CloudJunction Advisors, Inc. — Client Payment Processing Agreement
This Client Payment Processing Agreement (“Agreement”) is entered into by and between CloudJunction Advisors, Inc., a corporation headquartered in Ontario, Canada (“CloudJunction,” “we,” “us,” or “our”), and the entity or individual electronically accepting these terms (“Client,” “you,” or “your”).
CloudJunction provides a software platform and related services, referred to in this Agreement as the “CloudJunction Platform.”
CloudJunction partners with Finix Payments, Inc. (“Finix”) to facilitate payment processing, clearing, and settlement services through Finix’s proprietary payment platform, referred to in this Agreement as the “Payments Platform.”
By using the CloudJunction Platform and integrated payment processing services, you agree to comply with the terms set out below.
1. Incorporation of Third-Party Terms and Beneficiaries
1.1 Finix Terms of Service.
Access to the Payments Platform is provided strictly subject to your acceptance of, and compliance with, the Finix Terms of Service and the Finix Privacy Policy. You expressly agree to comply fully with the Finix Terms of Service.
1.2 Right to Modify.
You acknowledge and agree that the Finix Terms of Service and Finix Privacy Policy may be updated from time to time at Finix’s sole discretion and without prior notice.
1.3 Third-Party Beneficiary.
Finix Payments, Inc. is an express third-party beneficiary of this Agreement. Finix has the right to enforce the terms and conditions of this Agreement directly against you.
1.4 Termination by Finix.
You acknowledge that Finix may terminate the Finix Terms of Service and your access to the Payments Platform at any time, as permitted by the Finix Terms of Service.
2. License Grant and Restrictions
2.1 Limited License.
Subject to this Agreement, you are granted a limited, non-exclusive, revocable right to access and use the Payments Platform solely for the purpose of processing transactions on behalf of your customers.
2.2 Compliance with Laws.
You shall use the Payments Platform in full compliance with all applicable local, state, and federal laws (“Applicable Law”) and the rules, policies, and standards of applicable payment networks, including Visa, Mastercard, and Discover (“Payment Network Rules”).
2.3 Prohibited Activities.
You shall not use the Services to conduct any prohibited or restricted business or service. You shall not process payments for goods or services provided by anyone other than yourself.
3. Transaction Processing and Fulfillment
3.1 Delivery Timeframes.
Unless explicitly approved in writing through a signed amendment, you shall not accept payments for goods or services more than twenty-four (24) hours prior to the shipment or provision of such goods or services.
3.2 Account Updater Services.
If you use account updater services to update customer payment information, you must disclose all required information in your agreements with your customers, as required under Applicable Law and the Payment Network Rules. This includes disclosing that customers may request removal of their stored cards and/or terminate their recurring transaction agreements.
4. Refund and Return Policies
4.1 Written Policy.
You must maintain a written refund policy that complies with all Payment Network Rules and Applicable Law. You must clearly and conspicuously disclose this policy to all of your customers.
4.2 Prohibited Refund Practices.
You shall not make a refund or adjustment in cash, except where expressly required or permitted by Applicable Law or the Payment Network Rules.
4.3 Refund Limits.
The amount of any refund must not exceed the amount of the original transaction, except for any specific amount that you agree to reimburse a customer for return postage. You shall not accept any payment from a customer as consideration for issuing a refund.
5. Chargebacks, Disputes, and Financial Liability
5.1 Complete Liability.
You are solely responsible and liable for any and all losses, liabilities, damages, costs, expenses, fees, fines, assessments, penalties, or other amounts associated with your transactions, including chargebacks, refunds, adjustments, ACH returns, or other disputes, collectively referred to as “Disputes.”
5.2 Information Sharing.
You grant CloudJunction clear and sufficient authorization to communicate and transmit your information to Finix through the Payments Platform, including all information and evidence necessary for managing and contesting Disputes.
