Equipment Terms and Conditions

These Equipment Terms and Conditions (“Terms”) apply to each equipment order form, SaaS fee order form, merchant authorization, fee schedule, invoice, or other ordering document (each, an “Order Form”) accepted by GOAT PAYMENTS ALLIANCE INC. (“GOAT,” “we,” “our,” or “us”) in connection with equipment purchased through GOAT (“Equipment”) and any software, Saas services, gateway services, device management services, support services, activation services, vendor services, or related products or services provided or made available in connection with such Equipment (collectively, “Related Services”).

These Terms are by and between GOAT and the merchant identified in the applicable Order Form (“Merchant,” “you,” or “your”). If an independent contractor, referral partner, or other representative of GOAT (“Agent”) submits, signs, approves, or elects to pay any amounts under an Order Form, then such Agent also agrees to be bound by these Terms with respect to such Agent’s payment, reimbursement, authorization, representation, and compliance obligations.

These Terms become effective with respect to each Order Form when the Order Form is signed, submitted accepted, or otherwise approved by GOAT. Each Order Form is subject to GOAT’s acceptance and approval.

1. Equipment Purchase. Subject to these Terms and the applicable Order Form, Merchant agrees to purchase the Equipment identified in the applicable Order Form. GOAT is not obligated to provide, ship, activate, or support any Equipment unless the applicable Order Form has been accepted by GOAT and all required approvals, authorizations, and payment arrangements have been completed.

All Equipment orders are subject to availability, vendor requirements, manufacturer requirements, processor requirements, sponsor bank requirements, underwriting, compliance review, and GOAT approval. GOAT may reject, delay, cancel, or modify any order if required by vendor availability, risk concerns, compliance requirements, merchant status, nonpayment, or operational limitations.

2. Fees and Payment Responsibility. Merchant, or Agent as applicable, agrees to pay all fees and charges identified in the applicable Order Form, including equipment charges, software fees, SaaS fees, gateway fees, device management fees, platform fees, support fees, shipping and handling charges, taxes, activation fees, vendor fees, replacement costs, restocking fees, cancellation fees, and other amounts disclosed in the applicable Order Form, fee schedule, invoice, or other written notice. Recurring fees for Related Services are referred to in these Terms as “SaaS Fees.”

The applicable Order Form will identify who is responsible for payment of the applicable fees and charges. Payment responsibility may be assigned to Merchant, Agent, or another approved payment structure accepted by GOAT in writing. If Merchant is responsible for payment, Merchant authorizes GOAT or its designated billing provider to charge Merchant for the amounts identified in the applicable Order Form, fee schedule, invoice, or other written notice.

If Agent elects or agrees to pay any fees or charges, Agent is responsible for such amounts in accordance with the applicable Order Form or fee election. Agent may pay such amounts directly or, if approved by GOAT, through deductions from residuals, commissions, bonuses, overrides, or other amounts payable by GOAT to Agent. If Agent elects to have fees or charges deducted from amounts payable by GOAT to Agent, Agent authorizes GOAT to deduct and offset such amounts from any residuals, commissions, bonuses, overrides, or other compensation payable by GOAT to Agent. This authorization applies to all amounts identified in the applicable Order Form or fee election and to any unpaid amounts for which Agent is responsible under these Terms. If Merchant rejects, disputes, reverses, refuses, or fails to pay any charge that Agent elected to pass through to Merchant, Agent remains responsible for such unpaid amounts unless the nonpayment was caused by GOAT’s billing error.

3. Cancellation of Recurring Services. SaaS Fees will continue until cancelled in accordance with GOAT’s cancellation procedures and any applicable vendor requirements. A cancellation request is not effective until processed and accepted by GOAT and, where applicable, the applicable vendor or service provider. Merchant or, if applicable, Agent remains responsible for all SaaS Fees incurred through the effective date of cancellation. Cancellation, termination, suspension, or non-use of processing services, Equipment, Merchant’s business, or any related merchant account does not automatically cancel SaaS Fees. SaaS Fees must be separately cancelled in accordance with GOAT’s procedures.
4. Merchant Authorization and Agent Responsibility. If Merchant is being charged for Equipment, SaaS Fees, or any other amounts under an Order Form, Merchant must sign or otherwise authorize the appliable Order Form, or other written approval accepted by GOAT.

Agent represents that any Order Form submitted by Agent is accurate, complete, authorized by Merchant, and submitted for a legitimate business purpose. Agent shall not submit any Order Form, payment election, registration request, or activation request unless Agent has obtained all required Merchant approvals and has accurately disclosed all Merchant facing charges. Agent is responsible for any losses, fees, penalties, vendor charges, or unrecovered amounts arising out of any unauthorized, inaccurate, misleading, or improper order, registration request, activation request, fee election, or Merchant representation submitted or made by Agent, except to the extent caused by GOAT’s billing error.

