Legal

Terms of Service

Last updated: March 2026

CevGate Merchant Services Agreement

This Merchant Services Agreement ("Agreement") is entered into between CevGate, LLC, doing business as CevGate ("CevGate," "Company," "we," "us," or "our"), and the business entity or individual identified in the merchant application ("Merchant," "you," or "your"). By creating an account, accessing, or using the CevGate platform, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement.

1. Definitions

"Agreement" means this Merchant Services Agreement, including all schedules, exhibits, and documents incorporated by reference.

"Authorized Payment Processor" or "Payment Processor" means any third-party payment processing entity — including but not limited to Square, Inc., any acquiring bank, issuing bank, registered ISO, or payment facilitator — through which Transactions may be routed. CevGate is NOT an Authorized Payment Processor.

"Card Network" means Visa, Mastercard, American Express, Discover, and any other payment card network whose cards are accepted through the Services.

"Card Network Rules" means the bylaws, rules, regulations, operating procedures, and guidelines of each Card Network, as amended from time to time.

"Chargeback" means a reversal, dispute, or retrieval request of a Transaction initiated by a cardholder, issuing bank, Card Network, or Payment Processor.

"CevGate Platform" means the software-as-a-service technology platform operated by CevGate, including the hosted checkout page, merchant dashboard, APIs, SDKs, webhooks, and related tools.

"Hosted Checkout Page" means the CevGate-hosted payment collection interface where Merchant's customers enter payment information, which is transmitted directly to the applicable Payment Processor.

"Merchant Account" means any payment processing account that Merchant independently establishes and maintains with a Payment Processor, including but not limited to Square merchant accounts.

"Merchant Data" means all data and information provided by Merchant or generated through Merchant's use of the CevGate Platform, including business information, transaction records, and customer data.

"Services" means the technology services provided by CevGate as described in Section 2, consisting exclusively of software tools for payment routing, hosted checkout, merchant dashboard, and related technology features.

"Transaction" means any payment initiated by a customer of Merchant and routed through the CevGate Platform to a Payment Processor for processing.

2. Nature and Scope of Services

2.1. Technology Services Only

CevGate provides Merchant with access to a software-as-a-service technology platform that includes:

  1. Hosted Checkout Page for collecting and transmitting customer payment information to Payment Processors
  2. Merchant dashboard for viewing transaction data, analytics, and reporting
  3. REST API and webhooks for programmatic integration
  4. Transaction routing technology that directs payment requests to Merchant's configured Payment Processor
  5. Fraud screening tools and risk monitoring utilities
  6. Branding and checkout customization features

2.2. CevGate Is a Technology Provider — Not a Financial Institution

Merchant expressly acknowledges and agrees that:

  1. CevGate is a software technology company. CevGate does NOT act as, and shall not be deemed to be, a bank, payment processor, payment facilitator, money transmitter, money services business, acquiring bank, issuing bank, or financial institution of any kind.
  2. CevGate does NOT process, settle, clear, authorize, or fund Transactions. All payment processing, authorization, settlement, and funding is performed exclusively by the applicable Payment Processor and its banking partners.
  3. CevGate does NOT hold, control, or have access to Merchant funds at any time. All funds flow directly between the Payment Processor and Merchant pursuant to Merchant's independent agreement with the Payment Processor.
  4. CevGate does NOT underwrite, approve, or make any determination regarding Merchant's eligibility for payment processing. Any processing approval decisions are made solely by the applicable Payment Processor in its sole discretion.
  5. CevGate's role is limited to providing software tools that facilitate the technical connection between Merchant's systems and Payment Processor's systems. CevGate is a conduit for data transmission, not a participant in the financial transaction.

