Boost Your GHL Profits: Earn More as a Payments Guardian Champion

The Parties shall attempt promptly and in good faith to resolve all Legal Matters through negotiation between the parties. If a Legal Matter has not been settled within 30 days from the first negotiation between the parties, it shall be settled by binding arbitration before a single arbitrator in DeSoto County, MS. in accordance with the Commercial Arbitration Rules (including Procedures for Large, Complex Commercial Disputes) of the American Arbitration Association (AAA). The Parties shall mutually agree on the arbitrator from a panel of arbitrators submitted by the AAA. The arbitrator shall decide all issues submitted in accordance with the provisions and commercial purposes of this Agreement but shall not have the power to award damages other than those described in this Agreement. The prevailing Party of any Legal Matter shall be entitled to, and the arbitrator shall have jurisdiction to award, the recovery of reasonable attorneys’ fees, arbitration fees, legal expenses, and other costs and expenses attendant to the resolution of the Legal Matters. Any Legal Matter under this Agreement must be brought within one (1) year after the cause of action arises, or such Legal Matter will be barred. Judgment on any resulting award may be entered into by any court having jurisdiction over the Parties.

All notices, including requests, consents, or waivers made pursuant to the terms of this Agreement, shall be in writing and delivered by personal delivery, by USPS, Federal Express, UPS, or other prepaid means that provide proof of delivery, by facsimile, electronic mail, email, or other electronic means that provide proof of delivery. Notices are effective upon receipt. However, notices delivered by electronic mail, email, or other electronic means will be effective upon receipt of proof of delivery from the recipient or its email platform. Notices should be delivered to us by email to legal@provenpci.com.

A. Payments Guardian represents that it (i) has full power and authority to enter this Agreement and provide the Services, (ii) will provide the Services in a professional and workmanlike manner, and (3) will use its best efforts not to change or amend any applications, data, programs or components of the Customer’s network or computer system, including hardware and software. B. Payments Guardian is not responsible for the content or services of any payment processor or any third party and makes no representations regarding the content or accuracy of payment processors or any third-party services or materials. C. Payments Guardian recommends that Affiliate purchase and maintain its own cyber and other insurance to protect its system, website, and business. D. EXCEPT FOR THE WARRANTIES SPECIFICALLY PROVIDED IN THIS AGREEMENT, ATTACHMENT, OR A SCHEDULE AND TO THE EXTENT SOME JURISDICTIONS PRECLUDE THE EXCLUSION OF CERTAIN REPRESENTATIONS, WARRANTIES OR GUARANTEES, THE SERVICES ARE PROVIDED “AS IS,’ WITH ALL FAULTS. PAYMENTS GUARDIAN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS WHATSOEVER, WHETHER EXPRESS OR IMPLIED. INCLUDING (i) ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, (ii) THAT THE SERVICES WILL MEET THE AFFILIATE’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AND (III) FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, INCLUDING THIRD PARTY CONTENT, OBTAINED FROM THE SERVICES. PAYMENTS GUARDIAN FURTHER DOES NOT WARRANT THAT ITS SERVICES WILL DETECT ALL MALWARE AND/OR VULNERABILITIES, ITS SERVICES WILL PREVENT A CYBER EVENT, BREACH, OR UNAUTHORIZED ACCESS TO AFFILIATE’S ACCOUNT OR COMPUTER SYSTEM, THE SERVICES WILL BE ERROR-FREE, THE SERVICES WILL BE COMPATIBLE WITH THE AFFILIATE’S EQUIPMENT, SOFTWARE CONFIGURATIONS, INFORMATION CONTENT, MATERIALS, OR WEBSITE, OR THE SERVICES WILL MAKE AFFILIATE COMPLIANT WITH PCI-DSS REQUIREMENTS. PAYMENTS GUARDIAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RESULTS OF AFFILIATE’S USE OF THE SERVICES AND DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF AFFILIATE. PAYMENTS GUARDIAN HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR LIABILITY OTHER THAN AS STATED IN THIS AGREEMENT. E. Affiliate represents that it has the authority, agreements, and relationships to enter into this Agreement and to perform its obligations under this Agreement. F. Affiliate agrees to not adversely affect, damage, change, copy, reverse engineer, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information or affect in any way whatsoever the Services, Payment Guardian’s software platform, and website. G. Affiliate agrees that it does not own nor have rights of any kind whatsoever in the Customer’s relationship with payment processor or Payments Guardian. The Customer’s agreement does not belong to Affiliate.

