Payment Terms & Conditions

All payments will be processed on the date the first checkout lane is active and will remain on the same date each month thereafter.

All payments will be processed through auto ACH from the bank account details provided in the Verve Merchant Form.

In the event of denial of any auto ACH transaction, an additional $50 penalty will be charged on the following ACH.

If the software auto ACH is not received within 15 days of the Date of Charge, ICMS will stop completely, app access will stop completely, and POS software may stop working or begin glitching due to unpaid cloud fees, which the company will not bear for the client.

Term and Termination:

The initial term of this Agreement is four (4) years from the effective date ("Initial Term").

To cancel this Agreement, either party must notify the other party in writing no later than thirty (30) days before the end of the current term. Notification of cancellation should be sent to info@vervebot.io.

Vervebot, LLC. may cancel this Agreement for any reason by providing the Client with seven (7) days' notice via email.

Early Termination Fee: In the event of early termination of this Agreement by Client, Client agrees to pay an Early Termination Fee ("ETF") to Vervebot, LLC. The ETF shall be $1000 plus the greater of the following amounts:

• The average net monthly processing fees charged to the Client for the previous twelve (12) months (or such shorter period if the Client has processed for less than 12 months) multiplied by the remaining months of this Agreement.
• The minimum monthly fee multiplied by the remaining months of this Agreement.

Equipment Return: If at any time Vervebot, LLC. requests the return of equipment, the Client must return the requested equipment in fully functioning condition as provided by Vervebot, LLC. within five (5) business days of the request.

Recovery of Equipment Cost: Client assumes full responsibility for paying the original cost of any equipment provided by Vervebot, LLC. in the following circumstances:

i) Client terminates the Agreement upon 30 days written notice before the Agreement period.
ii) The average monthly credit card processing volume is continuously lower for three full months than quoted at the signing of the Client Agreement/free equipment agreement.
iii) If card processing is not activated within 30 days of receipt of the equipment.

ACH Authorization: Client authorizes Vervebot, LLC. and/or its affiliates to initiate ACH/electronic debits to Client's authorized bank account ("Authorized Account") or as otherwise authorized in writing. Client agrees that the ACH transactions comply with all applicable laws.

Inactivity Fee: For any Client account under the electronic payment processing agreement for which this Agreement applies that does not process any transactions for thirty (30) consecutive days, the Client shall be responsible for an inactivity fee of $125.00. Vervebot, LLC. or its affiliates will assess this fee on the monthly processing statement or by a direct ACH debit transaction until the Client resumes processing the required transactions.

Pricing Policy: All payments will be taken in advance and monthly subscriptions will be auto debited until the Client cancels the contract 30 days before the billing date.

Effect of Termination: Upon any termination, Vervebot, LLC. shall also have the right to collect from the Client any fees that were waived including, but not limited to, the Application Fee, File Build Fee, Programming Fee, and Installation Fee. Client also agrees to pay any collection costs or attorney's fees associated with any amount due to Vervebot, LLC. or its assigns.

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Nassau County and the State of New York. Any dispute arising out of this Agreement shall be resolved through arbitration in the company's city and state.

Arbitration: All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of California. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award because of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in this industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.