2.3. Third-Party Payment Processors

Merchant's use of any Payment Processor through the CevGate Platform is subject to a separate, independent agreement between Merchant and the Payment Processor. CevGate is not a party to, beneficiary of, or agent under any such agreement. CevGate makes no representations or warranties regarding any Payment Processor, including but not limited to their:

  1. Terms of service, acceptable use policies, or prohibited business lists
  2. Approval or rejection criteria
  3. Fee structures or pricing
  4. Fund holding or settlement policies
  5. Account termination or suspension practices
  6. Compliance with any applicable law

2.4. No Agency Relationship

CevGate does not act as an agent, representative, broker, or intermediary for any Payment Processor. CevGate does not make representations, warranties, or commitments to any Payment Processor on behalf of Merchant. CevGate does not submit applications, merchant category codes, business descriptions, or other information to Payment Processors on Merchant's behalf. Merchant is solely responsible for all information provided to Payment Processors and all representations made to Payment Processors.

2.5. OAuth Authorization

To use the Services, Merchant must authorize CevGate to access Merchant's Payment Processor account via OAuth or similar secure authorization protocol. This authorization allows CevGate's software to transmit payment requests to the Payment Processor on Merchant's behalf. Merchant may revoke this authorization at any time through the Payment Processor's settings. Revocation will disable CevGate's ability to route Transactions for Merchant.

2.6. Integration Assistance

CevGate may provide technical documentation, tutorials, or support to assist Merchant in connecting their Payment Processor account to the CevGate Platform. Such assistance is provided as a convenience only and does not constitute an endorsement of any Payment Processor, a guarantee of processing approval, or a representation that Merchant's business is eligible for processing through any particular Payment Processor. Merchant shall independently verify their eligibility for any Payment Processor prior to use.

2.7. Service Availability

CevGate does not guarantee any specific uptime, availability, or response time for the Platform. Scheduled and unscheduled maintenance may occur without notice. CevGate shall not be liable for any downtime, service interruption, or data loss resulting from Platform unavailability.

2.8. Geographic Restrictions

The Services are available only in the United States and its territories. Merchant shall not access or use the Services from any country or region subject to U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

3. Merchant Representations and Warranties

Merchant represents and warrants that, as of the Effective Date and continuously throughout the term of this Agreement:

3.1. Legal Authority

Merchant has full legal authority to enter into this Agreement, to operate the business described in the merchant application, and to authorize the use of the CevGate Platform in connection with that business.

3.2. Lawful Business

Merchant's business, products, and services are lawful under all applicable federal, state, local, and international laws and regulations, including but not limited to:

  1. Food, Drug, and Cosmetic Act (FDCA) and all FDA regulations
  2. Federal Trade Commission Act and FTC regulations regarding advertising and marketing claims
  3. Controlled Substances Act (CSA)
  4. All applicable product safety and labeling regulations
  5. Consumer protection laws in all jurisdictions where Merchant operates
  6. Import/export regulations, including those of the DEA and U.S. Customs
  7. State-specific regulations applicable to Merchant's products and services

3.3. Accurate Information

All information provided by Merchant during onboarding and throughout the term of this Agreement is accurate, complete, and not misleading. Merchant shall promptly update any information that becomes inaccurate or incomplete.

3.4. Independent Compliance Determination

Merchant has independently determined — without reliance on any statement, opinion, or action by CevGate — that:

  1. Merchant's business type, products, and services are eligible for payment processing through the Payment Processor(s) Merchant has selected
  2. Merchant's business complies with all terms of service, acceptable use policies, and prohibited business lists of all Payment Processors Merchant uses through the CevGate Platform
  3. Merchant's business complies with all Card Network Rules
  4. Merchant has obtained all required licenses, certifications, permits, and approvals necessary to operate its business and sell its products

3.5. No Reliance on CevGate

Merchant acknowledges that:

  1. CevGate has NOT provided legal, regulatory, compliance, or financial advice to Merchant
  2. CevGate has NOT represented or warranted that Merchant's business type is eligible for processing through any Payment Processor
  3. CevGate has NOT represented or warranted that Merchant's use of the CevGate Platform will not result in account termination, fund holds, or other adverse action by a Payment Processor
  4. CevGate has NOT advised Merchant on how to describe their business to Payment Processors or what information to provide or omit in any Payment Processor application
  5. CevGate recommends that Merchant consult with independent legal counsel regarding Merchant's compliance obligations and eligibility for payment processing. CevGate does not provide legal advice.