Payments Guardian has and retains all rights, title, and interest in the Services, including any modifications to, enhancements, or derivative works of, and all intellectual property rights in any of its Services. Therefore, Affiliate does not acquire a copyright, trademark, trade name, trade secret, patent, or other intellectual property right in the Services whatsoever, including its software, specifications or materials, any data, modifications, customizations, enhancements, changes or work product created or provided by Payments Guardian to Affiliate. In relation to the Services provided by Payments Guardian, Affiliate shall not: (i) sell, lease, license the Services, (ii) modify, alter, repair, attempt to repair, reverse engineer, disassemble, decompile, translate the Services and/or accompanying documentation, or grant any other third party the right to do so, (iii) attempt to obtain, receive, review, or otherwise use or have access to the source codes of the Services or any part thereof, (iv) make available any content that is illegal, including, without limitation, infringing, defamatory or that otherwise violates any laws, rules, regulations or policies of any competent jurisdiction, or (v) breach any applicable laws.

A. For purposes of this Agreement, the term “Confidential Information” means any business, technical or other confidential, non-public, and/or proprietary information, regardless of the medium of conveyance (whether in oral, written, graphic, electronic, or any other form, or effected through inspection, review, or analysis), obtained in the course of performing the terms of this Agreement which originates with a Party (the “Disclosing Party”) and comes into the possession of the other Party (the “Receiving Party”), including without limitation: the terms, conditions, and existence of this Agreement, software, code, trade secrets, inventions, pricing, algorithms, know-how, business systems, technical and financial information and practices, plans, proposals, forecasts, personnel files and information, lists, statistics, passwords, and other access codes or other such information of a Disclosing Party. B. Receiving Party agrees that all such Confidential Information shall be treated in confidence, shall be used by the Receiving Party only for the purposes of performing the Receiving Party’s obligations, and shall be disclosed only to those employees or contractors whose duties reasonably require access to such information and have agreed to comply with the terms of this Section. The Receiving Party shall protect such Confidential Information from unauthorized disclosure with the same degree of care that the Receiving Party exercises to protect its own Confidential Information. C. Confidential Information shall remain the property of the Party from or through whom it was provided. Notwithstanding the foregoing restrictions in this Section, neither Party shall be obligated to preserve the confidentiality of any information that (i) was previously known, (ii) is a matter of public knowledge, (iii) was or is independently developed without reference to the Disclosing Party’s Confidential Information, (iv) is released for disclosure with the Disclosing Party’s written consent, or (v) is received from a third party to whom it was disclosed without restriction. Disclosure of Confidential Information shall be permitted if it is: (a) required by law, (b) in connection with the tax treatment or tax structure of this Agreement, or (c) in response to a valid order of a court or other governmental body located in the United States, provided the owner of the Confidential Information receives written notice of the potential disclosure of the Confidential Information and is afforded a reasonable opportunity to obtain a protective order. D. Upon termination or expiration of this Agreement, the Receiving Party, whether Affiliate or Payments Guardian, agrees to return all Confidential Information to the Disclosing Party within five days from the receipt of a written request to return the Confidential Information. E. The provisions of this Section shall survive for three (3) years following any termination or expiration of this Agreement, provided that with respect to Confidential Information remaining in the Receiving Party’s possession following any termination or expiration of this Agreement, the obligations under this Section shall survive for as long as such Confidential Information remains in such Party’s possession. F. If Affiliate breaches the provisions of this Section, Payments Guardian will suffer irreparable harm, and the total amount of monetary damages for any injury to such party will be impossible to calculate and, therefore, an inadequate remedy. Therefore, Payments Guardian may (i) seek temporary and permanent injunctive relief against Affiliate or (ii) exercise any other right and seek all remedies to which it may be entitled by law, in equity, and under this Agreement.

