Brand Agreement Payment Services Terms (US)

SECTION 1: GENERAL PROVISIONS

1.1 Incorporation and Scope

These Payment Services Terms are hereby incorporated into and made a part of the Hapana Customer General Terms and Conditions (https://hapana.com/legal/brand-agreement-terms-and-conditions-us) (the "General Terms") if any Payment Services are provided to Customer or any Location under an SOW and/or the General Terms and continue until termination of the Payment Services in accordance with these Payment Services Terms. Any term not otherwise defined herein has the definition set forth in the General Terms.

1.2 Definitions

In these Payment Services Terms:

"Activity" means any action submitted by or on behalf of Customer or any Location using the Payment Services, including any communication of data or information about Transactions (including any charges or fees), refunds, adjustments, the handling of disputes (including chargebacks) or other relevant features of the Payment Services;

"Stripe" means: (i) if Customer or any Location is located in Australia, Stripe Payments Australia Pty Ltd (ACN 160 180 343); and/or (ii) if Customer or any Location is located in the USA, Stripe, Inc.;

"Stripe Privacy Policy" means Stripe's privacy policy, which is referenced and linked in the Stripe Services Agreement and is available at: (i) if Customer or any Location is located in Australia, https://stripe.com/au/privacy; and/or (ii) if Customer or any Location is located in the USA, https://stripe.com/us/privacy;

"Stripe Services Agreement" means Stripe's terms and conditions as follows:

if Customer or any Location is located in Australia: the Stripe Connected Account Agreement available at https://stripe.com/au/legal/connect-account; and/or the Stripe Services Agreement – Australia, which is available at https://stripe.com/au/legal/ssa;
if Customer or any Location is located in the USA: Stripe Connected Account Agreement available at https://stripe.com/legal/connect-account; and the Stripe Services Agreement – United States, which is available at https://stripe.com/legal/ssa;
the Stripe Privacy Policy;
any other terms and conditions that are referenced, or incorporated into, any of the above;
any other terms and conditions that are required by Stripe in connection with using the Payment Services from time to time; and
each as updated by Stripe from time to time.

"Transaction" means any purchase, sale, donation, order or other transaction processed using the Payment Services.

SECTION 2: PAYMENT SURCHARGE COMPLIANCE

2.1 Regulatory Responsibility and Acknowledgment

Customer acknowledges and agrees that:

a) FULL REGULATORY RESPONSIBILITY: Customer bears sole and complete responsibility for compliance with all federal, state, local, and municipal laws, regulations, and ordinances regarding payment surcharges, including but not limited to card network rules, state surcharge prohibitions, consumer protection laws, and disclosure requirements.

b) BLENDED RATE STRUCTURE DISCLOSURE: Customer understands that Hapana receives interchange-plus (IC++) pricing from payment processors but charges Customer blended rates for operational efficiency and risk management. This blended rate structure means:

Actual interchange costs vary significantly by card type, issuer, transaction characteristics, and market conditions
Customer's rate represents a weighted average across all transaction types and includes Hapana's service margin
Hapana earns variable profit margins depending on actual interchange costs incurred
The blended rate may result in Customer paying more or less than actual interchange costs for specific transactions
Customer may not represent blended rates as "exact processing costs," "actual interchange fees," or "cost pass-through" when passed to end customers

c) PROHIBITED REPRESENTATIONS: Customer expressly may not label, describe, or represent fees passed to end customers using any of the following terms or substantially similar language:

"Processing fees" or "exact processing costs"
"Interchange fees" or "actual interchange"
"Cost pass-through" or "exact cost recovery"
"Bank fees" or "card issuer charges"
Any representation suggesting the fee reflects only third-party costs

d) REQUIRED FEE LABELING: When passing fees to end customers, Customer must use appropriate, non-misleading labels such as:

"Payment Processing Service Fee"
"Platform Service Fee"
"Payment Convenience Fee" (where legally permissible)
"Card Payment Service Charge"

2.2 Geographic Compliance Requirements

Customer acknowledges and agrees to comply with the following jurisdictional requirements:

a) PROHIBITED STATES: Surcharging is completely prohibited in the following states, and Customer may not implement any form of payment-related surcharge in these jurisdictions:

