Merchant Platform Agreement
Version v1.1-draft
This document was drafted as a template and does not constitute legal advice. It is pending review by licensed counsel and may change before execution.
1. Parties and Acceptance
This Merchant Platform Agreement (the "Agreement") is between Attestly ("Attestly", "we") and the business entity creating an Attestly account (the "Merchant", "you"). You accept this Agreement by checking the acceptance box at signup. The individual accepting represents that they are authorized to bind the Merchant. Continued use of the services after an updated version is posted and re-accepted constitutes acceptance of that version.
2. The Services
Attestly provides: (a) continuous compliance monitoring of the Merchant's storefront against Attestly's published rule set; (b) a configurable researcher verification gate and consent-logging system; (c) compliance reporting and attestation artifacts; and (d) where available and separately enabled, facilitation of the Merchant's own payment processing relationship with a third-party processor (such as Stripe). Attestly is a software provider. Attestly is NOT a payment processor, money transmitter, bank, law firm, or insurer.
3. Merchant of Record
The Merchant is the merchant of record for all sales on the Merchant's store. The Merchant is solely responsible for its products, product claims, marketing (including social media), order fulfillment, refunds, chargebacks, taxes, data protection, and compliance with all laws and card-network rules. Any payment processing account, including a connected account established with a processor through or alongside Attestly, is the Merchant's own account, governed by the processor's terms, and the processor independently decides whether to approve, maintain, or terminate it. Funds from the Merchant's sales are never held by Attestly.
4. Compliance Covenants
While this Agreement is in effect, the Merchant must: (a) maintain a passing Attestly compliance scan and remediate any high-severity finding within five (5) business days of notice; (b) keep the researcher verification gate, age attestation, research-use-only labeling, and consent logging active and unmodified except through the Attestly dashboard; (c) make no claims, statements, or marketing (on the store, in advertising, or on social media) that products are intended for human or veterinary consumption, dosing, diagnosis, treatment, or any therapeutic or cosmetic purpose; (d) publish and maintain accurate third-party certificates of analysis for products sold; (e) sell only products permitted under Section 5; (f) not misrepresent its business, products, or merchant category to any processor, bank, or card network; and (g) provide Attestly the read-only store access needed to perform monitoring. Breach of this Section is a material breach permitting immediate suspension under Section 10.
5. Catalog Restrictions
Unless and until expressly permitted in writing by Attestly and the applicable processor: (a) products containing active pharmaceutical ingredients of prescription-only drug products (including, without limitation, semaglutide and tirzepatide) may not be sold through any processing relationship facilitated by Attestly; and (b) the Merchant may not sell controlled substances, products subject to an FDA import alert specific to the Merchant, or products marketed for human use. Attestly may update the restricted catalog list on notice, and the Merchant must comply within five (5) business days.
6. Representations and Warranties
The Merchant represents and warrants that: (a) its products are sold solely for in vitro laboratory research use and are labeled accordingly; (b) all information it provides to Attestly and to any processor is true, accurate, and complete; (c) neither the Merchant nor any of its principals is listed on the Mastercard MATCH list or has been terminated by a payment processor for cause within the past five (5) years, except as disclosed to Attestly in writing before signup; (d) it is lawfully organized and authorized to operate; and (e) its execution of this Agreement does not violate any other agreement. Each representation is continuing and must remain true throughout the term.
7. Fees; Platform Fee; Payment Authorization
The Merchant will pay the fees stated on Attestly's pricing page or order form at signup, which may include a recurring software retainer, a one-time onboarding or readiness fee, and a refundable compliance deposit, each as disclosed before purchase. In addition, where the Merchant elects to process payments through Attestly's payments facilitation, a platform fee of three percent (3.0%) applies to each transaction, collected automatically as an application fee at the time of the charge, in addition to the processor's own processing fees. The Merchant authorizes Attestly to collect that platform fee on each transaction and to debit the Merchant's provided payment method or bank account for all other fees and for amounts owed under Section 8 (Indemnification). Fees are non-refundable except as stated at purchase or required by law. Attestly may update fees, including the platform fee percentage, on thirty (30) days' notice effective at the next billing cycle.
8. Indemnification (READ THIS SECTION CAREFULLY)
The Merchant will indemnify, defend, and hold harmless Attestly and its owners, officers, and agents from and against any and all losses, liabilities, fines, penalties, assessments, costs, and expenses (including card-network fines or assessments levied by or through any card network, processor, or acquiring bank, and reasonable attorneys' fees) arising out of or relating to: (a) the Merchant's products, content, claims, or marketing; (b) the Merchant's breach of this Agreement or violation of any law or card-network rule; (c) the Merchant's payment processing activity, including chargebacks, refunds, and fraud; or (d) any inaccuracy in the Merchant's representations. THIS OBLIGATION IS UNCAPPED AND SURVIVES TERMINATION OF THIS AGREEMENT. Attestly may set off amounts owed under this Section against any deposit held and may debit them under the authorization in Section 7.
