Merchant Services Agreement

1. Parties and scope

This Merchant Services Agreement (“Agreement”) is entered into between Viridian Labs (“Forte,” “we,” “us”) and the business or individual that registers a Forte merchant account (“Merchant,” “you”). It governs your use of the Forte payment platform, including the embed widget, hosted checkout, merchant dashboard, payouts, and any related services we provide at viridianlabs.co/pay.

By creating a Forte merchant account or accepting a payment through Forte, you agree to be bound by this Agreement, our Acceptable Use Policy, and the underlying terms of our payment processor, Stripe Inc. (“Processor”).

2. Definitions

• Buyer— an end customer who pays a Merchant through Forte.
• Connect Account— the Stripe Connect Express account created on your behalf during onboarding.
• Payout— the transfer of settled funds from your Connect Account to your linked bank account or debit card.
• Standard Payout— a no-fee transfer that arrives in 2–3 business days.
• Instant Payout— a 1% fee transfer that arrives in your linked debit card within ~30 minutes, 24/7.
• Application Fee— the platform fee Forte charges per transaction; if any, it will be disclosed before account activation.

3. Account creation and verification

To accept payments through Forte, you must register a merchant account and complete identity and business verification (KYB) via our Processor. By submitting verification information, you represent that all information is accurate and that you are authorized to act on behalf of the business you register.

We may suspend or close any account that submits false, incomplete, or inconsistent information. We may also request additional documentation at any time for compliance with anti-money-laundering (AML), counter-terrorist-financing (CTF), and tax-reporting law.

4. Merchant obligations

• You must operate a lawful business and only accept payments for goods or services you are authorized to sell.
• You must not engage in any business or activity listed in our Acceptable Use Policy.
• You must clearly disclose your identity, refund policy, and contact information to Buyers at the point of sale.
• You must keep your account credentials and API keys secret and rotate any key suspected of compromise.
• You are responsible for all tax obligations on revenue you receive through Forte.

5. Fees and payouts

Pricing is published at viridianlabs.co/pay#pricing and applies to every transaction processed through Forte.

• Per-transaction fee. 2.9% + $0.30 for U.S. cards; 1.5% surcharge for international cards; 0.8% (capped at $5) for ACH debits.
• Standard payouts.Free. Funds typically arrive in 2–3 business days, subject to your bank’s settlement schedule.
• Instant payouts. 1% fee per payout, $0.50 minimum, deducted from the payout amount.
• Disputes and chargebacks. $15 fee per dispute. The disputed amount may be debited from your Connect Account pending resolution.
• Refunds. Original Forte and Processor fees are not returned. You may issue full or partial refunds at any time within 90 days of the original charge.
• Fee changes. We will notify you at least 30 days in advance of any increase to the per-transaction fee; you may close your account before the new fee takes effect.

6. Reserves and holds

We may place a reserve or temporary hold on funds in your Connect Account if (a) we detect unusual activity, (b) chargeback or dispute rates exceed industry thresholds, (c) the Processor requires it for compliance, or (d) we have a reasonable belief that funds may be reversed. Reserves are released as soon as the underlying risk is resolved.

7. Refunds, disputes, and chargebacks

• Buyer disputes are governed by the rules of the underlying card network and our Processor; we follow those rules and submit any evidence you provide on the dispute deadline.
• You agree to respond to dispute notifications within seven days. Unresponded disputes are typically forfeit.
• You agree to maintain a chargeback rate below 1% of monthly transaction volume. Sustained breach may result in account suspension.

8. Termination

You may close your account at any time from the merchant dashboard. We may suspend or terminate your account immediately if you (a) breach this Agreement, the Acceptable Use Policy, or applicable law, (b) submit fraudulent verification information, or (c) operate in a manner that exposes Forte, the Processor, or Buyers to undue risk.

On termination, settled funds are paid out to your linked bank account on the standard schedule, less any pending chargebacks, refunds, or reserves.

9. Limitation of liability

To the maximum extent permitted by law, Forte’s liability under this Agreement is limited to the total fees you have paid us in the 90 days preceding the event giving rise to the claim. We are not liable for any indirect, incidental, consequential, or punitive damages, including lost profits or loss of goodwill, even if advised of the possibility of such damages.

10. Indemnification

You agree to indemnify and hold harmless Forte, Viridian Labs, and our Processor from any claim, loss, or expense arising out of (a) your breach of this Agreement, (b) your sale of goods or services, (c) any tax obligation related to your revenue, or (d) any dispute between you and a Buyer.

11. Governing law and disputes

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-law principles. Any dispute arising under this Agreement will be resolved in the state or federal courts located in Travis County, Texas. Both parties waive the right to a jury trial.

12. Changes to this Agreement

We may amend this Agreement from time to time. Material changes will be communicated by email at least 30 days in advance. Continued use of Forte after the effective date of an amendment constitutes your acceptance of the revised terms.

13. Contact

Questions about this Agreement may be sent to hello@viridianlabs.co.