5. Delivery, Returns, and Replacements. Shipping and delivery dates are estimates only. GOAT is not responsible for vendor, manufacturer, carrier, supply chain, or delivery delays. Unless otherwise stated in the applicable Order Form, Merchant, or Agent as applicable, is responsible for all shipping, handling, taxes, insurance, replacement, and related charges. Risk of loss for Equipment passes to Merchant upon delivery to the shipping address identified in the applicable Order Form. If Equipment is defective upon delivery, Merchant must notify GOAT within three (3) business days after receipt. If GOAT determines that the Equipment is defective, GOAT may, in its discretion and subject to applicable vendor or manufacturer requirements, replace the Equipment with the same or substantially similar equipment, assist Merchant with the applicable warranty process, or provide another remedy made available by the applicable vendor or manufacturer. Returns, exchanges, cancellations, replacements, and refunds are subject to GOAT’s approval and any applicable vendor, manufacturer, or equipment provider requirements. Merchant or Agent, as applicable, is responsible for any restocking fees, cancellation fees, shipping costs, replacement costs, and unrecovered vendor charges, except to the extent caused by GOAT’s error.
6. Third Party Vendors and Warranty Disclaimer. Equipment, Related Services, warranties, updates, maintenance, and related services may be provided, manufactured, hosted, controlled, supported, or made available by third party vendors or service providers. GOAT does not manufacture Equipment or control third party service availability, updates, discontinuation, compatibility, support limitations, or vendor performance.

THE EQUIPMENT AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” EXCEPT TO THE EXTENT EXPRESSLY STATED OTHERWISE IN WRITING BY GOAT. GOAT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COMPATIBILITY, UPTIME, PERFORMANCE, CONTINUED AVAILABILITY, OR SUITABILITY FOR MERCHANT’S BUSINESS PURPOSES.

Any manufacturer, vendor, or service provider warranty, if available is provided solely by the applicable manufacturer, vendor, or service provider and not by GOAT.

7. Limitation of Liability. GOAT SHALL NOT BE LIABLE TO MERCHANT, AGENT, OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, EQUIPMENT, RELATED SERVICES, OR ANY THIRD PARTY VENDOR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY, EVEN IF GOAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GOAT’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDR FORM, EQUIPMENT, RELATED SERVICES, OR ANY THIRD PARTY VENDOR SERVICES SHALL NOT EXCEED THE AMOUNTS PAID TO GOAT FOR THE AFFECTED EQUIPMENT OR AFFECTED RELATED SERVICES UNDER THE APPLICABLE ORDER FORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Remedies; No Commissionable Revenue. GOAT may pursue all remedies available under these Terms, any applicable agreement, law or equity. If Merchant or Agent fails to pay amounts when due, submits or authorizes an improper order, caused GOAT to incur unrecovered vendor charges, or otherwise becomes responsible for amounts under these Terms, GOAT may recover such amounts from Merchant or Agent, as applicable. If Agent is responsible for any amounts under these Terms, GOAT may deduct, offset, recoup, or withhold such amounts from any residuals, commissions, bonuses, overrides, or other compensation payable by GOAT to Agent.

Unless explicitly stated in a written compensation schedule or other written agreement signed by GOAT, equipment charges, SaaS Fees, shipping charges, taxes, vendor fees, activation fees, cancellation fees, replacement fees, restocking fees, and similar charges are not residual revenue, commissionable revenue, net revenue, gross revenue, or any other compensation base payable to Agent.

9. General Terms. These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any action arising out of or relating to these Terms, any Order Form, Equipment, SaaS Fees, or related products or services shall be brought in the state or federal courts located in Los Angeles County, California.

Merchant and Agent may not assign or transfer any rights or obligations under these Terms or any Order Form without GOAT’s prior written consent. GOAT may assign these Terms, any Order Form, and any related rights or obligations to any affiliate, successor, purchaser of all or substantially all of GOAT’s assets or equity, or third party involved in providing, billing, administering, or supporting the applicable products or services.

These Terms, together with the applicable Order Form and any incorporated documents, state the agreement of the parties with respect to the subject matter hereof. GOAT may update these Terms from time to time, and updated Terms will apply prospectively to Order Forms submitted, signed, accepted, modified, or approved after the updated Terms are made available or otherwise provided.

Merchant and Agent may accept these Terms and any applicable Order Form by physical signature, electronic signature, checkbox, click acceptance, email confirmation, submission of an Order Form, authorization of payment, use of Equipment, activation of services, or other method accepted by GOAT. Any payment, reimbursement, authorization, deduction, offset, warranty disclaimer, limitation of liability, remedy, governing law, venue, and other provisions that by their nature should survive will survive termination, cancellation, or expiration.