The parties agree that neither party shall act or undertake to act in any way or manner as the agent for the other party for any purpose whatsoever. Further, the parties have not formed a partnership or joint venture arrangement to fulfill their duties and obligations pursuant to this Agreement. The parties shall be considered and held for all purposes as independent contractors, and each party shall be solely responsible for the actions of its own employees and agents.

A. Affiliate agrees to pay the monthly Subscription Fee for the right to use the Services for each Merchant Identification Number of Affiliate. The amount of the Subscription Fee will be assigned when you begin using the Services. B. Payments Guardian, in its sole discretion, reserves the right to change the amount of the Subscription Fee and to institute any new amount upon notice sent to Affiliate’s email address. Affiliate’s continued use of the Services provided through this Agreement following the changes to the amount constitutes acceptance of the new amount of the Subscription Fee. C. The Subscription Fee to be paid under this Section shall be exclusive of and shall not be diminished by any applicable withholding, sales, use, excise, value-added, or other tax assessed Affiliate by any governmental entity. If Payments Guardian has the legal obligation to pay or collect taxes for which Affiliate is responsible under this Section, the appropriate amount shall be invoiced to and collected from Affiliate unless it provides Payments Guardian with a valid tax exemption certificate authorized by the appropriate taxing authority. D. The Subscription Fee shall be collected monthly by the payment processor at the same time and in the same manner the payment processing fee is collected. Payments Guardian, in its sole discretion, reserves the right to change who will collect the Subscription Fee and the manner in which it is collected.

Neither Party shall have the right to use the other Party’s name, logo, trademark or other proprietary marks in connection with this Agreement, except as expressly authorized in writing by the other Party.

A. Affiliate may only use the Services in accordance with the terms and conditions set forth in this Agreement and in the Terms of Use. Affiliate is solely responsible for determining whether the Services are sufficient for its purposes, including but not limited to whether the Services satisfy Affiliate’s legal and/or regulatory requirements and are compatible with its operating systems. B. Affiliate acknowledges that Payment Guardian’s performance and delivery of the Services are contingent upon Affiliate providing timely, accurate, and complete data and timely compliance with any reasonable directions provided to Affiliate. C. Affiliate will use the Services only for the purposes set forth in this Agreement and not for any other purpose, including, but not limited to, any abusive, fraudulent, illegal, or inappropriate purposes. Affiliate shall comply with all federal, state, and local laws, rules, and regulations applicable to Affiliate’s business and its use of the Services. D. Affiliate shall at all times operate and direct all employees to operate in accordance with the requirements of the Services. E. Affiliate’s continued use of the Services and/or participation in the Program shall be deemed acceptance of any new versions of the Agreement. F.Affiliate accepts and agrees to the Wizer Terms of Service for the use of the online cyber security awareness training. Any breach of the Wizer Terms of Service may result in the termination or suspension of Affiliate’s account. G. Participation in the Referral Program is a voluntary decision of Affiliate and not required by Payments Guardian. However, to participate in the Referral Program, Affiliate must complete the application form for the Services, complete the Merchant Agreement with the payment processor, be approved by and process payment transactions through the processor, and maintain its account with the processor in good standing. If Affiliate ceases to use the Services, ceases to process transactions through the payment processor, and no longer has a good-standing account with the processor, it will no longer be able to participate in the Referral Program and will not receive Commissions. H. Affiliate is responsible for providing complete and accurate information for the application form and Merchant Agreement with the payment processor. Affiliate further acknowledges that Affiliate will be responsible for and assumes the risk of any issues resulting from the inaccuracy, incompleteness, and inconsistency of all such data supplied by Affiliate to Payments Guardian. I. To participate in the Referral Program, Affiliate agrees to refer customers to Payments Guardian who are seeking payment transaction services and assistance with PCI compliance. J. In its sole discretion, the payment processor has the right to accept or reject any Customer application submitted by Affiliate or discontinue or terminate services for any Customer. In this regard, Affiliate agrees not to make any representation to a potential Customer concerning the probability of acceptance of its application and further agrees to expressly indicate to any potential Customer that acceptance or rejection of its application is at the sole discretion of the payment processor.