Massachusetts
Connecticut
Any other state where subsequently prohibited by law

b) RESTRICTED STATES: The following states permit surcharging but impose strict disclosure and implementation requirements that Customer must comply with:

California (Civil Code Section 1748.1 and Consumer Legal Remedies Act compliance required)
New York (General Business Law Section 518 compliance required)
Florida (disclosure and anti-discrimination requirements)
Texas (disclosure requirements)
Any other state with specific surcharge regulations

c) PERMITTED STATES: In all other states, surcharging is generally permitted subject to federal and card network rules, but Customer must:

Verify current state law before implementation
Comply with all federal consumer protection requirements
Adhere to card network rules and registration requirements
Maintain ongoing compliance monitoring

d) MULTI-STATE OPERATIONS: Customer operating in multiple states must implement jurisdiction-specific compliance measures and may not apply a uniform surcharge policy across all locations without verifying compliance in each jurisdiction.

2.3 Card Network Compliance

Customer acknowledges and agrees that:

a) NETWORK REGISTRATION REQUIREMENTS: If Customer implements credit card surcharges, Customer must:

Register with Visa at least 30 days prior to implementation
Register with Mastercard at least 30 days prior to implementation
Register with any other applicable card networks as required
Provide advance notice to Customer's acquiring bank
Maintain current registrations and comply with any network rule changes

b) SURCHARGE LIMITATIONS: Customer must comply with all network-imposed limitations, including:

Maximum surcharge caps (currently 4% for Visa, 4% for Mastercard)
Prohibition on surcharging debit cards in certain circumstances
Disclosure requirements at point of sale
Receipt printing requirements
Customer opt-out provisions

c) NETWORK RULE CHANGES: Customer acknowledges that card network rules change frequently and agrees to implement required changes within network-specified timeframes.

2.4 Documentation and Audit Requirements

Customer agrees to maintain comprehensive documentation if implementing surcharges, including:

a) COST JUSTIFICATION DOCUMENTATION:

Monthly merchant statements showing actual processing costs
Calculations demonstrating surcharges do not exceed cost of acceptance
Documentation of any blended rate adjustments or averaging methodologies
Records of surcharge rate determinations and periodic reviews

b) COMPLIANCE MONITORING RECORDS:

Copies of all customer-facing surcharge disclosures and signage
Training records for staff on surcharge disclosure requirements
Records of point-of-sale system configurations
Customer complaint logs and resolution records

c) REGULATORY COMPLIANCE FILES:

Card network registration confirmations and correspondence
Legal counsel consultation records and compliance opinions
State and local compliance verification documentation
Audit trail of surcharge implementation and modifications

d) HAPANA ACCESS RIGHTS: Customer must provide all documentation referenced above to Hapana within 10 business days of written request and permit Hapana to audit Customer's surcharge practices upon reasonable notice.

2.5 Disclosure and Implementation Requirements

Customer agrees that any surcharge implementation must include:

a) POINT-OF-SALE DISCLOSURE:

Clear, conspicuous signage visible before payment initiation
Specific surcharge rates for each card type
Availability of non-surcharged payment alternatives
Contact information for customer inquiries

b) TRANSACTION-LEVEL DISCLOSURE:

Real-time disclosure of surcharge amount before payment completion
Clear itemization on customer receipts
Ability for customer to cancel transaction after seeing surcharge

c) ONLINE DISCLOSURE (if applicable):

Prominent disclosure during checkout process
Surcharge amount shown before final payment authorization
Clear cancellation options for customers

2.6 Legal Counsel and Professional Consultation

Customer agrees to:

a) MANDATORY LEGAL CONSULTATION: Consult with qualified legal counsel experienced in payment card regulations before implementing any surcharge program and obtain written legal opinion on compliance strategy.

b) ONGOING LEGAL REVIEW: Obtain legal review of all customer-facing surcharge disclosures, signage, and implementation procedures before deployment.

c) REGULATORY UPDATE MONITORING: Maintain ongoing monitoring of applicable surcharge regulations through legal counsel or qualified compliance professional.

d) DOCUMENTATION OF CONSULTATION: Provide evidence of legal consultation to Hapana upon request.

