. Implementation and Professional Services
If you purchase Professional Services, you must promptly give Sapphire Payment Solution ("SPS") the information, resources, and cooperation needed for setup and training.
All dates we provide are estimates that depend on your timely help. SPS is not liable for delays caused by your inaction and may end the agreement with five (5) days’ written notice if those delays create a breach.
4. Usage Restrictions
4.1 Prohibited Activities
4.2 Merchant Representations
4.3 Use Limited to Your Own Business
4.4 Onboarding and Approval
4.5 Information Requests and Inspections
4.6 Serv4ice Maintenance
4.7 Approved Devices and Connectivity
4.8 Customer Communications
4.9 Community Guidelines
4.10 Software Licenses for Hardware
5. Ownership of Data and Intellectual Property
5.1 Intellectual Property
5.2 Merchant Data License
5.3 Customer Data Responsibilities
5.4 Anonymized and Aggregated Data
5.5 Marketing Use of Merchant Marks
5.6 Compliance with Network Brand Use
6. Billing and Payment
6.1 General Payment Terms
6.2 Fee Adjustments and Notifications
6.3 Invoices and Late Fees
6.4 Taxes
6.5 Tax Reporting Obligations
6.6 Financing Conditions
6.7 Pay-as-You-Go Terms
6.8 Authorized Payment Methods
7. Payment Processing
7.1 Reference to Payment Terms
8. Term and Termination; Suspension; Survival
8.1 Agreement Term and Renewal
8.2 Suspension or Termination by SPS
8.3 Termination for Material Breach
8.4 Early Termination Fee
8.5 Post-Termination Obligations and Data Access
9. Representations; Disclaimer of Warranties
9.1 Authority and Accuracy
9.2 Limited Warranty
9.3 Warranty Limitations and Third-Party Products
9.4 General Disclaimer
10. Limitation of Liability
10.1 Exclusion of Damages
10.2 Liability Cap
11. Indemnification
11.1 Merchant Responsibility
12. Confidential Information
12.1 Confidentiality Obligations
12.2 Permitted Disclosures
13. Data Privacy & Security
13.1 Data Processing Addendum
13.2 SPS as Processor
13.3 Security Controls
13.4 Security Incident Response
13.5 Right to Audit
14. Notices
14.1 Notices to Merchant
14.2 Notices to SPS
15. Force Majeure
Neither party will be liable for delays or failures in performance caused by events beyond their control such as natural disasters, war, terrorism, pandemics, or internet outages. Obligations resume once the event ends.