Partner Terms of Service

1. Introduction and Scope

The operational, legal, and commercial standards for the partnership between Constellation Payment Processing Inc. (“Constellation,” “we,” “us,” or “our”) and its Partners are defined within this document.

Serving as the primary governing framework for the Payment Processing Services provided by Constellation, this text outlines the professional requirements, compliance standards, and risk protocols that ensure the security and integrity of the collective processing ecosystem.

Adherence to these standards ensures that all parties remain in compliance with Card Brand Rules and applicable regulatory requirements.

The following sections describe the baseline operational standards and responsibilities that apply to all payment processing activities conducted through our platforms. These provisions are established to maintain a transparent and secure environment for Payment Processing Services across all partnered platforms.

2. Shared Responsibilities

General Standards

The shared responsibilities and obligations of each party are established to ensure a high standard of service, regulatory compliance, and data integrity. Detailed operational roles, including support, implementation, and marketing duties, are further defined in the Partner Roles and Responsibilities, which is incorporated into these Terms by reference.

Resolution of Conflicts Regarding Fees

Constellation shall not be liable for more than a single residual payment for each single Partner. If any third party should make a claim for any residual or referral fee or part thereof, then the fee earned shall be apportioned among the claimants as determined by us in our sole discretion. We shall make a reasonable effort to consult with all relevant parties regarding any such apportionment.

Professional Services

Before merchants are migrated from any Constellation platform to another, a Statement of Work (SOW) will be created and agreed upon by both parties. An SOW can be requested by either party for the purpose of continuing or enhancing payment services and must be agreed upon prior to any work being performed.

Integration

Each Partner is required to integrate into the Constellation platform(s) unless otherwise agreed upon in writing. We will provide a certification letter upon completion.

• If the Partner adjusts their integration or adds services without our knowledge, Constellation shall not be liable for any resulting fines or processing failures.
• Conversely, if we adjust the integration without giving Partner proper notification and reasonable time for research and development, Constellation shall be liable for any resulting fines or processing failures.

Residual Dispute Window

Partner shall have ninety (90) days from the date a residual report is made available to Partner to submit any written notice disputing the calculation, allocation, or payment of residuals. Any residual report not disputed within such ninety (90) day period shall be deemed final, binding, and accepted by Partner, and Partner irrevocably waives any right to challenge such residuals thereafter.

Residual Conflict Resolution

In the event of a dispute regarding residual ownership, merchant attribution, or referral entitlement, Constellation’s determination shall be final and binding, provided such determination is made in good faith.

3. Residuals and Funding

Compensation Structure

Constellation shall provide Payment Processing Services and pay Partner residuals as set forth in the executed Partner Agreement. Residuals are calculated based on net revenue; the specific financial variables and payout percentages are maintained in the private commercial records between the parties.

Operational Standards

The mechanics of residual calculation, payout timing, minimum thresholds, and reporting procedures are governed by the Residual Funding Policy. This policy may be updated by Constellation upon reasonable notice, provided that updates required by regulatory authorities, sponsor banks, or Card Brands may be implemented immediately.

Payout Logistics

Residual Payments earned in a particular calendar month shall be issued no later than the last business day of the following calendar month. For affiliated entities, payments shall be facilitated via internal corporate transfer or other established accounting methods.

Minimum Threshold

In no event will earned Residual Payments be distributed until the balance exceeds $100.00. Any amount below this threshold will carry over to the next calendar month and continue to accumulate until the minimum is reached.

Reporting and Verification

Partner will be provided with a monthly report detailing the calculations. Partner has thirty (30) days from the receipt of the report to notify Constellation of any discrepancies; after which time the report and payment shall be deemed final and accepted.

Fee Adjustments

Constellation reserves the right to adjust fees and Buy-Rates upon thirty (30) days’ prior written notice. Any increases in Interchange, Network Fees, sponsor bank costs, or regulatory assessments shall be passed through immediately and without prior notice. Partner acknowledges that such changes do not constitute grounds for immediate termination.

Tax Responsibility

Each party shall be responsible for its own federal, state, and local taxes, including but not limited to income, payroll, sales, or use taxes, arising from the performance of these Terms. Constellation shall not be responsible for any taxes that the Partner is legally obligated to pay as a result of the residuals or fees earned through this partnership.