2.7 Compliance Monitoring and Enforcement

Customer acknowledges and agrees that Hapana reserves the right to:

a) MONITORING ACTIVITIES:

Monitor Customer's surcharging practices for regulatory compliance
Review Customer's surcharge disclosures and implementation procedures
Conduct periodic compliance audits and assessments
Monitor for card network violations or regulatory complaints

b) ENFORCEMENT ACTIONS:

Require immediate cessation of non-compliant surcharging practices
Implement technical controls to prevent prohibited surcharging
Suspend payment processing services pending compliance resolution
Adjust fee structures to ensure compliance with changing regulations
Report violations to card networks or regulatory authorities as required

c) COMPLIANCE ASSISTANCE:

Provide guidance on regulatory best practices (without creating legal advice relationship)
Notify Customer of significant regulatory changes affecting surcharge compliance
Offer technical solutions to support compliant surcharge implementation

2.8 Regulatory Change Adaptation

Customer acknowledges that payment regulations are subject to frequent change and agrees that:

a) AGREEMENT MODIFICATIONS: This Agreement may be modified by Hapana to ensure ongoing compliance with changing regulations, and Customer agrees to accept such modifications as condition of continued service.

b) IMPLEMENTATION REQUIREMENTS: Customer will implement all required compliance changes within timeframes specified by Hapana, card networks, or regulatory authorities.

c) SYSTEM MODIFICATIONS: Customer bears all costs associated with compliance system modifications, including but not limited to point-of-sale system updates, staff training, and signage changes.

d) SERVICE SUSPENSION: Failure to implement required regulatory changes may result in immediate suspension of payment processing services.

2.9 Quarterly Compliance Certification

Customer agrees to provide quarterly written certification to Hapana confirming:

a) Ongoing compliance with all applicable surcharge regulationsb) Maintenance of required documentation and recordsc) Current status of card network registrationsd) Any regulatory inquiries, investigations, or violationse) Changes to surcharge practices or fee structures

2.10 Immediate Termination Rights

Hapana may immediately terminate this Agreement without notice or cure period if:

a) PROHIBITED JURISDICTION VIOLATIONS: Customer implements surcharges in jurisdictions where prohibited by law

b) MISREPRESENTATION: Customer makes false, misleading, or prohibited representations about fee structures to end customers

c) NETWORK VIOLATIONS: Customer fails to register with card networks as required or violates network rules

d) REGULATORY PENALTIES: Customer's surcharging practices result in fines, penalties, or sanctions against Hapana

e) DOCUMENTATION FAILURES: Customer fails to maintain required compliance documentation or provide requested documentation to Hapana

f) LEGAL VIOLATIONS: Customer's surcharging practices violate any applicable federal, state, or local law

2.11 Risk Assumption and Release

Customer expressly assumes all risks associated with surcharge implementation and agrees that:

a) Hapana provides no warranties regarding the legality or compliance of Customer's surcharge practicesb) Customer's surcharge decisions are made independently and at Customer's sole riskc) Hapana bears no responsibility for Customer's compliance failures or resulting penaltiesd) Customer releases Hapana from any claims arising from Customer's surcharge implementation

2.12 Fee Absorption and Partial Pass-Through Options

Customer acknowledges the following compliance strategies:

a) FEE ABSORPTION STRATEGY: Customer may choose to absorb 100% of platform fees without passing any charges to end customers, which eliminates all surcharge compliance requirements and associated risks.

b) PARTIAL FEE PASS-THROUGH: Customer may pass reduced fee rates (below actual platform costs) to end customers, subject to:

Full compliance with all surcharge regulations if implemented
Proper labeling as service fees rather than cost pass-through
Documentation of business justification for rate selection
Ongoing monitoring of compliance requirements

SECTION 3: PROVISION OF PAYMENT SERVICES

3.1 Service Arrangement

a) Hapana reserves the right to change the provider of the Payment Services and these Payment Services Terms at any time in its sole discretion, subject to the terms and conditions of its agreement with the provider of the Payment Services.

b) Subject to Customer's compliance in full with the terms of the Agreement, including these Payment Services Terms, Hapana agrees to arrange for the provision of the Payment Services by Stripe on the terms and conditions of the Agreement, including these Payment Services Terms, and the Stripe Services Agreement.