The parties hereby agree and acknowledge that any breach or threatened breach of this Agreement by Affiliate may result in irreparable harm to Payments Guardian, for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event, Payments Guardian shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by Affiliate or those working on its behalf.

A. In exchange for Affiliate participating in the Referral Program and referring customers, Payments Guardian agrees to pay Affiliate a Commission based upon the Total Monthly Processing Volume (“TMPV”) of all the Customers referred by Affiliate according to the following schedule: B. The Commission will be based upon the Tiers of TMPV of all the Customers referred by Affiliate and the resulting percentage share of the revenue received by Payments Guardian from the processing fees paid by the Customers. Subscription Fee payments shall not be included in the calculation of TMPV. C. Payments Guardian will only pay Commissions to Affiliates for Customers referred by Affiliates who are paying the Subscription Fee and payment processing fees. Payments Guardian will NOT pay a Commission to Affiliate for the processing volume of other Customers referred by a Customer of Affiliate. D. The processing volume for commission payments will be computed monthly on the last day of each calendar month. E. Payments Guardian generally will pay Commission to Affiliate by the 30th day of the month following the month in which payment transactions occurred. F. If a Customer signs up for Payments Guardian without connection to any Affiliate, that Customer is considered unaffiliated, and no Commissions will be earned by any Affiliates for that Customer unless otherwise agreed to by Payments Guardian in writing. G. Affiliate is prohibited from inducing existing affiliated Customers to cancel or transfer their account in order to “unaffiliate” with a previous Affiliate and “re-affiliate” with Affiliate. H. Payments Guardian will make reasonable efforts to pay all earned Commissions. If Payments Guardian is unable to pay a Commission for any reason outside of Payments Guardian’s control, those Commissions may be forfeited at Payments Guardian’s sole discretion.

If more than one Affiliate claims to have referred a Customer to Payments Guardian, We shall determine, in Our sole discretion, which Affiliate will receive Commissions from the Customer's payment processing.

If any provision(s) of this Agreement, including any addendum, attachment, and schedule hereto, is determined to be invalid, illegal, void, or unenforceable by reason of any law, rule or regulation, administrative or arbitration order, judicial decision, or public policy, such provision(s) shall not affect any other provision of this Agreement. This Agreement shall be interpreted and construed as if the invalid, illegal, void, or unenforceable provision had not been included to the extent necessary to bring this Agreement within the requirements of such law, rule or regulation, administrative order, arbitration ruling, judicial decision, or public policy. In such event, the Parties agree to negotiate in good faith to modify this Agreement to carry out the Parties’ original intent as closely as possible and to the extent lawful.

NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL PAYMENTS GUARDIAN AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND INDEPENDENT CONTRACTORS BE LIABLE TO AFFILIATE FOR ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY WHATSOEVER, INCLUDING ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION OR DOWNTIME, OR LOSS OF OR DAMAGE TO DATA OR SOFTWARE. THE LIABILITY OF PAYMENTS GUARDIAN TO AFFILIATE SHALL NOT EXCEED THE AMOUNT PAID TO AFFILIATE FOR THE THREE CALENDAR MONTHS PRECEDING THE DATE OF THE EVENT THAT IS ALLEGED TO BE THE BASIS FOR THE CLAIM BY AFFILIATE OR $1,500, WHICHEVER IS LESS. THE REMEDIES SET FORTH ABOVE ARE AFFILIATE’S SOLE AND EXCLUSIVE REMEDIES FOR PAYMENTS GUARDIAN’S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS AGREEMENT AND OUR LIMITED WARRANTY. UNDER NO CIRCUMSTANCES WILL PAYMENTS GUARDIAN’S OBLIGATION OR LIABILITY HEREUNDER EXCEED THE LIMITED LIABILITY AMOUNT STATED IN THIS SECTION. HOWEVER, NOTHING IN THIS AGREEMENT SHALL PREVENT PAYMENTS GUARDIAN FROM SEEKING ANY AND ALL REMEDIES AVAILABLE TO IT IN LAW OR EQUITY.

YOU AND WE AGREE THAT ANY DISPUTE THAT CANNOT BE RESOLVED THROUGH THE NEGOTIATION PROCEDURES SET FORTH IN SECTION 12 WILL BE RESOLVED THROUGH ARBITRATION ON AN INDIVIDUAL BASIS. CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT ALLOWED. YOU MAY BRING A LEGAL MATTER ONLY ON BEHALF OF YOURSELF AND CANNOT SEEK RELIEF THAT WOULD AFFECT OTHER USERS OF OUR SERVICES OR THE REFERRAL PROGRAM.

This Agreement represents the entire agreement between Affiliate and Payments Guardian regarding the subject matter hereof and supersedes any prior agreement, oral or written, between the Parties.

Section headings in this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement. Further, the Agreement shall be construed without regard to the identity of the person who drafted its provisions and as though each party participated equally in its drafting.

Payments Guardian does not promise, guarantee, or warrant Affiliate’s business success, income, or sales. Affiliate understands, acknowledges, and agrees that Payments Guardian will not at any time provide sales leads or referrals. Affiliate understands and agrees further that neither Payments Guardian nor the Referral Program is a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

A. The original term of this Agreement shall commence with the date of this Agreement and shall continue for one year unless terminated sooner as provided in this Section. This Agreement shall automatically renew for consecutive one-year terms at the end of the original term and at the end of each renewal term unless Payments Guardian or Affiliate provides written notice of non-renewal to the other party at least 90 days before the end of any term. B. Either Affiliate or Payments Guardian may terminate this Agreement upon a breach by the other party of a term or condition of this Agreement and the failure of such breaching party to cure such default within 30 days after receipt of written notice of termination that specifies the breach. C. If, in our sole determination, You fail to pay the Subscription Fee or payment processing fees, You default in or make an attempt to breach any term or provision of this Agreement, You violate or allegedly violate any law, rule, or regulation as set forth in Section 2, whether in connection with Your use of the Services or otherwise, We may terminate the Agreement, freeze Your Commissions, and suspend Your access to the Services immediately at any time without notice to You. In the event this Agreement is terminated due to Your Default/Breach pursuant to this Section, You immediately forfeit all Commissions and any other payments owed to You whatsoever and whensoever without any further liability of Us to You. D. In the event of suspension of the Services pursuant to this Section, Payments Guardian shall not be liable for any resulting loss, damage, or expense whatsoever connected with such suspension. E. Affiliate agrees that if Payments Guardian, in good faith, deems that the prospect of Affiliate’s performance is impaired, such event shall be deemed to be a breach of this Agreement. If Payment Guardian terminates the Agreement because of Affiliate’s breach pursuant to this Section, Payments Guardian shall have no further obligation to pay any Commission to Affiliate. F. If this Agreement is terminated or canceled, all provisions that, by their nature, should survive will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, and class action waiver provisions. All representations and warranties undertaken by Affiliate shall also survive termination or cancellation of this Agreement. G. If this Agreement is terminated for any reason, Affiliate agrees to pay all unpaid Subscription Fees up to the date of termination. H. Payments Guardian may terminate this Agreement if Affiliate (i) sells, transfers, or assigns all or substantially all of its business to a third party that does not agree in writing to be bound by the terms of this Agreement or (ii) does not obtain prior written consent of Payments Guardian to such sale, transfer or assignment.

