declinedefence.com

These Terms and Conditions, along with the Ordering Documentation and the E-Signature Disclosure Agreement (available here) (“E-Signature Disclosure Agreement”), form a binding and enforceable agreement ("Agreement") between the merchant identified in the Ordering Documentation ("Merchant") and EPITASIS MEDIA INC. ("Decline Defense"). Each of the Merchant and Decline Defense is referred to as a "party" and collectively as the "parties."

This Agreement governs your engagement with Decline Defense concerning your access to Decline Defense Software, the Decline Defense Portal, and use of the Factoring Services and Documentation (as defined below).


‍

1.1. ACH Authorization means the authorization Merchant grants to Decline Defense, by providing its bank account details (including bank account name, bank routing number, and bank account number) to debit or credit its Merchant Bank Account in accordance with the terms of this Agreement.

1.2. Authorized User means those employees, contractors, and end users, as applicable, authorized by Merchant or on Merchant’s behalf to use the Decline Defense Portal and the Factoring Services in accordance with this Agreement.

1.3. Applicable Law means any and all applicable laws, regulations, rules, directives, statutes, orders, and guidelines, whether local, national, or international, existing from time to time, including data protection laws, the Restore Online Shoppers Confidence Act (ROSCA), Card Network Rules, and the Payment Card Industry Data Security Standard (PCI DSS).

1.4. Account Receivable means the invoice issued by the Merchant covering a payment request for delivered merchandise, sales, purchase orders, or services effectively provided.

1.5. Account Payable means the Account Receivable approved by Decline Defense and assigned by Merchant to Decline Defense in real-time, following a failed transaction.

1.6. Card Network Rules means all rules, regulations, and by-laws of the card network, as amended from time to time.

1.7. Chargeback means a return of money request based on a payment transaction the Customer disputes, including any prevention or auto-resolution services like CDRN, RDR, Ethoca, TC40, or SAFE.

1.8. Confidential Information means any information in any form, marked or otherwise considered confidential, relating to processes, products, customer lists, payment transactions, accounts, finance, trade secrets, or any contractual arrangements between the parties.

1.9. Customer means a person or entity that conducted a sale, purchase order, or other contract obligation with Merchant, creating the Account Receivables.

1.10. Customer Data means any information relating to a Customer, including contact information, payment details, credit card number, payment methods, KYC data, and information from credit checks, shared by Merchant to Decline Defense for Factoring Services.

1.11. Customer Purchase Price means the purchase price of each Account Payable, including taxes, shipping, and other fees, as determined by the Merchant prior to using the Decline Defense Factoring Services.

1.12. Documentation means any technical and operational manuals and guidelines issued by Decline Defense from time to time.

1.13. Factoring Fees means the fees payable by the Merchant to Decline Defense for the Factoring Services, including taxes and expenses, as detailed in the Ordering Documentation.

1.14. Factoring Services means the Decline Defense Portal, the Decline Defense Software, the Documentation, and any related services provided by Decline Defense to the Merchant as detailed in Section 2 below, including support services.1

.15. Force Majeure means events or circumstances beyond the reasonable control of a party, including acts of God, natural disasters, war, industrial actions, and failures of third-party services.

1.16. Intellectual Property Rights means any and all intellectual property rights, whether registered or not, including patents, trademarks, copyrights, design rights, and trade secrets.

1.17. Interchange Rate means 2% of the Customer Purchase Price.

1.18. Merchant Assets means the assets Merchant integrates with the Decline Defense Software to receive the Factoring Services, such as an application or e-commerce website.

1.19. Merchant Bank Account means an account with a credit institution held in the name of the Merchant or a third party, used to receive Settlement Amounts from Decline Defense and pay Fees to Decline Defense under this Agreement.

1.20. Merchant Frontend means any electronic sales facility operated by or on behalf of the Merchant through which Customers conduct transactions.

1.21. Notice Mechanism means the mechanisms Decline Defense offers to Merchant to notify Customers regarding the assignment of Account Receivables to Decline Defense.