c) Customer and each Location acknowledges and agrees that, notwithstanding any provision in the Agreement to the contrary:

the Payment Services are provided directly by Stripe and its related bodies corporate via an integration through the Online Delivery Platform and that Hapana's only obligations with respect to the Payment Services under the Agreement are (1) to maintain an agreement with Stripe to allow Stripe to provide the Payment Services in accordance with the Agreement (including these Payment Services Terms) and the Stripe Services Agreement and (2) maintain such integration;
Hapana is not providing the Payment Services to Customer or any Location;
Customer and each Location have a direct contractual relationship with Stripe with respect to the Payment Services;
Hapana is not a party to the Stripe Services Agreement; and
Hapana does not provide any warranties, representations or guarantees, and has no liability to Customer or any Location, with respect to: (1) the provision of the Payment Services; (2) Stripe, its obligations or the performance of the Stripe Services Agreement; or (3) the security or integrity of any data or information (including Customer Data) that is provided to Stripe by Hapana or by Customer or any Location.

d) Customer and each Location acknowledges and agrees that Customer's and any Location's receipt and use of the Payment Services will be subject to these Payment Services Terms and the terms and conditions of the Stripe Services Agreement and Customer and each Location must comply (at their own cost) with these Payment Services Terms and the terms and conditions of the Stripe Services Agreement. Customer further acknowledges that it has reviewed these Payment Services Terms and the Stripe Services Agreement.

e) Customer represents and warrants that the person that has signed the Agreement on behalf of Customer is of suitable age and is authorized to bind Customer.

f) Customer must ensure and procure that each Location is aware of, has reviewed and agrees to comply with and be bound by, these Payment Services Terms and the terms and conditions of the Stripe Services Agreement (including that Stripe is directly providing the Payment Services) prior to receiving or using the Payment Services. Customer must have clear evidence of this acknowledgment and agreement from each Location, must provide such evidence to Hapana upon request and must ensure that such acknowledgment and agreement is sufficient under applicable Law (including that any person that authorizes the acknowledgement and agreed on behalf of a Location is of suitable age and is authorized to bind such Location). Customer warrants to Hapana that it has all consents from each Location that are necessary in order for the Payment Services to be provided in accordance with the Agreement (including these Payment Services Terms) and the Stripe Services Agreement, including to allow Hapana or Stripe to deduct any necessary amounts from Transactions processed in relation to such Location and remitting such amounts to Customer, Hapana or Stripe, as applicable.

3.2 Account Setup and Authorization

a) Before using the Payment Services, Customer and each Location must register with Stripe and create an account in accordance with the Stripe Services Agreement.

b) Customer and each Location hereby authorizes and permits Hapana to:

access Customer's and such Location's (respectively) account with Stripe and any data (as necessary to allow Stripe to provide the Payment Services and to allow Hapana to arrange for such provision);
create and manage Transactions with Customer's or such Location's (respectively) clients; and
deduct amounts (for example, fees for using of the Services or fees owed by such Location to Customer) from funds payable to Customer or such Location from Transactions occurring in connection with the Payment Services.

c) Customer and each Location acknowledge and agree that Hapana will continue to have access to Customer's and such Location's account with Stripe and will be authorized to perform any relevant functions described in the Stripe Services Agreement as long as Customer or such Location (respectively) are accessing and/or receiving the Payment Services in connection with the Agreement.

d) Customer and each Location hereby authorize and permit Stripe to share data with Hapana (as necessary to allow Stripe to provide the Payment Services and to allow Hapana to arrange for such provision) and acknowledge and agree that Stripe will continue to be authorized to share such data as long as Customer or such Location (respectively) are accessing and/or receiving the Payment Services in connection with the Agreement.

e) Customer and each Location agree to provide Hapana with all information (including any personal information) requested by Hapana in connection with the Payment Services (including any information requested on behalf of Stripe) and irrevocably and unconditionally consent and agree that Hapana may share such information with Stripe for the purposes of providing the Payment Services. Customer and each Location must ensure that all such information must be accurate and complete. Customer and each Location warrant and represent that it has all necessary permissions, approvals and consents and has all required notices in place to provide any such information.

