Direct Processing Merchant Terms

Last Updated: July 15, 2026

These Direct Processing Merchant Terms (the "Terms") are between GrabMore USA LLC, a Florida limited liability company doing business as GrabMore ("GrabMore"), and the business or legal entity accepting these Terms ("Merchant"). The individual accepting represents that they have authority to bind Merchant.

These Terms apply solely when Merchant connects and uses its own approved payment processor account with GrabMore. These Terms include the fee disclosure displayed in the Merchant Dashboard before activation, the Data Processing Addendum, Acceptable Use Policy, applicable processor terms, campaign disclosures, and any direct-processing order form or onboarding terms accepted by Merchant.

1. Definitions

"Connected Processor" means the Merchant's own approved payment processor made available through GrabMore. The processor account must be owned and controlled by Merchant and approved for connection to the Services.

"Customer" means a purchaser, recipient, holder, or user of a Digital Gift Card.

"Digital Gift Card" means a Merchant-specific stored-value card, code, QR code, link, account record, or similar electronic device issued and delivered electronically through the Services. GrabMore does not issue a physical plastic card unless expressly agreed in writing.

"Gross Gift Card Sales" means the total amount actually charged to Customers for Digital Gift Card purchases before refunds, chargebacks, taxes, processor fees, or GrabMore fees. It does not mean the face value when the card is sold at a discount.

"Merchant Content" means Merchant names, marks, images, descriptions, locations, restrictions, prices, and other information supplied by or for Merchant.

"Platform Fee" means the GrabMore fee displayed in the Merchant Dashboard before Merchant activates Direct Processing and recorded as part of Merchant's acceptance at signup.

"Services" means GrabMore's website, hosted pages, software, checkout, delivery, balance, redemption, reporting, support, integrations, fraud controls, and related services.

2. Services

GrabMore allows Merchant to create, market, sell, electronically deliver, administer, track, and redeem Merchant-specific Digital Gift Cards and approved promotions.

Services may include a GrabMore subdomain or hosted page, customer checkout, communications, balance and redemption tools, fraud controls, reporting, support, and integrations with processors and point-of-sale systems.

GrabMore does not guarantee minimum sales, traffic, revenue, campaign performance, processor approval, or uninterrupted availability. GrabMore may modify non-material features and replace or discontinue an integration.

3. Merchant onboarding and verification

Merchant must provide accurate legal name, trade name, address, contact details, ownership and authority information, tax information, bank or processor details, required licenses, and other information reasonably requested for identity, sanctions, fraud, processor, tax, or legal compliance.

Merchant authorizes GrabMore and its providers to verify this information. Merchant must keep it current and promptly notify GrabMore of:

• ownership, legal-name, location, or bank changes;
• closure, insolvency, bankruptcy, or material financial distress;
• processor restrictions, termination, reserves, or negative balances;
• loss or suspension of a required license;
• material complaints or government inquiries; and
• any event that could affect outstanding Digital Gift Cards.

GrabMore may delay activation or require additional information before enabling payment or payout features.

4. Merchant is the issuer, seller, and primary obligor

Merchant is the issuer, seller, and primary obligor of every Digital Gift Card bearing Merchant's name or redeemable from Merchant.

Merchant's obligation to honor a valid Digital Gift Card is independent of:

• Merchant's continued use of GrabMore;
• whether Merchant has received a payout;
• Merchant's processor status;
• termination of this Agreement;
• sale or transfer of the business;
• a dispute between GrabMore and Merchant; or
• the availability of a particular redemption integration.

Merchant must honor the full available face value according to the terms disclosed before purchase and applicable law. Merchant may not add undisclosed restrictions or require an additional purchase unless that requirement was clearly disclosed and lawful.

5. Gift-card compliance

Merchant is responsible for the legality, accuracy, and fulfillment of each campaign.

For purchased Digital Gift Card value, Merchant must:

• honor the full available balance;
• not impose an expiration date;
• not impose dormancy, inactivity, maintenance, or post-sale service fees;
• treat a discounted purchased card as purchased value, not an expiring coupon;
• identify all participating locations and material restrictions before sale;
• permit partial redemption unless a lawful restriction is clearly disclosed;
• comply with cash-redemption rules where applicable;
• maintain records and financial capacity sufficient to honor outstanding cards; and
• comply with federal, state, and local gift-card, consumer, advertising, tax, licensing, and unclaimed-property laws.

Merchant may issue a separate expiring promotional or bonus card only when no separate identifiable charge was paid for that value, the promotion is legally eligible, and required disclosures appear before issuance and on the promotional card.

Merchant must not use GrabMore to create cross-merchant value, a general-purpose wallet, reloadable general-purpose funds, person-to-person transfers, cash-out, or payments to unrelated persons.

6. Listings, campaign approval, and Merchant Content

Merchant is responsible for the accuracy, completeness, legality, and currency of Merchant Content, including business information, card values, discounts, locations, hours, exclusions, redemption methods, and refund contacts.

Merchant grants GrabMore a worldwide, non-exclusive, royalty-free license during the Agreement to host, reproduce, display, distribute, format, and promote Merchant Content for the Services and Merchant's campaigns.

Merchant represents that it owns or has permission to use Merchant Content and that it does not infringe intellectual property, privacy, publicity, or other rights.

GrabMore may reject, edit for formatting, suspend, or remove content that is inaccurate, misleading, unlawful, unsafe, incomplete, inconsistent with processor rules, or likely to harm Customers or GrabMore.

Merchant must approve the final campaign disclosure before publication. GrabMore's review does not transfer Merchant's legal responsibility to GrabMore.

