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Gateway Services Addendum

This Gateway Services Addendum (the “Addendum”) is incorporated into and forms part of the Spiffy Terms of Service (the “Terms”) located at https://spiffy.co/legal/terms. Capitalized terms not defined in this Addendum have the meanings given in the Terms. This Addendum governs Merchant’s access to and use of the Gateway Services and supplements, but does not replace, the Terms.

Last Updated: December 16, 2025


1. Definitions

“Merchant” means any individual or entity that enables or uses the Gateway Services.

“Spiffy Checkouts” means Spiffy’s checkout, order management, and related commerce software offerings made available under the Terms.

“NMI” means Network Merchants, Inc., or its affiliates, whose technology underlies certain gateway functionality used in connection with the Gateway Services.

“Gateway Services” means the white-labeled payment gateway access made available by Spiffy that enables the transmission of payment transaction data to one or more third-party acquiring banks and payment processors.

“Gateway Software” means the NMI-based gateway platform or similar technology used to provide the Gateway Services.

“Preferred Processor Partner(s)” means one or more third-party payment processor partners that Spiffy may reference or introduce as recommended options for payment processing (for example, Impact Payment), but does not obligate Merchant to use any specific partner.

“Processor” means a bank, acquiring institution, or payment facilitator with which Merchant enters into a separate agreement to authorize, settle, and fund payment transactions.


2. Scope of Gateway Services

The Gateway Services are provided subject to this Addendum, the Terms, and all applicable third-party requirements, including those imposed by NMI, Processors, and card networks.

2.1 Software-Only Services

Spiffy provides Gateway Services solely as software and technical infrastructure. Spiffy does not provide merchant accounts, underwriting services, banking services, money transmission services, or payment processing services, and is not a financial institution or payment processor. Spiffy does not act as an agent, payment facilitator, independent sales organization (ISO), or representative of any Processor, card network, or financial institution, and has no authority to bind any such party.

2.2 Third-Party Processing Agreements

To process live transactions using the Gateway Services, Merchant must enter into a separate, legally binding agreement directly with a Processor. Spiffy is not a party to Merchant’s processing agreement and does not control or guarantee underwriting approval, pricing, reserves, holds, funding timelines, or transaction outcomes.

2.3 Non-Exclusive Preferred Partners

Spiffy may identify Preferred Processor Partners for convenience or integration support. Merchant is not required to use any specific Preferred Processor Partner and may use any Processor that supports NMI-compatible gateway integrations, subject to Processor and NMI requirements.


3. Pricing, Fees, and Billing Authorization

3.1 Gateway Fees

Gateway Services may be subject to recurring monthly fees, per-transaction or usage-based fees, and other charges as disclosed to Merchant during onboarding or in applicable pricing schedules.

3.2 Authorization to Debit Bank Account

Merchant authorizes Spiffy to initiate recurring electronic debits and, where applicable, credits to the bank account information provided by Merchant during onboarding or subsequently updated by Merchant, for all amounts owed for Gateway Services, including monthly fees, usage-based fees, optional services, equipment charges, and applicable taxes. This authorization shall remain in effect until Merchant properly terminates the Gateway Services in accordance with this Addendum. Merchant is responsible for maintaining accurate and current bank account information and for any fees, returns, reversals, or costs resulting from failed or rejected debits.

3.3 Subsidized Pricing and Account Dependencies

Gateway Services pricing may be subsidized or discounted for Merchants that maintain an active Spiffy Checkouts account. If Merchant cancels or loses access to its Spiffy Checkouts account, Spiffy may adjust Gateway Services pricing to then-current standard rates upon advance notice to Merchant. Spiffy may modify Gateway Services pricing or fees from time to time upon reasonable prior notice, except where immediate changes are required by law, Processor requirements, or NMI policies.

3.4 Separate Services and Termination

Cancellation or termination of Merchant’s Spiffy Checkouts account does not automatically cancel or terminate Gateway Services. Gateway Services must be canceled separately in accordance with this Addendum and the Terms.