1.22. Decline Defense Portal means the online portal provided by Decline Defense that allows the Merchant or its Authorized Users to view transaction information, Factoring Fees, Settlement Amounts, and to submit refund requests.

1.23. Merchant Information means information provided by Merchant during registration or onboarding for the Decline Defense Portal, including contact and billing information.

1.24. Ordering Documentation means documents such as term sheets, ordering forms, or registration forms where the parties agree to commercial terms like implementation dates and Factoring Fees.

1.25. Payment Method means any payment method available for executing transactions, including credit cards, debit cards, wire transfers, and direct debits.

1.26. PCI DSS means the Payment Card Industry Data Security Standard compliance requirements.

1.27. Refund means the payment returned to the Customer for returned goods, canceled services or subscriptions, or as determined by the Merchant. An “Approved Refund” is one that the Merchant has approved and notified Decline Defense about.

1.28. ROSCA means the Restore Online Shoppers Confidence Act.

1.29. Settlement Amount means the total amount of the Accounts Payables per Settlement Time Period, minus the Factoring Fee, Approved Refunds, and Chargeback Amounts, paid by Decline Defense to the Merchant.

1.30. Settlement Time Period means the time window in which Account Payables are recorded for settlement, typically monthly unless specified otherwise in the Ordering Documentation.

1.31. Software means Decline Defense's software enabling Merchant to handle failed payment transactions for their Customers.

3.1. The Merchant shall implement the Software as per the Documentation and protect its network infrastructure to prevent data compromise. The Merchant must install updates and comply with Decline Defense's instructions.

3.2. The Merchant is responsible for all activities in the Decline Defense Portal and must notify Decline Defense of any unauthorized use. Decline Defense is not responsible for unauthorized access caused by Merchant's failure to manage access credentials.

3.3. The Merchant must not prevent or delay the payment of the Account Payable to Decline Defense or fulfill its commitments under this Agreement. Disputes between the Merchant and its Customers must not delay Merchant’s obligations to Decline Defense.

3.4. The Merchant must provide Decline Defense with e-signatory authorization as per the E-Signature Disclosure Agreement to facilitate the Factoring Services.

3.5. The Merchant authorizes Decline Defense to initiate electronic credit and debit entries to the Merchant Bank Account as per the ACH Authorization. This authorization complies with U.S. law and the Operating Rules of the National Automated Clearing House.

3.6. The Merchant must:
Provide clear information about its identity and business address on the Merchant Frontend.
Send Customers confirmation emails with transaction details, terms and conditions, and customer service contact information.
Share the Merchant’s privacy policy and data sharing practices with Customers.
Inform Customers that their payment obligations may be assigned to Decline Defense and include a notice of assignment in the Merchant’s terms and conditions.

3.7. The Merchant must comply with Card Network Rules and avoid any illegal or infringing activities. The Merchant is responsible for its products and services and will indemnify Decline Defense for any disputes arising from Merchant’s goods or services.

3.8. The Merchant acknowledges that Decline Defense is not responsible for Merchant’s goods and services. Disputes with Customers or third parties must be resolved by the Merchant, and the Merchant must indemnify Decline Defense for any related losses.

3.9. The Merchant represents and warrants compliance with applicable laws, including performing anti-money laundering checks and obtaining necessary consents and licenses for using the Factoring Services.

‍

4.1. Decline Defense will perform the Factoring Services professionally and with reasonable care, skill, and competence.

4.2. Decline Defense will maintain the functionality of the Software and Factoring Services and minimize errors and interruptions.

4.3. Decline Defense warrants that the Software does not infringe third-party rights and that Merchant’s

4.4. Decline Defense has, and shall remain during the Term, in compliance with Applicable Laws, including the requirements and obligations imposed under Article 9 of the Uniform Commercial Code or the Federal Trade Commission Act. The Factoring Services or any part of this Agreement shall not be inconsistent with any obligation Decline Defense may have to any other person or entity. Decline Defense has implemented a compliance management system, including policies, procedures, internal controls, etc., to promote compliance with relevant federal consumer financial laws and regulations, including those concerning unfair, deceptive, or abusive acts or practices.

