Master Services Agreement

1. Parties and Scope

This Master Services Agreement is entered into between Anton Payments, Inc., a Delaware corporation, and the Client identified in the applicable Service Order or Statement of Work ("Client," "you," or "your").

This MSA, together with any Service Orders, Statements of Work, and other attachments (collectively, the "Agreement"), governs the provision of payment processing services and related services by Anton Payments to Client.

2. Services

Anton Payments will provide the services described in the applicable Service Order or Statement of Work ("Services"), which may include:

• Payment processing and routing services
• Multi-currency foreign exchange services
• API access and integration support
• Compliance and regulatory support
• Dedicated account management
• Custom integrations and development
• Priority support and service level guarantees
• Training and onboarding services

The specific Services, pricing, and terms for each engagement will be detailed in a separate Service Order or Statement of Work, which will be incorporated into this Agreement by reference.

3. Term and Termination

Term: This MSA shall commence on the Effective Date specified in the first Service Order and shall continue until terminated in accordance with this Agreement. Individual Service Orders may have their own terms and renewal provisions.

Termination for Convenience: Either party may terminate this MSA or any Service Order upon thirty (30) days' written notice to the other party, provided that all fees and charges incurred through the termination date remain due and payable.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice
• Becomes insolvent, files for bankruptcy, or ceases to conduct business
• Violates applicable laws or regulations in a manner that materially affects the other party

Effect of Termination: Upon termination, Client's right to use the Services will immediately cease. Anton Payments will provide Client with a reasonable opportunity to retrieve Client data, subject to our data retention policies and legal obligations.

4. Fees and Payment

Fees: Client agrees to pay all fees specified in the applicable Service Order or as otherwise agreed in writing. Fees may include:

• Transaction processing fees (per transaction or volume-based)
• Monthly or annual subscription fees
• Foreign exchange fees and currency conversion charges
• API usage fees
• Setup and integration fees
• Custom development fees
• Support and service fees

Payment Terms: Unless otherwise specified in a Service Order, fees are due within thirty (30) days of invoice date. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law.

Pre-Funding: Client may be required to maintain a pre-funded account balance to cover pending and processed transactions, plus applicable fees and reserves.

Fee Changes: Anton Payments may modify fees upon sixty (60) days' written notice. Client may terminate affected Service Orders if it does not agree to fee changes.

5. Client Obligations

Client agrees to:

• Provide accurate, complete, and current information for account setup and ongoing operations
• Comply with all applicable laws, regulations, and industry standards
• Maintain appropriate security measures for Client's systems and data
• Use the Services only for lawful purposes and in accordance with this Agreement
• Cooperate with Anton Payments' compliance and due diligence requests
• Maintain sufficient funds to cover all transactions and fees
• Notify Anton Payments immediately of any security breaches or unauthorized access
• Obtain all necessary consents and authorizations from end users and payees
• Comply with Anton Payments' Acceptable Use Policy

6. Compliance and Regulatory Requirements

Both parties acknowledge that payment processing services are subject to extensive regulatory requirements, including:

• Anti-Money Laundering (AML) laws and regulations
• Know Your Customer (KYC) and Know Your Business (KYB) requirements
• Office of Foreign Assets Control (OFAC) sanctions compliance
• Bank Secrecy Act (BSA) requirements
• Payment Card Industry Data Security Standard (PCI DSS)
• State and federal money transmitter licensing requirements
• Data protection and privacy laws (GDPR, CCPA, etc.)

Client is responsible for ensuring its use of the Services complies with all applicable laws and regulations. Anton Payments may suspend or terminate Services if Client fails to comply with regulatory requirements or poses a compliance risk.

7. Data Protection and Privacy

Both parties will comply with applicable data protection laws. The processing of personal data is governed by our Privacy Policy and, where applicable, a separate Data Processing Agreement (DPA).

Client represents and warrants that it has obtained all necessary consents and authorizations from data subjects for the processing of their personal data through our Services.

Each party will implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction.

8. Intellectual Property

Anton Payments IP: All intellectual property rights in the Services, including software, documentation, and related materials, remain the exclusive property of Anton Payments or its licensors.

Client IP: Client retains all rights in its data, content, and intellectual property. Client grants Anton Payments a limited license to use Client's data and content solely to provide the Services.

Feedback: Client grants Anton Payments a perpetual, irrevocable, royalty-free license to use any feedback, suggestions, or ideas provided by Client regarding the Services.

9. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed by the other party ("Confidential Information") and to use such information solely for the purpose of performing this Agreement.

Confidential Information does not include information that: (a) is publicly available or becomes publicly available through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

10. Warranties and Disclaimers

Anton Payments Warranties: Anton Payments warrants that: (a) the Services will be performed in a professional and workmanlike manner; (b) it has the right to provide the Services; and (c) it will comply with applicable laws in providing the Services.

Client Warranties: Client warrants that: (a) it has the authority to enter into this Agreement; (b) all information provided is accurate and complete; (c) it will comply with all applicable laws; and (d) it has obtained all necessary consents and authorizations.

Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT.

EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO ANTON PAYMENTS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

The foregoing limitations do not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; (c) violations of intellectual property rights; or (d) gross negligence or willful misconduct.

12. Indemnification

Client Indemnification: Client agrees to indemnify, defend, and hold harmless Anton Payments from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use of the Services; (b) Client's violation of this Agreement or applicable laws; (c) Client's violation of third-party rights; or (d) Client's data or content.

Anton Payments Indemnification: Anton Payments agrees to indemnify, defend, and hold harmless Client from and against any claims that the Services infringe a third party's intellectual property rights, provided that Client promptly notifies Anton Payments of such claim and cooperates in the defense.

13. Service Level Agreement

Service level commitments, including uptime guarantees, response times, and availability metrics, are set forth in the applicable Service Order or in our separate Service Level Agreement.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, pandemics, government actions, or failures of third-party service providers or infrastructure.

15. General Provisions

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Dispute Resolution: Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Delaware.

Entire Agreement: This Agreement, together with all Service Orders and attachments, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

Modifications: This Agreement may only be modified by written agreement signed by both parties.

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Anton Payments may assign this Agreement in connection with a merger, acquisition, or sale of assets.

Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

16. Contact Information

For questions about this Master Services Agreement, please contact:

Anton Payments, Inc.
Legal Department
Email: [email protected]
Enterprise Sales: [email protected]