This Agreement may only be amended or modified through a written document executed by both Parties.

Payment Guardian’s Services may be subject to export controls under applicable law. Accordingly, Affiliate shall (i) remain in compliance with all requirements associated with these laws, (ii) cooperate fully with any audit related to these laws, and (iii) not utilize Payment Guardian’s Services in any country that the United States government embargoes. Affiliate represents that neither it, nor any of its owners, officers, directors, agents, representatives, and employees, or any other persons associated with or acting on its behalf: (a) have received or will receive any unlawful contribution, gift, entertainment, or other payment from Payments Guardian, (b) is a governmental entity, or (c) is in violation of, or will violate any applicable anti-corruption or anti-bribery law. Payments Guardian shall have an irrevocable right immediately to terminate this Agreement upon any breach of this section.

Affiliate’s rights under this Agreement are personal to Affiliate and may not be assigned by operation of law or otherwise. Affiliate shall not subcontract or delegate any performance of its duties or obligations without the prior, express written consent of Payments Guardian. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties and Affiliate’s and Payments Guardian’s successors and assigns.

A. Upon payment of all Subscription Fees and subject to the terms and conditions of this Agreement, Payments Guardian shall use commercially reasonable efforts to provide its Software-as-a-Service (SaaS) Web Application (“Services”), which will provide payment processing services for each Merchant Identification Number (“MID”) of Affiliate, online cyber security awareness training, and scanning of Affiliate's website. B. Payments Guardian reserves the right to update, modify, and change the terms of this Agreement at any time. We will seek to give you notice of the changes to the Services through Your email address. You agree to be bound by future updates and changes. However, if You do not wish to be bound by any future update and change, You may terminate this Agreement pursuant to Section 6. C. Payments Guardian shall maintain the application form on its website. The payment processor shall oversee the preparation of the Merchant Agreement and other documents necessary to process customer transactions. D. Payments Guardian shall pay a Commission to Affiliate for its referred Customers as provided in Section 4. E. Payments Guardian shall provide Affiliate with an identifying ID through which referred Customers will be associated with Affiliate for Commissions. F. Payments Guardian reserves the right at any time, with or without notice, to change, modify, alter, or discontinue the amount of the Commission due to Affiliate if the payment processor notifies Payments Guardian of a change in the processing rates, fees, payout, or revenue.

All matters relating to this Agreement, including any dispute, difference, controversy, cause of action, or claim (“Legal Matters”) shall be governed by and construed in accordance with the laws of the State of Mississippi without giving effect to any choice or conflict of law provision or rule. Further, Affiliate agrees to submit to the jurisdiction and venue of the courts of DeSoto County, Mississippi to the exclusion of any other venue.