4.5. Decline Defense will apply the Notice Mechanism as determined by the Merchant.
‍
‍
‍

5.1. In consideration of the Factoring Services, Decline Defense shall retain the Factoring Fees it is entitled to from the Merchant as outlined under the Ordering Documentation and provide the Merchant with the Settlement Amount.

5.2. The Settlement Amount for each Invoice Assignment Time Period will be calculated as the sum of Decline Defense Purchase Amounts for the Assigned Invoices in that Invoice Assignment Time Period minus the Settlement Deductions in the Invoice Assignment Time Period. The Settlement Amount is settled and transferred to the Merchant Bank Account within the Settlement Timeframe, which is set as ten working days, unless otherwise specified in the Ordering Documentation.

5.3. The Merchant shall provide Decline Defense with complete and accurate information regarding the Merchant Bank Account. The Merchant will notify Decline Defense in writing in advance of any change to the Merchant Bank Account (other than general administrative changes).

5.4. Decline Defense shall withhold any Settlement Amount in the event of any dispute. Once such dispute is resolved, Decline Defense shall transfer the Settlement Amount (or part of the Settlement Amount, as appropriate) to the Merchant Bank Account.

5.5. Any and all reports, Settlement Amounts, refunds, and any applicable information are available to the Merchant through the Decline Defense Portal.

5.6. The Factoring Fees are quoted exclusive of value-added tax (“VAT”). In case VAT or any other sales tax is or becomes chargeable, Decline Defense will add such tax to the amount payable but shall, where required, provide information on the net amount, the amount of tax, and the tax rate applied. Further, the currency is set by the Customer location and the Merchant will bear the costs of currency exchange rates, foreign exchange differences, commissions, etc., which shall be applied by Decline Defense at its sole discretion.

‍

6.1. The Merchant must promptly inform Decline Defense of any Refund and the Refund amount. Approved Refunds shall be reimbursed to the Customer either by Decline Defense or the Merchant. In the event the Account Payable has already been collected by Decline Defense, the reimbursement will be processed by Decline Defense. If not, the reimbursement will be processed by the Merchant, and the related Account Payable amount due by the Customer to Decline Defense will be accordingly updated or voided. It is hereby clarified that the Factoring Fees shall be paid and owed to Decline Defense, including in the event of an Approved Refund, for all Accounts Payable processed via the Factoring Services, irrespective of whether the Customer is reimbursed by Decline Defense or the Merchant.

6.2. For Refunds processed more than one hundred and twenty (120) days after the date of purchase or for Approved Refunds processed more than sixty (60) days after the termination of this Agreement (to the extent Decline Defense, in its sole discretion, permits any Approved Refunds following the termination of this Agreement), the terms of this section shall not apply, and Decline Defense shall have no liability to the Merchant with respect to such Refunds. Without limiting this section, any assistance Decline Defense may provide to the Merchant to effect payments to Customers for any Refund for such goods shall be at Decline Defense's sole and absolute discretion.

6.3. The Merchant shall reimburse Decline Defense for any suffered Chargeback. Any reimbursement under this section is calculated as the Customer Purchase Price plus a chargeback amount of 35 USD per chargeback (“Chargeback Amount”), unless otherwise defined in the Ordering Documentation.

6.4. From time to time, Decline Defense, when receiving a Chargeback request, may reasonably require the Merchant to provide proof of delivery of the goods or services, such as proof of supply of services or goods and, in the case of physical goods, provide the shipping carrier name, tracking number, and confirmation that the goods were delivered to the address specified by the Customer when making a transaction.

8.1. Subject to Merchant compliance with the terms imposed under this Agreement, Decline Defense hereby grants the Merchant a non-transferable, non-exclusive, worldwide license, during the Term, to use and embed the Software within the Merchant Frontend.