3.6. Anti-Money Laundering

Merchant is not using the Services for money laundering, terrorist financing, sanctions evasion, or any other financial crime. Merchant's business is not located in, controlled by, or acting on behalf of any person or entity subject to U.S. sanctions (OFAC SDN list).

4. Merchant Obligations

4.1. Compliance with All Applicable Terms

Merchant shall comply at all times with:

  1. This Agreement
  2. All applicable laws and regulations
  3. Payment Card Industry Data Security Standard (PCI DSS)
  4. All Card Network Rules
  5. All terms of service, acceptable use policies, and other agreements between Merchant and any Payment Processor
  6. Mastercard BRAM program requirements (if applicable to Merchant's business)
  7. Any required industry certifications

It is Merchant's sole responsibility to review, understand, and comply with all Payment Processor terms of service and Card Network Rules. CevGate does not monitor, verify, or enforce Payment Processor terms on behalf of Merchant or any Payment Processor.

4.2. Prohibited Activities

Merchant shall NOT use the Services to:

  1. Process transactions for goods or services that are illegal under federal or applicable state law
  2. Process transactions on behalf of undisclosed third parties (transaction factoring/laundering)
  3. Engage in fraudulent, deceptive, or misleading transactions
  4. Process transactions that Merchant knows or should know are unauthorized by the cardholder
  5. Store, transmit, or process raw credit/debit card numbers outside of CevGate's hosted checkout or tokenization SDK
  6. Exceed applicable monthly processing volume limits
  7. Manipulate, circumvent, or interfere with CevGate's fraud detection or risk monitoring systems
  8. Use the Services in any manner that violates the terms of service of any Payment Processor
  9. Process transactions for products or services that Merchant has not disclosed to CevGate during onboarding
  10. Use the CevGate Platform to generate artificial or inflated transaction volume

4.3. Chargebacks and Disputes

Merchant is solely responsible for all Chargebacks, disputes, and retrieval requests resulting from Transactions processed through the Services. CevGate reserves the right to:

  1. Take appropriate action regarding excessive chargebacks
  2. Automatically suspend Services if Merchant's chargeback rate exceeds 3% of succeeded transactions (measured after a minimum of 25 transactions)
  3. Revoke Merchant's API keys upon suspension
  4. Terminate this Agreement immediately if Merchant's chargeback rate remains excessive after suspension
  5. Report excessive chargeback activity to relevant Card Networks and Payment Processors as required by Card Network Rules

4.4. Customer-Facing Requirements

Merchant shall:

  1. Maintain and prominently display a clear refund/return policy on Merchant's website
  2. Maintain and prominently display a privacy policy compliant with applicable law
  3. Display accurate contact information accessible to customers
  4. Provide clear and accurate product/service descriptions
  5. Deliver goods and services as described and in a timely manner
  6. Respond to customer inquiries and complaints promptly

4.5. Notification Obligations

Merchant shall promptly notify CevGate of:

  1. Any material change to Merchant's business type, products, or services
  2. Any action taken by a Payment Processor against Merchant's account (suspension, termination, fund hold, investigation)
  3. Any threatened or actual legal or regulatory action against Merchant related to Merchant's products, services, or payment processing
  4. Any chargeback rate exceeding 2% in any calendar month
  5. Any placement on the MATCH/TMF list or any Card Network monitoring program
  6. Any breach of Merchant's systems or unauthorized access to customer data

5. Fees and Billing

5.1. Fee Schedule

Merchant shall pay fees in accordance with the Fee Schedule (Schedule A) attached to this Agreement. The Fee Schedule is incorporated by reference.

5.2. Subscription Fees

Subscription fees are billed monthly in advance on the billing date. Subscription fees are non-refundable except as expressly provided in this Agreement.

5.3. Transaction Fees

CevGate's per-transaction fees are collected via the Payment Processor's application fee mechanism (e.g., Square's Application Fee), which is applied by the Payment Processor at the time of transaction settlement. CevGate does not directly deduct, intercept, or handle Merchant funds. Fee amounts are calculated based on Transaction volume processed through the CevGate Platform and the applicable fee schedule.