Each Party shall indemnify, defend, and hold the other Party and its owners, officers, directors, agents, employees, and representatives harmless from and against any and all costs and expenses, including court costs, expenses of arbitration, expenses of litigation, attorneys’ fees and expenses, losses, liabilities, damages, causes of action, and claims and demands whatsoever and wheresoever, known or unknown, asserted or unasserted, arising out of this Agreement, including without limitation, those arising out of actions or claims based upon the alleged acts, errors, omissions or misrepresentations of either Party or its owners, officers, directors, agents, employees or representatives, the Services, or the conduct, operation, or any third-party claim or action of the Parties. Each Party agrees to indemnify and hold harmless the other Party and its owners, officers, directors, agents, employees, and representatives from any third-party claim or action for personal injuries, including death, or tangible property damage resulting from the indemnifying Party’s gross negligence or willful acts or omissions resulting from the Services (excluding third-party services) provided hereunder. If any claim is asserted against an indemnified Party and/or its owners, officers, directors, agents, employees, and representatives, written notice of such claim promptly shall be given to the indemnifying Party from whom indemnification may be sought. The indemnifying Party shall assume the defense of any claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party may employ its own counsel in any such case and shall pay such counsel’s fees and expenses. The indemnifying Party shall have the right to settle any claim for which indemnification is available; provided, however, that to the extent that such settlement requires the indemnified Party to take or refrain from taking any action or purports to obligate the indemnified Party, then the indemnifying Party shall not settle such claim without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in this Section and if reasonable notice and good faith efforts to find a reasonable solution were provided. A “Force Majeure Event” shall mean any act of God, war, riot, civil strife, an act of terrorism-domestic or foreign, embargo, governmental rule, regulation or decree, flood, fire, hurricane, tornado, or other casualty, earthquake, strike, lockout, or other labor disturbance, the unavailability of labor or materials to the extent beyond the control of the party affected, pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines, or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred and the anticipated effect on its performance.

Most MOTO businesses are forced into SAQ C-VT (84 questions) due to manual transactions. We solve this with PayGuard, an encrypted keypad that: ✔️ Qualifies for SAQ P2PE (reducing compliance from 84 to 21 questions). ✔️ Encrypts all transactions, keeping data out of scope. The result? A 75% reduction in PCI burden—without extra effort.

The Payment Card Industry Data Security Standard (PCI DSS) is an industry-mandated security framework designed to ensure that businesses that process, store, or transmit credit card data maintain a secure environment. It is enforced through agreements with payment networks (Visa, Mastercard, etc.), acquirers, and payment processors. Key Points About PCI DSS: Applies to any business that processes, stores, or transmits credit card data. A global industry standard, created by major card networks (Visa, Mastercard, etc.), to enhance payment security. Not a government regulation, but compliance is contractually required by payment processors and acquiring banks. Focuses on technical and operational security measures to protect cardholder data and reduce fraud risks. Non-compliance can result in penalties, fines from card networks, or the loss of the ability to accept card payments.

🔹 P2PE (Point-to-Point Encryption) encrypts card data at the moment of payment. However, not all P2PE solutions are PCI-certified. 🔹 PCI-Validated P2PE is an officially certified encryption solution listed by the PCI Security Standards Council. Certified PCI P2PE devices significantly reduce PCI compliance scope. Non-certified P2PE devices do not automatically reduce compliance requirements. 👉 At Payments Guardian, we only deploy PCI-Validated P2PE devices for our merchants. This ensures that merchants qualify for SAQ P2PE, reducing their PCI requirements.

MIA is our AI-powered compliance tool, securing e-commerce checkouts with Embedded Compliance: ✔️ Identifies & validates scripts to ensure compliance. ✔️ Takes an inventory & writes justifications for PCI approval. ✔️ Monitors Headers for unauthorized changes and alerts merchants. ✔️ Automates PCI reporting, reducing manual work. Unlike traditional PCI tools, MIA works in real-time, ensuring ongoing compliance without the hassle.

Most providers give you tools without considering PCI's impact. We strategically select solutions to qualify you for the lowest PCI scope possible: 🛒 E-Commerce: While tokenization & hosted pages are standard, we go further with MIA, which: ✔️ Identifies, validates, and justifies scripts to prevent compliance failures. ✔️ Monitors Header changes, alerting merchants to unauthorized modifications. ✔️ Automates PCI reporting, eliminating manual effort. 📞 MOTO (Mail/Phone Orders): Instead of requiring SAQ C-VT (84 questions), we provide PayGuard, a secure encrypted keypad that: ✔️ Qualifies you for SAQ P2PE—cutting compliance from 84 to 21 questions (75% reduction). ✔️ Protects transactions with end-to-end encryption. 🏪 Retail: Unlike providers still requiring SAQ B-IP or C, we only offer PCI P2PE-certified terminals—qualifying you for SAQ P2PE (21 questions instead of 84). Compliance isn’t an afterthought with Payments Guardian—it’s built into every payment solution.