3.5 Additional and Optional Fees

Merchant acknowledges that optional services, add-on features, point-of-sale hardware, equipment rentals, accessories, or related services made available in connection with the Gateway Services may incur additional fees. Such fees will be disclosed prior to purchase and may be billed separately or debited from Merchant’s authorized bank account.

3.6 Third-Party Fees

In addition to fees charged by Spiffy, Merchant is responsible for all fees, interchange, assessments, fines, penalties, or charges imposed by Processors, card networks, or other third parties. Such fees are not fees of Spiffy.


4. Use, Integration, and Compliance

4.1 Integration Flexibility

Merchant may use the Gateway Services with any checkout, platform, or software that integrates with NMI-based gateways, provided such use is permitted by the applicable Processor and NMI platform rules.

4.2 Compliance Obligations

Merchant is solely responsible for compliance with all applicable laws, regulations, card network rules, Processor requirements, and Payment Card Industry Data Security Standards (PCI DSS). Spiffy does not certify or manage Merchant’s PCI compliance.

4.3 Permitted Use

Merchant may use the Gateway Services only for lawful business activities approved by its Processor and in compliance with the Terms, this Addendum, and all applicable third-party requirements. Merchant may not use the Gateway Services for prohibited or high-risk activities identified by its Processor, applicable card networks, or NMI policies, as such lists may be updated from time to time.


5. Transactions, Funds Flow, and Risk

Gateway Services transmit transaction data to the Processor for authorization and settlement. All settlement, funding, chargebacks, refunds, reversals, and disputes are handled exclusively by the Processor under Merchant’s processing agreement.

Spiffy does not receive, hold, control, or disburse Merchant funds and has no responsibility for delayed, withheld, reversed, or disputed transactions.

Spiffy is not responsible for errors, outages, interruptions, or failures of any Processor, card network, acquiring bank, or third-party service, including authorization declines, settlement delays, or network unavailability.


6. Disclaimers and Limitation of Liability

6.1 Disclaimer of Warranties

Gateway Services are provided “AS IS” and “AS AVAILABLE.” Spiffy disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

6.2 Limitation of Liability

To the maximum extent permitted by law, in no event shall Spiffy be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, loss of data, or business interruption, arising out of or relating to the Gateway Services, even if advised of the possibility of such damages. Spiffy’s total aggregate liability relating to the Gateway Services shall not exceed the fees actually paid by Merchant to Spiffy for Gateway Services in the twelve (12) months preceding the event giving rise to the claim.


7. Indemnification

Merchant agrees to indemnify, defend, and hold harmless Spiffy and its affiliates from any claims, losses, liabilities, damages, penalties, or expenses arising from Merchant’s use of the Gateway Services, business activities, violations of law, Processor agreements, or this Addendum.


8. Suspension and Termination

Spiffy may suspend or terminate Merchant’s access to Gateway Services immediately, with or without prior notice, where required by law, Processor rules, NMI policies, or in response to security, fraud, or compliance concerns. Spiffy may also suspend or terminate Gateway Services if Merchant fails to maintain an active processing relationship, fails to pay fees when due, or violates this Addendum or the Terms.

Termination of Gateway Services does not terminate Merchant’s obligations under any separate processing agreement, which shall survive in accordance with its terms.


9. Relationship of the Parties

Nothing in this Addendum or the provision of Gateway Services creates or shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between Spiffy and Merchant. The parties are independent contractors, and neither party has authority to bind the other.


10. Governing Law and Integration

This Addendum constitutes a supplemental addendum to the Terms and is governed by the Governing Law and dispute resolution provisions set forth in the Spiffy Terms of Service. In the event of a conflict between this Addendum and the Terms, this Addendum controls solely with respect to Gateway Services.


By enabling or using the Gateway Services, Merchant agrees to this Gateway Services Addendum and the Spiffy Terms of Service.