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X-CD Payments – Sub-Merchant Agreement

This Sub-Merchant Agreement (“Agreement”) is entered into by and between X-CD Technologies Inc. (“X-CD,” “we,” “our,” “us”) and the undersigned customer (“Sub-Merchant,” “you,” “your”).

This Agreement governs your use of X-CD Payments ‘Powered by Finix’ to accept card and electronic payments for your events, memberships, and related services.

  1. Purpose

X-CD provides a software platform and payment services through Finix Payments, Inc. (“Finix”) and its bank partners.

This Agreement sets out your responsibilities as the legal merchant of record for all transactions processed through your account.

  1. Relationship of the Parties
  • You are the seller of goods/services to your attendees, members, exhibitors, speakers donors, etc.
  • X-CD and Finix act as your service providers, not as buyers or guarantors of your sales.
  • All proceeds belong to you, subject to deductions described below.
  1. Use of X-CD Payments
  • You must comply with all Finix Sub-Merchant Terms of Service (incorporated by reference).
  • You must provide accurate business, tax, and banking information and keep it current.
  • You agree to comply with all applicable card-network rules, PCI DSS, AML/KYC laws, and any restrictions published by X-CD or Finix.
  • X-CD and Finix may suspend or terminate your access for suspected fraud, non-compliance, or excessive chargebacks.
  1. Payouts and Reserve Vault
  • X-CD Payments will collect payments on your behalf and settle net proceeds to your designated bank account.
  • To protect against chargebacks, refunds, and other losses, X-CD will withhold a percentage of each payout (the “Reserve Vault”) in an interest-free, non-segregated account
  • The Reserve Vault percentage and release schedule will be stated in your onboarding form (e.g., 5 % of gross transaction volume held for 180 days).
  • Reserve funds may be used by X-CD to cover any chargebacks, disputes, fines, penalties, unpaid fees, or other losses associated with your account.
  • Any unused balance of your Reserve Vault will be released to you within 180 days after the later of (a) termination of this Agreement or (b) resolution of all pending disputes.
  1. Chargebacks, Refunds, and Liability
  • You are solely responsible for all chargebacks, refunds, ACH returns, disputes, and any fines or penalties imposed by the card networks or banks related to your transactions.
  • X-CD and Finix may debit your settlement funds or Reserve Vault to recover such amounts.
  • If settlement funds and reserves are insufficient, you agree to reimburse X-CD immediately upon demand.
  • You agree to maintain appropriate refund policies, fulfilment practices, and documentation to defend chargebacks.
  1. Compliance and Audits
  • You must maintain records of all transactions for at least 2 years and provide them upon request.
  • You authorize X-CD and Finix to audit your compliance with this Agreement and applicable laws/rules.
  1. Data Security
  • You must not store raw cardholder data outside the X-CD/Finix platform.
  • All sensitive data is tokenized and processed by Finix’s PCI DSS Level 1-certified systems.
  1. Indemnification

You agree to indemnify and hold harmless X-CD, Finix, and their respective officers, directors, and employees against any losses, claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorney’s fees) arising out of:

  1. Your transactions, products, or services;
  2. Chargebacks, fraud, or disputes involving your customers;
  3. Your breach of this Agreement, Finix’s TOS, or applicable laws.
  1. Suspension and Termination
  • X-CD may suspend or terminate your access immediately if required by Finix, a bank, a card network, or if we detect fraud or high dispute levels.
  • Either party may terminate this Agreement upon 30 days’ written notice.
  • Upon termination, X-CD will continue to hold the Reserve Vault until all outstanding obligations are satisfied.
  1. Limitation of Liability
  • X-CD is not liable for your losses, lost revenue, lost profits, or any indirect or consequential damages arising out of payment processing.
  • Our maximum liability to you is limited to the amount of fees you paid to us in the 3 months preceding the event giving rise to the claim.
  1. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

  1. Entire Agreement

This Agreement, together with Finix’s Sub-Merchant Terms of Service and your onboarding form, constitutes the entire agreement regarding X-CD Payments.