5.4. Non-Refundable Transaction Fees

Transaction fees are earned by CevGate at the time a Transaction is successfully processed and are non-refundable. If Merchant issues a refund, chargeback, or reversal to a customer, CevGate's transaction fee on the original Transaction is NOT refunded. Merchant acknowledges that CevGate incurs costs to process each Transaction regardless of whether Merchant later reverses it.

5.5. Payment Authorization

Merchant authorizes CevGate to charge Merchant's payment method on file (via Stripe or other billing provider) for subscription fees and integration fees on each billing date. Transaction fees are deducted automatically as described in Section 5.3. Merchant shall maintain a valid payment method on file at all times.

5.6. Late Payment

Fees unpaid after fifteen (15) days past due are subject to a late fee of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. CevGate may suspend Services for accounts more than thirty (30) days past due.

5.7. Fee Changes

CevGate reserves the right to modify fees upon thirty (30) days' written notice. If Merchant does not agree to the modified fees, Merchant may terminate this Agreement without penalty by providing notice prior to the effective date of the fee change. Continued use of the Services after the effective date constitutes acceptance of the modified fees.

5.8. Taxes

All fees are exclusive of taxes. Merchant is responsible for all sales, use, VAT, and other taxes imposed on the Services, excluding taxes based on CevGate's net income.

5.9. No Refund of Third-Party Fees

CevGate is not responsible for and does not refund any fees charged by Payment Processors, Card Networks, banks, or any other third party. Such fees are governed by Merchant's separate agreements with those parties.

6. Fraud Prevention and Risk Monitoring

6.1. Fraud Tools

CevGate may provide fraud screening, risk monitoring, velocity checks, device fingerprinting, address verification, and related tools ("Fraud Tools") as part of the Services.

6.2. No Guarantee

Merchant expressly understands and agrees that CevGate's Fraud Tools:

  1. Provide no guarantee against fraud, unauthorized transactions, or chargebacks
  2. Are provided "as is" without warranty of any kind
  3. May produce false positives (blocking legitimate transactions) or false negatives (allowing fraudulent transactions)
  4. Do not substitute for Merchant's own risk management and fraud prevention practices

6.3. Merchant Responsibility

Merchant is solely responsible for:

  1. Configuring risk assessment rules and thresholds
  2. Reviewing flagged transactions
  3. Making the final decision to accept or reject any transaction
  4. Implementing Merchant's own fraud prevention and risk management controls
  5. All losses resulting from fraudulent or unauthorized transactions, regardless of whether CevGate's Fraud Tools were used

6.4. CevGate Right to Act

CevGate reserves the right, but has no obligation, to:

  1. Suspend or disable Merchant's access to the CevGate Platform, including revoking API keys and disabling the Hosted Checkout Page, if CevGate in its sole discretion believes Merchant may be engaged in fraudulent, illegal, or Agreement-violating activity
  2. Require additional documentation or verification from Merchant
  3. Report suspected fraudulent or illegal activity to law enforcement or regulatory authorities

7. Data and Security

7.1. Data Ownership

Merchant retains ownership of Merchant Data. CevGate processes Merchant Data solely to provide the Services and as described in CevGate's Privacy Policy.

7.2. Data Security

CevGate maintains commercially reasonable security measures including:

  1. TLS 1.2+ encryption for all data in transit
  2. AES-256 encryption for sensitive data at rest
  3. PCI DSS SAQ A-level compliance for the Hosted Checkout Page
  4. Regular security assessments and vulnerability scanning
  5. Access controls and audit logging

7.3. Cardholder Data

CevGate's Hosted Checkout Page is designed so that cardholder data (credit/debit card numbers, CVV, etc.) is transmitted directly to the Payment Processor. CevGate does not store full cardholder data on its servers.

7.4. Data Sharing

CevGate may share Merchant Data with:

  1. Payment Processors (as necessary to route and process Transactions)
  2. Card Networks (as required by Card Network Rules)
  3. Service providers (hosting, security, analytics — under contractual data protection obligations)
  4. Law enforcement or government agencies (when required by law, subpoena, court order, or regulatory inquiry)
  5. In connection with a merger, acquisition, or sale of CevGate's assets

7.5. Privacy Policy

CevGate's Privacy Policy, available at cevgate.com/privacy, describes how we collect, use, share, and protect personal information. The Privacy Policy is incorporated into this Agreement by reference.

