Merchant Terms & Conditions

These Merchant Terms & Conditions ("Agreement") govern the relationship between Mighty Clover LLC ("we," "our," or "us") and the Merchant ("you," "your") in connection with the provision of payment decline recovery and retry services.

By registering for and using our services, you acknowledge and agree to these Terms.

1. Definitions

1.1 "Applicable Laws" means all applicable federal, provincial/state, and international laws, including but not limited to card network rules and the Payment Card Industry Data Security Standards.

1.2 "Customer" means an end user of Merchant who attempts to make a payment to Merchant.

1.3 "Customer Data" means personal and transactional data relating to Customers, including but not limited to: name, email address, billing address, transaction details, tokenized card references, authorization response codes, and decline codes. Customer Data does not include PAN, CVV, or magnetic stripe data, which we do not collect, process, or store.

1.4 "Decline Recovery Services" means the automated retry and recovery logic provided by us.

1.5 "Merchant Portal" means the web-based dashboard provided to Merchant to monitor transactions, recoveries, reports, and account status.

2. Scope of Services

2.1 We provide automated retry and recovery of declined transactions, including fraud filtering, dispute monitoring, and reporting.

2.2 We do not originate transactions independently; all retries occur via Merchant's existing payment gateway(s).

2.3 We may provide access to third-party services (e.g., Ethoca, RDR) to mitigate fraud and chargebacks.

3. Merchant Responsibilities

3.1 Compliance with Law: Merchant must comply with all Applicable Laws and card network rules.

3.2 Customer Disclosures: Merchant is responsible for informing Customers that:

• Declined transactions may be retried,
• Customer Data may be processed by us
• Merchant's privacy policy governs data use.

3.3 Data Accuracy: Merchant must ensure the accuracy of Customer Data provided to us.

3.4 System Security: Merchant must secure its own systems, maintain updated software, and safeguard access credentials to the Merchant Portal.

4. Data Processing & Compliance

4.1 We act as a data processor on behalf of the Merchant, who remains the data controller.

4.2 All Customer Data received by us is tokenized or non-sensitive; We do not store raw PAN or CVV.

4.3 All transmissions are encrypted using TLS 1.2 or higher. Data stored at rest is encrypted using AES-256 or equivalent.

4.4 Merchant remains responsible for compliance of its own payment systems and gateway integrations.

5. Fraud, Disputes, and Chargebacks

5.1 We provide fraud detection and dispute resolution tools but do not guarantee prevention of fraud or chargebacks.

5.2 All chargeback liability remains with the Merchant.

5.3 Merchant must provide proof of delivery, Customer consent, or transaction evidence upon request for dispute handling.

6. Fees and Settlement

6.1 Fees for Decline Recovery Services are defined in Merchant's commercial agreement.

6.2 Settlement amounts, less fees and applicable chargeback deductions, will be displayed in the Merchant Portal.

6.3 Chargeback and dispute-related fees are passed through to Merchant.

7. Confidentiality

7.1 Both parties agree to maintain confidentiality of all trade secrets, Customer Data, and proprietary information.

7.2 Confidential information may only be disclosed as required by law or with prior written consent.

8. Breach Notification & Security

8.1 In the event of a data breach affecting Customer Data, we will notify Merchant within 72 hours of discovery.

8.2 Notification will include nature, scope, and remediation actions.

8.3 Merchant is responsible for notifying Customers in accordance with Applicable Laws.

9. Term & Termination

9.1 This Agreement remains in force until terminated by either party.

9.2 Either party may terminate with thirty (30) days' written notice.

9.3 Upon termination, we will securely delete or anonymize Customer Data, subject to legal retention requirements.

10. Limitation of Liability

10.1 Our liability is limited to direct damages arising from proven negligence, capped at fees paid in the prior twelve (12) months.

10.2 We are not liable for:

• Merchant errors or omissions,
• Non-compliance by Merchant with data protection laws,
• Fraudulent or disputed transactions initiated by Customers.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Florida.