Residual Survival

Upon termination of the partnership for convenience, Partner shall continue to receive residuals for merchants boarded prior to the effective date of termination, subject to the terms of the Residual & Funding Policy. Residuals shall immediately terminate in the event termination results from Partner fraud, material breach, regulatory non-compliance, or violation of Constellation Payments or Card Brand Rules.

4. Merchant Onboarding and Verification

Application Process

Constellation shall provide Partner with the Merchant Terms of Service and the Merchant Processing Agreement, which constitute the commercial and legal framework for the merchant relationship. Partner shall use only the most current versions of these documents and will be notified by Constellation when updates become available.

The enrollment process must ensure each merchant’s clear acceptance of the Merchant Terms of Service; Partner shall not materially change or alter the manner in which this acceptance is obtained without specific prior written authorization from Constellation.

SaaS Integration and Branding

To provide a cohesive experience, Partner may adjust the visual styling (such as color or font) and embed the Merchant Processing Agreement within its own commercial agreements. However, the language, structure, and legal substance of the documents cannot be altered or deviated from without specific prior written consent from Constellation.

Data Integrity

Partner shall not submit any information in the Merchant Processing Agreement or otherwise that it knows to be incorrect, incomplete, or misleading. Partner shall notify us immediately if it becomes aware of any such inaccuracies.

Sole Discretion

Constellation shall have the sole discretion to refuse to provide payment services to a prospective merchant or to terminate any merchant's use of the payment services at any time, in accordance with our risk and compliance protocols.

Identity Verification

Although we or our agents bear primary responsibility for identity verification as required by law, Partner shall reasonably assist us in obtaining any additional information or documentation required to verify the identity of a merchant.

No Regulatory Representation

Partner shall not represent itself as a payment processor, sponsor bank, acquiring bank, or Card Brand, nor make representations regarding underwriting decisions, transaction holds, or compliance determinations, which remain solely within Constellation’s authority.

5. Confidentiality and Data Security

Definition of Confidential Information

“Confidential Information” means all non-public, business, or technical information disclosed by either party, including but not limited to product plans, customer lists, designs, financial data, and the specific terms of the Partner Agreement.

Privacy and Data Tracking

Partner’s use of the Payment Processing Services and Constellation’s platforms is subject to our Privacy Policy and Cookies Policy. These policies outline how we collect, protect, and utilize data to secure the processing ecosystem and are incorporated into these Terms by reference.

Obligations of Protection

Each party agrees to protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own similar information. Neither party shall use Confidential Information except as necessary to perform its obligations under these Terms or disclose such information to any third party without prior written consent.

Exceptions

Confidentiality obligations do not apply to information that is: (a) already known to the receiving party; (b) independently developed; (c) publicly available; or (d) required to be disclosed by law or regulatory authority.

Data Security Compliance

Both parties shall maintain industry-standard administrative, physical, and technical safeguards to protect the security and confidentiality of any sensitive data, including Cardholder Data, in accordance with PCI DSS and applicable privacy laws.

Security Incident Notification

In the event of a suspected or actual data breach involving merchant or cardholder data, the affected party shall notify the other party without undue delay and cooperate in any necessary remediation efforts.

Data Ownership

Constellation retains all right, title, and interest in all transaction-level data, risk data, performance metrics, and derived analytics generated through the Services, including aggregated and anonymized data.

6. Intellectual Property

Ownership

Constellation retains all rights, title, and interest in and to the Payment Processing Services, including all software, hardware, documentation, and proprietary platforms.

Limited License

Partner is granted a limited, non-exclusive, non-transferable, and revocable license to use our trademarks and logos solely for the purpose of promoting the Services as permitted under these Terms.

Usage Restrictions

Partner shall not reverse engineer, decompile, or attempt to derive the source code of any Constellation platform, nor shall Partner remove any copyright or proprietary notices from our materials.

7. Publicity and Marketing

Prior Consent

Partner agrees that Constellation may include Partner’s name and logo in promotional materials, presentations, and on its website for the purpose of identifying Partner as a customer of Constellation. Except as provided herein, neither party shall issue a formal press release regarding this partnership without the other party's prior written approval.