7.6. Breach Notification

In the event of a confirmed data breach affecting Merchant Data, CevGate will notify Merchant within seventy-two (72) hours of confirmation and cooperate in the investigation and remediation. If the breach was caused by CevGate's systems or negligence, CevGate will bear the reasonable costs of forensic investigation and required notifications. If the breach was caused by Merchant's negligence or systems, Merchant shall bear all costs.

8. Intellectual Property

8.1. CevGate IP

CevGate retains all right, title, and interest in the CevGate Platform, software, APIs, documentation, branding, and all related intellectual property. Nothing in this Agreement grants Merchant any ownership interest in CevGate's intellectual property.

8.2. License Grant

CevGate grants Merchant a limited, non-exclusive, non-transferable, revocable license to use the CevGate Platform during the term of this Agreement, solely for the purpose of processing Transactions for Merchant's business.

8.3. Merchant Branding

Merchant grants CevGate a limited, revocable license to display Merchant's name, logo, and branding on the Hosted Checkout Page and, with Merchant's prior written consent, in CevGate's marketing materials.

8.4. Feedback

Any suggestions, ideas, or feedback provided by Merchant regarding the CevGate Platform may be used by CevGate without restriction, attribution, or compensation.

9. Disclaimer of Warranties

9.1. As-Is Basis

The Services are provided on an "as is" and "as available" basis. CevGate expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to:

  1. Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement
  2. Warranties that the Services will be uninterrupted, error-free, secure, or free of viruses or harmful components
  3. Warranties that the Services will meet Merchant's requirements or expectations
  4. Warranties regarding the accuracy, reliability, or completeness of any information provided through the Services

9.2. No Warranty of Processing

CevGate makes no warranty or representation that:

  1. Any Payment Processor will approve Merchant for processing
  2. Merchant's Payment Processor account will remain active or in good standing
  3. Transactions will be successfully processed, settled, or funded
  4. Funds will not be held, frozen, delayed, or seized by a Payment Processor
  5. Merchant will not be placed on the MATCH/TMF list or any Card Network monitoring program
  6. Merchant's business type is eligible for processing through any particular Payment Processor

10. Limitation of Liability

10.1. Liability Cap

To the maximum extent permitted by applicable law, CevGate's total aggregate liability for all claims arising out of or related to this Agreement, whether in contract, tort, strict liability, or any other legal theory, shall not exceed the total fees actually paid by Merchant to CevGate during the six (6) months immediately preceding the event giving rise to the claim.

10.2. Exclusion of Damages

In no event shall CevGate, its officers, directors, employees, agents, affiliates, subsidiaries, licensors, or service providers be liable for any:

  1. Indirect, incidental, special, consequential, exemplary, or punitive damages
  2. Lost profits, lost revenue, lost sales, or lost business opportunities
  3. Loss of data, loss of goodwill, or business interruption
  4. Cost of procuring substitute services
  5. Damages arising from or related to any Payment Processor's actions or omissions, including but not limited to account termination, fund holds, fund seizure, processing suspensions, or chargeback assessments
  6. Damages arising from Merchant's placement on the MATCH/TMF list

These limitations apply regardless of whether CevGate has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

10.3. Payment Processor Actions

Without limiting the foregoing, CevGate shall have absolutely no liability for any action or omission by any Payment Processor, including but not limited to:

  1. Approval, rejection, suspension, or termination of Merchant's Merchant Account
  2. Holding, freezing, delaying, or seizing Merchant's funds
  3. Declining, reversing, or voiding Transactions
  4. Changing fees, terms, or policies
  5. Placing Merchant on the MATCH/TMF list or any monitoring program
  6. Any investigation, audit, or compliance action

Merchant's sole recourse for any such action is against the Payment Processor directly, pursuant to Merchant's independent agreement with the Payment Processor.