8.2. All Intellectual Property Rights in the Factoring Services, the Software, Documentation, and any part thereof, including any and all derivatives, changes, and improvements thereof, lie exclusively with Decline Defense. Merchant shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Service or any part thereof for any purpose or use it to build a competitive service or product; (ii) not represent that it possesses any proprietary interest in the Service, Software, or any part or derivative thereof; (iii) not directly or indirectly, take any action to contest Decline Defense's Intellectual Property Rights or infringe them in any way; (iv) except as specifically permitted herein, not copy any part or content of the Factoring Services, reports, or documentation other than for Merchant's own internal business purposes; and (v) not remove the copyright, trademark, and other proprietary notices contained on or in the Factoring Service or Software.

8.3. All Intellectual Property Rights in the Merchant Information, Merchant Frontend, and any modifications, enhancements, and derivatives thereof lie exclusively with the Merchant or its licensors. The Merchant permits Decline Defense to use their name, logo, and details of their website in any of Decline Defense's marketing materials, including via posts on social media (including but not limited to Facebook, Twitter, LinkedIn, and Instagram), and in directory listings of Decline Defense's merchants. The Merchant can, however, notify Decline Defense that they would like their name, logo, and/or details of their website removed from this marketing material or would prefer Decline Defense to use a different image in its directory listings, and Decline Defense will do so as soon as reasonably practicable. The Merchant grants Decline Defense a fully-paid, non-exclusive, non-transferable limited license, during the Term, to (i) use the Merchant Information solely for the provision of the Factoring Services hereunder; and (ii) use their legal name or trade name, logo, and details of their website in the Customer flow and other customer interactions. The Merchant shall retain all Intellectual Property Rights in such names. Other than the foregoing license rights, Decline Defense shall not obtain any right, title, or other interest in or to the Merchant's name by virtue of this Agreement. Upon termination of this Agreement, all license rights conveyed by Merchant to Decline Defense shall cease, and all such rights shall revert to Merchant.

8.4. The receiving party agrees
(i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein;
(ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement;
(iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, the receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. The confidentiality obligations hereunder shall expire five years from the date of termination or expiration of this Agreement (and with respect to trade secrets - in perpetuity) and shall supersede any previous confidentiality undertakings between the parties.

9.2.   EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD OR BREACH OF CONFIDENTIALITY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY UNDER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY MERCHANT TO Decline Defense DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

9.3. Decline Defense shall defend, indemnify, and hold harmless Merchant and its Representatives from and against any claims, damages, costs, liabilities, and expenses (including reasonable attorneys’ fees) (collectively “Losses”) arising out of or related to any claim that the Software infringes any third-party intellectual property right. Merchant shall defend, indemnify, and hold harmless Decline Defense and its Representatives from and against any Losses incurred by any third party, including Customers, arising out of Merchant's breach of this Agreement. Indemnification hereunder shall be conditioned upon the indemnified party’s responsibility to:
(i) notify the indemnifying party of the claim immediately upon becoming aware thereof,
(ii) allow the indemnifying party to assume full control of the defense and settlement of such claim, and
(iii) reasonably cooperate with the indemnifying party in the defense and settlement of the claim.


‍

10.1. This Agreement shall commence upon the Effective Date (as defined under the Ordering Documentation), and will continue until terminated by either party according to this Section (“Term”).

10.2. Either party can terminate this Agreement for convenience by giving 30 days written notice to the other party.

10.3. Either party may terminate this Agreement immediately by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within ten (10) days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

10.4. Decline Defense may suspend Merchant's access to the Services by giving the Merchant written notice if: (i) necessary to protect Decline Defense's rights, Services, or Software against any harm, including but not limited to fraud or malicious activity, security risk; and (ii) the Merchant is subject to an Insolvency Event; (iii) Decline Defense is unsuccessful in crediting Merchant's account designated by the Merchant’s ACH Authorization; and (iv) Decline Defense reasonably believes that continuing to process Account Receivables is in breach of Applicable Laws.