Mandatory Content Approval

All merchant-facing terms and conditions, marketing copy, or legal disclosures that pertain to, reference, or describe Constellation’s services must receive written approval from Constellation prior to being published or distributed.

Revocation

Constellation reserves the right to require the immediate removal or modification of any approved materials if regulatory standards change or if the usage is deemed non-compliant by Constellation.

8. Audit and Inspection

Right to Audit

Upon reasonable notice, Constellation (or its designated representatives) shall have the right to audit and inspect Partner’s books, records, and digital platforms to the extent necessary to verify compliance with these Terms, Card Brand Rules, and data security requirements.

Cooperation

Partner agrees to provide all reasonable assistance and access to information required for such audits. If an audit reveals a material deficiency or breach of these Terms, Partner shall remediate the deficiency immediately at its own expense.

9. No Exclusivity

This partnership is non-exclusive. Both Constellation and Partner acknowledge that they are free to enter into similar agreements with other parties, provided that such agreements do not result in a breach of the confidentiality or service obligations defined herein.

10. Representations and Warranties

Each party represents and warrants that: (a) it has the necessary corporate power and authority to enter into this Terms of Service; (b) it will conduct business in a manner that reflects favorably on the other party; and (c) it will make no false or misleading representations with respect to the other party.

11. Indemnity

Each party will indemnify, defend and hold the other party and its affiliates, officers, directors, and employees harmless from and against all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from any third party claim based on a breach or alleged breach by the Indemnifying Party of any representation or warranty specified in Section 10.

Partner shall indemnify Constellation from any losses, fines, penalties, or assessments arising from Partner’s failure to comply with data accuracy obligations, chargeback execution responsibilities, merchant communications, or marketing representations.

12. Limitation of Liability

13. Term and Termination

Term

The initial term shall be as defined in the Partner Agreement, continuing month-to-month thereafter.

Termination

Either party may terminate for convenience with thirty (30) days’ advance written notice.

Breach

Either party may terminate upon written notice if the other party materially breaches and fails to correct the breach within ten (10) days following written notice.

Survival

Any provision which by its nature should survive termination (including Confidentiality, Indemnity, and Limitation of Liability) shall remain in effect.

14. General Provisions

Governing Law

These Terms are governed by the laws of the State of New York.

Compliance with Laws

The parties agree to abide by all applicable state and federal laws, the Rules, and any other regulations adopted by NACHA or the Card Brands.

Force Majeure

Neither party shall be liable for any failure or delay in performance (except for the payment of money) on account of events beyond the reasonable control of such party, including acts of God, war, terrorism, or governmental action.

Relationship between the Parties

Constellation and Partner are independent contractors. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship. Neither party has the power to bind the other or incur obligations on the other’s behalf. Partner is not authorized to enter into contracts or transact business in Constellation's name.

Equitable Relief

A breach of any confidentiality or proprietary rights provision may cause irreparable damage. Consequently, Constellation may seek an injunction enjoining any breach or threatened breach.

Electronic Records and Signatures

This partnership may be managed through electronic means. All electronic records and signatures are governed by our e-Signature Disclosure.

Regulatory & Card Brands

Partner shall at all times comply with all applicable federal, state, and local laws, and the Payment Network Rules (collectively "the Rules"). Partner acknowledges that the Rules are incorporated into this Agreement by reference and are available for review at the following locations:

• Visa Core Rules & Visa Product and Service Rules
• Mastercard Rules
• American Express Merchant Operating Guide
• Discover Network Operating Regulations
• NACHA (ACH) Operating Rules

Surcharging Compliance and Liability

Partner is strongly encouraged to utilize the Constellation Surcharging Solution to ensure compliance with Card Brand Rules. If Partner elects to implement an independent or third-party surcharging program, Partner assumes sole and absolute liability for ensuring such program complies with all applicable laws and Network Rules. Partner shall indemnify and hold Constellation harmless from any fines or penalties assessed by the Networks or regulatory bodies resulting from an independent program.

Notices

All official legal notices, including notices of breach or termination, must be in writing. Notices to Constellation should be sent to the address listed in the Partner Agreement with a copy to [email protected]. Notices to Partner will be sent to the email address or physical address provided during the onboarding process.