SECTION 4: FEES FOR PAYMENT SERVICES

4.1 Fee Responsibility and Collection

a) Customer and each Location are responsible for any charges, penalties, chargebacks, fines or other amounts that may arise as a result of or in connection with the receipt and use of the Payment Services by Customer or such Location, including any such amounts imposed or requested by Stripe or any third party. In the event Customer or any Location becomes aware of any such charges, penalties, chargebacks, fines or other amounts, it must immediately notify Hapana in writing. Customer and each Location must indemnify and hold harmless Hapana for any such charges, penalties, chargebacks, fines or other amounts.

b) Customer and each Location hereby authorizes and expressly permits Hapana and/or Stripe to collect any fees (including any fees related to Payment Services) or other amounts owed to Hapana or Stripe under the Agreement or the Stripe Services Agreement directly from (i) any amounts processed; or (ii) any accounts used, by Customer or any Location in the course of utilizing the Payment Services.

c) Customer and each Location acknowledges and agrees that the fees charged by Hapana in connection with the Payment Services includes fees charged by Stripe to Hapana. If Stripe increases its fees in relation to the Payment Services, Hapana may increase the fees payable for the Payment Services accordingly by providing no less than 7 days' written notice to Customer.

4.2 Additional Financial Requirements

a) Hapana may require an owner or principal associated with Customer or any Location to sign a personal guarantee in favor of Hapana or Stripe in relation to the Payment Services, including if required by Stripe.

b) Hapana may require (including if required by Stripe) Customer or any Location to place funds in reserve or to impose conditions on the release of funds in relation to the Payment Services.

c) If a reserve is payable by Customer or any Location, Hapana will provide Customer or the relevant Location with notice of the amount, timing, and conditions upon which the funds in the reserve will be released to Customer or the relevant Location.

d) Customer and each Location represents and warrants to Hapana that any bank account provided by Customer or any Location to Hapana in relation to the Payment Services is located in (i) if Customer or relevant Location is located in Australia, Australia; and/or (ii) if Customer or relevant Location is located in the USA, the USA, and is owned or controlled by Customer or the relevant Location, as applicable.

SECTION 5: COMPREHENSIVE INDEMNIFICATION

5.1 Surcharge-Specific Indemnification

In addition to all other indemnification provisions in the General Terms, Customer specifically and unconditionally agrees to indemnify, defend, and hold harmless Hapana, its affiliates, subsidiaries, officers, directors, employees, agents, and representatives from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys' fees, expert witness fees, court costs, and litigation expenses) arising from, relating to, or in connection with:

a) SURCHARGE IMPLEMENTATION: Customer's implementation, administration, or modification of any surcharge program or fee structure

b) REGULATORY VIOLATIONS: Any violation of federal, state, local, or municipal surcharge laws, regulations, or ordinances by Customer or its agents, employees, or representatives

c) CARD NETWORK VIOLATIONS: Violations of any card network rules, including but not limited to Visa Core Rules, Mastercard Rules, American Express Operating Regulations, or Discover Network Operating Regulations

d) MISREPRESENTATIONS: Any false, misleading, deceptive, or prohibited representations made by Customer regarding fee structures, processing costs, or surcharge justifications

e) CUSTOMER CLAIMS: Claims by Customer's customers, clients, or end users regarding surcharge practices, fee disclosures, or payment processing charges

f) REGULATORY ACTIONS: Any investigation, inquiry, enforcement action, fine, penalty, or sanction imposed by any governmental authority, regulatory agency, or card network arising from Customer's surcharge practices

g) NETWORK PENALTIES: Card network fines, penalties, assessments, or chargebacks resulting from Customer's non-compliance with network surcharge rules

h) THIRD-PARTY CLAIMS: Claims by payment processors, acquiring banks, or other third parties arising from Customer's surcharge-related activities

i) DOCUMENTATION FAILURES: Any liability arising from Customer's failure to maintain adequate compliance documentation or provide required documentation to Hapana