Many providers still require SAQ B-IP or SAQ C, keeping merchants under high PCI burdens (84+ requirements). We exclusively deploy PCI P2PE-certified terminals, ensuring: ✔️ No readable card data in your environment. ✔️ SAQ P2PE eligibility (reducing compliance from 84 to 21 questions). ✔️ Stronger security & faster PCI validation. With us, compliance is built-in—not an extra burden

We don’t just process payments—we build compliance into your solution from day one to minimize risk and effort. Unlike others, we: ✅ Pre-select PCI-compliant solutions to reduce your PCI scope. ✅ Ensure e-commerce merchants qualify for SAQ A (removing 200+ requirements). ✅ Deploy only PCI-certified P2PE devices for retail & MOTO (reducing compliance by 75%). ✅ Automate compliance monitoring with MIA (Merchant Intelligence Assistant). We simplify security, eliminate unnecessary compliance steps, and protect merchants from hidden risks.

Most providers leave PCI compliance up to you—we design solutions that eliminate the complexity. 🚀 Pre-configured security: Every device and gateway automatically minimizes PCI scope. 🔐 Built-in compliance: MIA protects e-commerce transactions in real time. ⚡ Reduced PCI burden: Retail & MOTO merchants qualify for SAQ P2PE (21 questions, not 84). With Payments Guardian, you get security, compliance, and payments—without the extra work.

We ensure every e-commerce merchant qualifies for SAQ A by: ✔️ Providing fully hosted payment pages (no cardholder data on your site). ✔️ Embedding MIA, which: Monitors scripts for security threats. Takes an inventory and writes justifications. Notifies merchants of Header changes. With us, you eliminate 200+ PCI requirements, avoid security risks, and automate compliance.

Many merchants assume that using a PCI-compliant payment provider means they are automatically PCI-compliant—but that’s not the case. Most providers pass the compliance burden onto the merchant, meaning you still inherit hundreds of PCI requirements depending on how you process payments. 🚨 With Other Providers: A provider’s compliance does NOT automatically extend to you. Within the payments ecosystem, each party— from providers to merchants— has specific requirements to meet, a concept known as shared responsibility. You’re often responsible for self-managing compliance, manually filling out SAQ forms, and ensuring your setup meets PCI requirements. Many providers issue non-P2PE devices or direct API integrations, which can leave merchants with a higher PCI scope (SAQ B-IP or C), increasing compliance complexity. ✅ With Payments Guardian: We design your payment setup to qualify for the lowest possible PCI scope (e.g., SAQ A for e-commerce, SAQ P2PE for retail & MOTO). E-commerce merchants don’t just get a hosted checkout—we include MIA (Merchant Intelligence Assistant) to monitor, validate, and automate compliance for them. Retail and MOTO merchants receive PCI-certified P2PE devices, which reduce compliance from 84 to 21 questions—a 75% reduction. We eliminate compliance complexity before it becomes your problem. All necessary tools and solutions to meet PCI requirements are included within your subscription—no additional services are needed.

For Payments Guardian merchants, the SAQ you need depends on how you accept payments and how your payment systems are configured. Reach out to pci@paymentsguardian.com

PCI DSS applies to any business that accepts credit or debit cards, including: ✅ E-commerce businesses (online payments) ✅ Retail stores & POS systems (card-present payments) ✅ Standalone terminals (card-present, non-POS systems) ✅ MOTO (Mail Order/Telephone Order) merchants 💡 At Payments Guardian, we focus on simplifying PCI compliance for our merchants by reducing their compliance burden wherever possible.