9. Monitoring, Reporting, and Cooperation
The Merchant authorizes Attestly to continuously monitor the Merchant's storefront, products, marketing, and order activity for compliance, and to maintain an immutable audit record of scans, scores, and enforcement actions. The Merchant acknowledges that Attestly is contractually obligated to its processor partners to take reasonable steps to keep prohibited activity off their platforms and to promptly report detected fraudulent, deceptive, or unlawful activity. The Merchant consents to Attestly sharing scan results, findings, compliance scores, consent logs, the audit record, and account information with the Merchant's processor, acquiring bank, or card networks where required by those obligations, for fraud or fine mitigation, or by law, and agrees to cooperate in good faith with any related inquiry.
10. Compliance-Triggered Payment Suspension (the Kill-Switch)
As a condition of Attestly's payments facilitation, the Merchant agrees that Attestly continuously computes a compliance score for the Merchant's store, and that the Merchant's ability to process payments is conditioned on maintaining that score. If the Merchant's compliance score falls below the suspension threshold (by default 65 of 100) and the Merchant does not cure within the stated grace period (by default seventy-two (72) hours of notice), the Merchant authorizes Attestly to suspend the Merchant's payment processing automatically and without further notice, including by disabling Attestly's checkout integration and, where applicable, by requesting deactivation of the relevant processor capabilities on the Merchant's connected account. Attestly may also suspend processing immediately at its discretion where continued processing creates legal or card-network exposure. Processing is restored when the Merchant's score returns to the unlock threshold (by default 80) or upon Attestly's manual reinstatement. ATTESTLY IS NOT LIABLE FOR LOST REVENUE, LOST PROFITS, OR BUSINESS INTERRUPTION ARISING FROM A COMPLIANCE-TRIGGERED OR DISCRETIONARY SUSPENSION. The Merchant's continued obligations, including fees and indemnification, survive any suspension.
11. Term, Suspension, and Termination
This Agreement runs month to month and either party may terminate on notice effective at the end of the then-current billing period. Attestly may suspend the services, the Merchant's gate configuration, or any payments facilitation immediately where: (a) a high-severity finding is not remediated within its cure period; (b) the Merchant breaches Sections 4, 5, or 6; (c) a processor, bank, or card network requires it; or (d) Attestly reasonably believes continued service creates legal or network-rule exposure. Sections 3, 7 (as to amounts owed), 8, 9, 10, 12, 13, 14, and 15 survive termination.
12. Disclaimers
THE SERVICES ARE PROVIDED "AS IS". ATTESTLY DOES NOT WARRANT OR GUARANTEE: (a) APPROVAL BY, OR CONTINUED ACCEPTANCE FROM, ANY PAYMENT PROCESSOR, BANK, OR CARD NETWORK; (b) THAT THE MERCHANT IS OR WILL REMAIN COMPLIANT WITH ANY LAW OR REGULATION; OR (c) THAT MONITORING WILL DETECT EVERY ISSUE. COMPLIANCE SCORES AND ATTESTATIONS ARE FACTUAL REPORTS OF WHAT ATTESTLY'S TOOLS OBSERVED, NOT LEGAL ADVICE OR CERTIFICATIONS.
13. Limitation of Liability
EXCEPT FOR THE MERCHANT'S OBLIGATIONS UNDER SECTION 8, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS. ATTESTLY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES THE MERCHANT PAID TO ATTESTLY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
14. Dispute Resolution; Governing Law
This Agreement is governed by the laws of the State of Oklahoma, without regard to conflict-of-laws rules. The parties will first attempt good-faith negotiation, then non-binding mediation; any remaining dispute will be resolved by binding arbitration in Oklahoma County, Oklahoma, except either party may seek injunctive relief or collect amounts owed in a court of competent jurisdiction. Each party waives trial by jury and participation in class actions to the extent permitted by law.
15. General
If any provision of this Agreement is held unenforceable, the remainder stays in effect (severability). The Merchant may not assign this Agreement without Attestly's consent; Attestly may assign it in connection with a reorganization or sale. This Agreement, together with the pricing terms presented at signup and any personal guaranty executed in connection with it, is the entire agreement between the parties regarding its subject matter. Notices may be given by email to the addresses on file.
Exhibit A — Personal Guaranty
Executed separately by the Merchant's principal during onboarding, in their personal capacity.
PERSONAL GUARANTY
In consideration of Attestly providing services and facilitating payment processing for the Merchant, the undersigned individual ("Guarantor"), SIGNING IN THEIR PERSONAL AND INDIVIDUAL CAPACITY AND NOT ON BEHALF OF ANY ENTITY, absolutely and unconditionally guarantees the Merchant's payment and performance of its obligations under Section 7 (Fees) and Section 8 (Indemnification) of the Attestly Merchant Platform Agreement, including any card-network fines, penalties, or assessments for which the Merchant is responsible and fails to pay.
This is a guaranty of payment, not of collection: Attestly may proceed directly against the Guarantor without first exhausting remedies against the Merchant. The Guarantor waives notice of acceptance, presentment, demand, and notice of default to the extent permitted by law. This Guaranty is uncapped, survives termination of the Agreement as to obligations arising before termination, and is governed by Oklahoma law with disputes resolved as provided in Section 14 of the Agreement.
By typing their full legal name below and checking the acceptance box, the Guarantor acknowledges they have read this Guaranty, intend it as their electronic signature in their personal capacity, and agree to be personally bound.