10.5. Without derogating from the above, upon Decline Defense's notification and within Decline Defense's sole discretion, Decline Defense may withhold or setoff Settlement Amounts (“Reserve”) due to the Merchant in connection with the Merchant’s Chargebacks, Approved Refunds, material breach of this Agreement, or any illegal or fraudulent conduct. The amount and time of the Reserve will be reasonably determined by Decline Defense as necessary to protect Decline Defense’s interests under this Agreement.

10.6. Upon termination of this Agreement, Merchant will immediately cease use of the Factoring Services and all rights and licenses granted herein by Decline Defense shall be terminated immediately. Each party shall return to the other party or destroy (at the disclosing party’s option) all of the other party's Confidential Information in its possession, and any outstanding undisputed Fees shall become due and payable.

10.7. Upon the termination of this Agreement, any sections which by their nature survive termination, shall survive any termination or expiration of this Agreement.

‍

11.1. Decline Defense may issue publicity or general marketing communications concerning its involvement with the Merchant, including publication on Decline Defense's website.

11.2. All notices or other communications hereunder shall be in writing and given in person, by registered mail, or email transmission with written confirmation of receipt, addressed to the address set forth:

C/O Sagent Management, 691 S. Milpitas Blvd, Suite 212, Milpitas, CA 95035, email: legal@decline-defense.com

For the Merchant:

As defined in the Ordering Documentation.

All notices and other communications delivered in person or by courier service shall be deemed to have been given on the business day following transmission, and those sent by registered mail shall be deemed given three calendar days after posting.

11.3. This Agreement constitutes the entire agreement between Merchant and Decline Defense and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of this Agreement. Decline Defense reserves the right to periodically revise these Terms and Conditions at its sole discretion; such changes will be effective immediately upon the display of the revised Terms and Conditions. The last revision date will be reflected in the “Last Updated” header above. When material changes to these Terms and Conditions occur, Decline Defense will provide prior notice to the Merchant.

11.4. Merchant shall not transfer or assign its rights or obligations under this Agreement to any third party. Any purported assignment contrary to this section shall be void.

11.5. If any part of this Agreement is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect.

11.6. A party ("Affected Party") shall not be deemed to be in breach of this Agreement or otherwise liable to the other party ("Non-affected Party") for any delay in performance or any non-performance of any of its obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event of Force Majeure, provided that the Affected Party has used reasonable endeavors to mitigate the effect of the event of Force Majeure and to carry out its obligations under this Agreement in any other way that is reasonably practicable.

11.7. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right, or remedy in that or any other instance.

11.8. This Agreement shall be governed by the laws of the State of Delaware, notwithstanding any conflict of law rules, and the Federal Arbitration Act and federal arbitration law apply to this Agreement. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in Wilmington, Delaware, before one arbitrator, to be mutually agreed upon. Any arbitration under this provision must be on an individual basis, and class actions are not permitted. The arbitration shall be administered by Judicial Arbitration and Mediation Services pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the “Expedited Procedures” described therein. Judgment on the award may be entered by any court having jurisdiction. The Parties each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property. In all arbitrations, each party will bear the expense of its own counsel, experts, witnesses, administrative fees, and expenses, and preparation and presentation of evidence at the arbitration. If for any reason this arbitration clause is deemed inapplicable or invalid, both Merchant and Decline Defense waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages, any right to pursue any claims on a class or consolidated basis or in a representative capacity, and any right to a jury trial.

11.9. No failure or delay by a party in exercising any of its rights hereunder or under Applicable Law will be construed as a waiver or release of that right or any other right or remedy, nor will any single or partial exercise of such rights preclude or restrict the further exercise of such rights. A waiver of any breach of any provisions of this Agreement will not constitute a waiver of any other breach and will not affect the other provisions of this Agreement. Any waiver must be in writing to be effective.

11.10. Termination of this Agreement shall not affect either party’s accrued rights or liabilities or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination (including, without limitations, provisions relating to the payment of Fees and other amounts due, indemnities, and confidentiality undertakings).

11.11. The Merchant and Decline Defense are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.

11.12.   A person who is not a party to this Agreement shall have no rights under this Agreement or to enforce any term of this Agreement.

‍