10.4. Carve-Out for Gross Negligence

The limitations set forth in Sections 10.1 and 10.2 shall not apply to damages arising from CevGate's gross negligence, willful misconduct, or material breach of its data security obligations under Section 7.

10.5. Acknowledgment

Merchant acknowledges that the fees charged by CevGate reflect the allocation of risk set forth in this Agreement and that CevGate would not enter into this Agreement without these limitations of liability.

11. Indemnification

11.1. Merchant Indemnification

Merchant shall indemnify, defend, and hold harmless CevGate, and its officers, directors, employees, agents, affiliates, subsidiaries, successors, and assigns (collectively, "CevGate Indemnified Parties") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

  1. Merchant's use of the Services
  2. Merchant's breach of any representation, warranty, or obligation under this Agreement
  3. Merchant's violation of any applicable law, regulation, Card Network Rule, or Payment Processor term of service
  4. Merchant's products, services, or business operations, including any product liability claim
  5. Any dispute between Merchant and Merchant's customers
  6. Any Chargeback, fraud, or unauthorized transaction arising from Merchant's Transactions
  7. Any claim by a Payment Processor against CevGate arising from or related to Merchant's use of such Payment Processor
  8. Any claim by a Card Network against CevGate arising from or related to Merchant's Transactions
  9. Any regulatory investigation, enforcement action, or penalty arising from Merchant's business, products, services, or Transactions
  10. Any fines, penalties, or assessments imposed by Card Networks, Payment Processors, or regulatory bodies as a result of Merchant's actions or omissions
  11. Any claim that Merchant's products or marketing violate FDA, FTC, DEA, or other regulatory requirements
  12. Any claim arising from Merchant's failure to accurately represent Merchant's business type, products, or services to any Payment Processor

11.2. Indemnification Procedure

CevGate will provide Merchant with prompt written notice of any claim subject to indemnification. Merchant shall not settle any claim without CevGate's prior written consent if the settlement would impose any obligation on CevGate or would not include a full release of all CevGate Indemnified Parties.

11.3. Survival

Merchant's indemnification obligations shall survive termination of this Agreement.

12. Term and Termination

12.1. Term

This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated in accordance with this Section.

12.2. Termination by Merchant

Merchant may cancel at any time through the merchant dashboard or by emailing support@cevgate.com. Cancellation takes effect at the end of the current billing period. No partial refunds will be issued for the remaining days in the current billing period.

12.3. Termination by CevGate

CevGate may terminate this Agreement:

  1. Immediately, without notice, if Merchant breaches Sections 3 (Representations and Warranties), 4.1 (Compliance), or 4.2 (Prohibited Activities)
  2. Immediately, without notice, if Merchant's chargeback rate exceeds 3% after a minimum of 25 transactions
  3. Immediately, without notice, if required by any Payment Processor, Card Network, acquiring bank, or regulatory authority
  4. Immediately, without notice, if CevGate reasonably believes Merchant is engaged in fraud, money laundering, or illegal activity
  5. Immediately, without notice, if Merchant is placed on the MATCH/TMF list
  6. With thirty (30) days' notice, for any other reason or for no reason

12.4. Effect of Termination

  1. Merchant's access to the CevGate Platform will be revoked upon termination
  2. All outstanding fees and charges remain due and payable
  3. CevGate does not hold or control Merchant funds. Any pending payouts are governed by Merchant's agreement with the applicable Payment Processor.
  4. CevGate may retain Merchant Data for up to seven (7) years as required by financial regulations and Card Network Rules
  5. Sections 3, 7, 9, 10, 11, 13, and 14 shall survive termination

12.5. No Early Termination Fee

CevGate does not charge early termination fees.

12.6. Post-Termination Chargebacks

Merchant remains liable for all Chargebacks and disputes relating to Transactions processed during the term of this Agreement, including those received after termination.

13. Dispute Resolution and Arbitration

13.1. Informal Resolution

Before initiating any formal dispute resolution, the parties shall attempt to resolve any dispute arising from this Agreement through good-faith negotiation for a period of thirty (30) days.