5.3 Right of Offset.
CloudJunction and Finix reserve the right to debit your connected bank accounts or withhold settlement funds to cover the cost of any Disputes, chargebacks, or associated fees.
6. Data Privacy and Security
6.1 Data Processing Disclosure.
CloudJunction may process and share data about you and your end-users with third parties, including without limitation Finix, in connection with the provision of the Services.
6.2 PCI-DSS Compliance.
You must maintain compliance with Payment Card Industry Data Security Standards, commonly referred to as PCI-DSS.
6.3 Remediation and Fees.
If non-compliance is detected, you agree to promptly remediate the non-compliance. You shall be financially responsible for any PCI-DSS non-compliance fees assessed due to your failure to complete required assessments, including the Level 4 Self-Assessment Questionnaire, or failure to maintain required security standards.
Finix reserves the right to immediately suspend your access to the Services to prevent further non-compliance.
7. Point of Sale Equipment
7.1 Acceptable Use.
If applicable, you shall ensure that Point of Sale equipment (“POS Equipment”) is used only for commercial purposes and strictly within the United States.
7.2 Location Registration.
If POS Equipment is registered to a specific location, you shall not move such equipment to a new location without properly registering the device to its new location and downloading the local device configuration.
7.3 Prohibition on Tampering.
You shall not uninstall, replace, or tamper with the software installed on the POS Equipment unless explicitly instructed to do so by CloudJunction or Finix.
7.4 Indemnification for Security Breaches.
You agree to indemnify, defend, and hold harmless CloudJunction and Finix from and against any and all claims arising out of or resulting from real or claimed breaches of security and compromising of transaction data originating within any POS Equipment in your custody.
8. Disclaimers of Warranty
8.1 No Warranties from Finix.
Finix disclaims any warranty of any kind directly to you, including, without limitation, any warranty of title, merchantability, fitness for a particular purpose, or non-infringement.
9. Limitation of Liability
9.1 Disclaimer of Damages.
In no event shall Finix be liable directly to you for any damages, whether direct or indirect, incidental, special, consequential, or otherwise, arising in connection with this Agreement or your use of the Payments Platform.
10. Indemnification
10.1 Indemnification by Client.
You agree to indemnify, defend, and hold harmless CloudJunction, Finix, and their respective affiliates, officers, employees, representatives, and agents from and against any third-party claims, fines, penalties, losses, costs, damages, or expenses arising out of or resulting from:
- Your breach of this Agreement;
- Any disputes between you and your customers;
- Your negligence, willful misconduct, or violation of Applicable Law;
- Your failure to comply with Payment Network Rules.
11. Client Responsibilities
You are responsible for ensuring that your use of the CloudJunction Platform, the Payments Platform, and any related payment processing services remains compliant with this Agreement, Applicable Law, Payment Network Rules, and any third-party terms that apply to the Services.
You are also responsible for maintaining accurate business, banking, customer, transaction, refund, and compliance information as required for payment processing, dispute management, and regulatory purposes.
12. Suspension or Termination of Services
CloudJunction and/or Finix may suspend, restrict, or terminate your access to the Services if you breach this Agreement, fail to comply with Applicable Law or Payment Network Rules, engage in prohibited activity, create unacceptable risk, or fail to remediate compliance or security concerns.
Suspension or termination of Services does not relieve you of any payment obligations, dispute liabilities, chargeback responsibilities, indemnification obligations, or other obligations that arose before the date of suspension or termination.
13. Updates to These Terms
CloudJunction may update these Terms & Conditions from time to time to reflect changes in our Services, payment processing requirements, third-party provider terms, legal obligations, security standards, or business practices.
When updates are made, the revised version will be posted on this page with an updated “Last Updated” date. Continued use of the Services after the updated Terms & Conditions are posted constitutes acceptance of the revised terms.
14. Contact Information
If you have questions about these Terms & Conditions or your use of the Services, please contact CloudJunction Advisors, Inc. through the appropriate support or customer service channel provided to you.
Last Updated: October 21, 2025