5.2 Payment Services Indemnification

Customer and each Location must indemnify and hold harmless Hapana and Stripe from any loss or claim arising out of:

a) Customer's or any Location's breach of these Payment Service Terms or the Stripe Services Agreement;

b) any dispute between Customer or such Location and Stripe (including any disputes arising from use of Customer's or such Location's data or an Activity by Customer or such Location (respectively) or its employees or agents);

c) any Activity, where initiated by Customer or such Location (including any Transaction, disputes, refunds, reversals, claims, fines associated with such Activity and use of the Payment Services in a manner that is prohibited by the Agreement (including these Payment Services Terms) and the Stripe Services Agreement);

d) any inaccurate or incomplete information provided to Stripe or Hapana as part of the onboarding process. Customer and each Location are directly liable to Hapana and Stripe for any of the foregoing, and either Stripe or Hapana may debit these amounts from Customer's or such Location's (respectively) account with Stripe;

e) any use of the Payment Services in a manner that is illegal or inconsistent with the Agreement (including these Payment Services Terms) and/or the Stripe Services Agreement.

5.3 Survival

All indemnification obligations, documentation requirements, and compliance responsibilities shall survive termination of this Agreement for a period of seven (7) years.

SECTION 6: USE OF PAYMENT SERVICES

6.1 Customer Responsibility

Customer and each Location acknowledge and agree that, as between Hapana, on the one hand, and Customer and any Location, on the other hand, Customer and each Location are solely responsible for:

a) any Activity initiated by or on behalf of Customer or such Location (respectively), using its credentials;

b) providing support to any client of Customer or any Location regarding: (1) a Transaction; and (2) the products, services, support, returns, refunds, and any other matter related to Customer's or any Location's business activities.

6.2 Compliance and Liability

a) Customer and each Location represent and warrant that it will not use or knowingly permit the use of the Payment Services in a manner that is fraudulent, unlawful, deceitful or abusive.

b) Customer and each Location agree that it is responsible and liable for all Activity on its accounts with Stripe (respectively), whether initiated by it or not (including any Transaction, disputes, refunds, reversals, claims, fines associated with such Activity and use of the Payment Services in a manner that is prohibited by the Agreement (including these Payment Services Terms) and the Stripe Services Agreement). Customer and each Location are directly liable to Hapana and Stripe for any of the foregoing, and either Stripe or Hapana may debit these amounts from Customer's or such Location's (respectively) account with Stripe.

c) Customer and each Location acknowledge and agree that where Stripe or Hapana incur any losses based on unauthorized Activity initiated by Customer or such Location (or any of their employees or agents), Customer or such Location (respectively) will be financially liable for such losses and that Stripe or Hapana may (i) deduct such loses from Customer's or such Location's account with Stripe or (ii) require Customer or such Location (respectively) to immediately pay such losses.

6.3 Legal and Regulatory Compliance

a) Without prejudice to Customer's and each Location's obligations under the Agreement and under the Stripe Services Agreement, Customer and each Location must obey all Laws applicable to its use of the Payment Services and to any Transactions. Customer and any Location must not use the Payment Services to facilitate illegal Transactions or to permit others to use the Payment Services for non-commercial, personal or household purposes.

b) Customer and each Location acknowledges and agrees that Hapana or Stripe may respond to and comply with any legal process it believes to be valid, including by delivering or holding funds or data as required by such legal process. Where permitted by Law, Hapana or Stripe will notify Customer of such legal process. Hapana is not responsible for, and Customer and each Location hereby releases and indemnifies Hapana from, any loss or claim incurred by Customer or any Location arising from Hapana or Stripe's compliance with any legal process in accordance with this clause.

c) Customer and each Location must not, other than as required by the Stripe Services Agreement, grant or assign to any third party any lien on or interest in funds that may be owed under the Agreement until the funds are deposited into Customer's or the Location's account (as applicable).

6.4 Network Rules and Restrictions

a) Customer and each Location acknowledges and agrees that supply of the Payment Services under the Agreement is subject to the network rules as set out in the Stripe Services Agreement, including such rules provided by Visa, MasterCard, American Express, and Westpac, Cross River Bank, PNC Bank or Wells Fargo Bank (as applicable).

b) Customer and each Location must ensure that it does not use the Payment Services in violation of the Stripe Services Agreement or for any activity that is expressly prohibited by the Stripe Services Agreement (including any activities that are listed on the "Restricted Businesses List" set out in the Stripe Services Agreement).