13.2. Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator.

13.3. Class Action Waiver

To the fullest extent permitted by law, Merchant agrees that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, Merchant waives any right to a jury trial.

13.4. Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

13.5. Attorneys' Fees

In any action or proceeding arising from this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

13.6. Governing Law

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

14. Miscellaneous

14.1. Entire Agreement

This Agreement, together with all schedules, exhibits, the Privacy Policy, and documents incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, representations, and understandings.

14.2. Amendments

CevGate may amend this Agreement by posting the revised terms on the CevGate website and providing thirty (30) days' notice to Merchant. Continued use of the Services after the effective date of any amendment constitutes acceptance. If Merchant does not agree to the amendment, Merchant's sole remedy is to terminate this Agreement.

14.3. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.4. Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any provision on one occasion shall not constitute a waiver of that provision on any other occasion.

14.5. Assignment

Merchant may not assign or transfer this Agreement without CevGate's prior written consent. CevGate may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

14.6. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship.

14.7. Force Majeure

CevGate shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet outages, Payment Processor outages, Card Network outages, or banking system disruptions.

14.8. Notices

All notices under this Agreement shall be sent via email to the email addresses on file for each party. Notices are deemed received when sent, provided the sender does not receive a non-delivery notification.

14.9. Headings

Section headings are for convenience only and do not affect the interpretation of this Agreement.

14.10. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party, including but not limited to business data, transaction volumes, pricing, customer lists, and technical specifications ("Confidential Information"). Neither party shall disclose the other party's Confidential Information to any third party except: (a) to employees, contractors, or agents who need to know and are bound by confidentiality obligations; (b) as required by law, subpoena, or court order; or (c) with the other party's prior written consent. Confidentiality obligations survive termination of this Agreement for two (2) years.

14.11. No Third-Party Beneficiaries

This Agreement is between CevGate and Merchant only. No third party — including Merchant's customers, employees, contractors, or end users — is a beneficiary of or has any rights under this Agreement. Nothing in this Agreement creates any obligation from CevGate to any person or entity other than Merchant.

14.12. Total Fee Acknowledgment

Merchant acknowledges that CevGate's fees are separate from and in addition to all fees charged by the Payment Processor. Merchant has independently evaluated the total cost of using the Services (CevGate fees plus Payment Processor fees) and agrees that such total cost is acceptable.

14.13. Construction

This Agreement shall not be construed against the drafter. Both parties have had the opportunity to review this Agreement and consult with legal counsel.

Schedule A: Fee Schedule

Base Premium
Monthly subscription $99 $199
Per-transaction fee $0.15 $0.15
Volume fee (% of processing) 9% 6%
Integration fee (one-time) $399 $399

All fees are exclusive of Payment Processor fees, which are charged directly by the Payment Processor pursuant to Merchant's separate agreement with the Payment Processor.

Schedule B: Acceptable Use Policy

Permitted Business Categories

  • E-commerce (general)
  • SaaS / digital products
  • Professional services
  • Retail (online)
  • Health and wellness products (with appropriate compliance certifications)
  • Sports nutrition
  • Anti-aging products
  • Functional health products

Restricted Business Categories (Require Pre-Approval)

  • Firearms and ammunition accessories
  • Tobacco and vaping products
  • Adult content (legal, age-verified)
  • Dating services
  • Travel services
  • Subscription boxes
  • MLM / network marketing
  • Telemedicine

Prohibited Business Categories

  • Illegal drugs or controlled substances
  • Unlicensed pharmaceutical sales
  • Products marketed with unapproved drug claims (FDA violations)
  • Counterfeit or trademark-infringing goods
  • Illegal gambling or unlicensed gaming
  • Ponzi schemes, pyramid schemes, or investment fraud
  • Money laundering or terrorist financing
  • Human trafficking, exploitation, or child exploitation material
  • Sanctioned countries or OFAC-listed entities
  • Any goods or services illegal under applicable federal or state law

CevGate reserves the right to modify the Acceptable Use Policy at any time. Merchants operating in categories added to the Prohibited list will be given thirty (30) days to transition before termination.