SECTION 7: TERMINATION AND EFFECTS

7.1 Termination Events

a) Hapana may terminate these Payment Services Terms with respect to Customer or any Location if:

Customer or such Location (as applicable) materially breaches these Payment Services Terms, and if such breach is capable of being cured, Customer or such Location fails to cure such breach within 10 days of being notified of the breach; or
Hapana suspends the Payment Services and does not reinstate the Payment Services within 30 days.

b) These Payment Services Terms will terminate immediately upon the termination of the Agreement.

c) These Payment Services Terms will terminate immediately if Stripe terminates any relevant agreement with Hapana for any reason.

d) These Payment Services Terms will terminate immediately with respect to Customer and any relevant Location:

upon termination of the Stripe Services Agreement with Customer or such Location (as applicable) for any reason; or
if Customer's or such Location's (as applicable) account is closed for any reason or Customer or such Location otherwise fails to maintain a user account as required by the Stripe Services Agreement.

7.2 Effects of Termination

Upon termination of the Payment Services Terms:

a) Customer and each relevant Location must assist Hapana and Stripe to complete all pending Transactions;

b) Customer and each relevant Location must cease lodging, and Stripe will stop processing, any new Transactions through the Payment Services;

c) the provision of the Payment Services (including any relevant licenses from Stripe) will cease; and

d) Stripe may (but has no obligation to) delete all Customer Data provided by Hapana or Customer or any relevant Location to Stripe in connection with the Payment Services and stored on the servers of Stripe within 10 days of such termination.

SECTION 8: LIMITATIONS AND WARRANTIES

8.1 Service Limitations

a) Without limiting any other provision of the Agreement, Customer and each Location acknowledge and agree:

that the Payment Services are provided on an "as is" "as available" basis, without any warranties, express, implied or statutory;
the cumulative liability with respect to the Payment Services of Hapana and Stripe and their respective employees, agents, providers, partners, suppliers or other persons involved in the provision of the Payment Services is limited to direct damages and in all events will not exceed in the aggregate the amount of fees paid by Customer or the relevant Location to Hapana during the three (3) month period immediately preceding the event giving rise to the claim for liability;

b) In no event will Hapana or Stripe or their respective employees, agents, providers, partners, suppliers or other persons involved in the provision of the Payment Services:

be liable for any lost profits, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Payment Services, these Payment Services Terms or the Stripe Services Agreement, including the use of, inability to use, or unavailability of the Payment Services; or
have any liability or responsibility for (a) personal injury or property damage, of any nature whatsoever, resulting from use of the Payment Services, (b) damage, loss or injury resulting from hacking, tampering or other unauthorized access to, or use of, the Payment Services, including any unauthorized access to or use of third-party services used in connection with the Payment Services and/or any personal information stored therein; (c) interruption or cessation of the Payment Services, (d) software bugs, viruses, trojan horses or other harmful code that may be transmitted to or through the Payment Services; (e) errors, inaccuracies or omissions of information, or any damage or losses incurred as a result of errors, inaccuracies or omissions, resulting from the use of the Payment Services; (f) information that is transmitted using the Payment Services that is defamatory, offensive or illegal; and/or (g) conduct of any third party.

c) These limitations apply to the maximum extent permitted by law, and apply regardless of the legal theory on which the claim is based, including contract, tort (including negligence, product liability or otherwise), strict liability or any other basis. The limitations apply even if any party has been advised of the possibility of such damage.

SECTION 9: GENERAL PROVISIONS

9.1 Amendment and Updates

Hapana may update these Payment Services Terms from time to time in its sole discretion. Customer is responsible for checking for updates, and Customer's continued use of the Payment Services constitutes agreement to be bound by updated terms.

9.2 Severability

If any provision of these Payment Services Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

9.3 Governing Law

These Payment Services Terms shall be governed by the laws of the state specified in the General Terms.

9.4 Integration

These Payment Services Terms, together with the General Terms and any applicable SOW, constitute the complete agreement between the parties regarding the Payment Services and supersede all prior or contemporaneous communications, representations, or agreements relating to such subject matter.

BY USING THE PAYMENT SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY ALL TERMS SET FORTH HEREIN.