7. Direct Processing structure

Merchant connects its own Connected Processor using the processor's authorization process. Merchant authorizes GrabMore to use only the permissions reasonably necessary to provide the enabled integration, which may include creating and reading orders, payments, refunds, fees, locations, and related records.

Under these Terms:

• Merchant is the seller and issuer of each Digital Gift Card and is the merchant of record for Customer payments;
• the Customer payment is processed in Merchant's Connected Processor account;
• the Connected Processor settles Merchant's sale proceeds directly to Merchant;
• GrabMore does not receive, hold, control, or settle Merchant's Gross Gift Card Sales proceeds, except that the Connected Processor may separately remit GrabMore's accepted Platform Fee;
• Merchant is responsible for processor fees, reserves, disputes, chargebacks, refunds, negative balances, taxes, and processor compliance;
• the Platform Fee may be collected through a processor-supported application fee, app-market subscription or metered billing, developer disbursement, a card or bank account authorized by Merchant, ACH debit, invoice, or another billing method disclosed before activation; and
• Merchant must keep the Connected Processor account active and in good standing.

Merchant authorizes the Connected Processor to calculate, deduct, bill, or remit GrabMore's Platform Fee when Merchant accepts a processor-supported billing method.

Merchant may revoke processor access, but revocation does not eliminate completed transactions, fees, refunds, disputes, chargebacks, data-retention duties, or outstanding Digital Gift Card obligations. GrabMore may immediately pause new sales or integration-dependent functions after disconnection.

8. Pricing and fee disclosure

GrabMore's Platform Fee is displayed in the Merchant Dashboard before Merchant activates Direct Processing and is recorded as part of Merchant's acceptance at signup. The accepted disclosure or order form states the fee rate, calculation basis, billing method, and any included services.

Unless otherwise stated in the accepted disclosure, the Platform Fee is calculated on the amount paid by the Customer, not the Digital Gift Card's face value. Merchant's payment-processing fees and other processor charges are separate unless the accepted disclosure expressly states otherwise.

Merchant authorizes GrabMore and the Connected Processor to calculate, invoice, deduct, debit, charge, or remit amounts due using the accepted billing method.

GrabMore may change future pricing on at least 30 days' notice. Merchant may stop new sales or disconnect before the change takes effect. A pricing change does not affect fees already earned, completed transactions, refunds, disputes, chargebacks, or outstanding Digital Gift Cards.

9. Fee billing and adjustments

GrabMore may calculate the Platform Fee based on transaction records received from the Connected Processor and GrabMore systems.

Depending on the Connected Processor and the billing method accepted by Merchant, the Platform Fee may be collected:

• as a per-transaction application fee;
• through metered app usage billing;
• through an app subscription or processor invoice;
• through a developer disbursement or revenue-share mechanism;
• by authorized card or ACH debit; or
• by invoice payable within 15 days.

Unless the Connected Processor collects the Platform Fee per transaction or on another displayed schedule, GrabMore may calculate and bill it monthly. Processor reporting timing may cause adjustments in a later billing period for refunds, reversals, or corrected transaction data.

Merchant must notify GrabMore of a billing error within 30 days after the applicable statement. If a processor retains a portion of an app fee or developer payment, that processor cost does not reduce Merchant's accepted Platform Fee unless the accepted disclosure expressly states otherwise.

10. Refunds

Merchant agrees to the GrabMore Refund Policy and must process or fund valid refunds.

Merchant must process an eligible refund through its Connected Processor promptly after receiving the request or GrabMore's instruction. If integration permissions permit, Merchant authorizes GrabMore to initiate the refund in Merchant's Connected Processor account. Merchant remains responsible for confirming completion and for any processor decision, fee, reversal, or negative balance.

A voluntary refund is limited to the amount actually paid and is available within three calendar days only if the card is entirely unredeemed. Unauthorized, duplicate, erroneous, or legally required refunds are handled independently of that window.

11. Chargebacks, disputes, and fraud

Merchant is financially responsible for chargebacks, reversals, retrieval requests, network assessments, processor fines, fraud losses, and related costs arising from Merchant's Digital Gift Cards, goods, services, conduct, content, or failure to honor cards.

Merchant must provide requested evidence promptly. GrabMore may submit transaction, delivery, activation, communication, and redemption records to a processor or issuer.

Merchant may not encourage false disputes or process transactions for another business. GrabMore may pause sales or payouts when dispute, fraud, or complaint levels create unreasonable risk.

12. Redemption operations

Merchant must train authorized staff to recognize, validate, and redeem GrabMore Digital Gift Cards and must maintain a functioning redemption method.

Merchant must:

• redeem only the amount actually applied to a Customer purchase;
• provide a receipt or confirmation where available;
• protect redemption credentials and devices;
• investigate suspected duplicate or fraudulent redemption;
• provide a manual or portal fallback when an integration is unavailable; and
• not mark a card redeemed merely to trigger payout without a genuine Customer transaction.

False redemption, self-redemption, fabricated sales, or redemption without providing goods or services is a material breach and may constitute fraud.

13. Merchant closure, sale, or change of ownership

Merchant must give GrabMore at least 30 days' advance notice of a planned closure, sale, transfer, or material change where reasonably possible.

Merchant remains responsible for outstanding cards unless a successor expressly assumes the obligations in writing and GrabMore approves the transition.

GrabMore may require Merchant to:

• continue redemption for a transition period;
• provide a Customer communication plan;
• fund refunds;
• maintain an authorized payment method or provide reasonable financial assurance for refunds and outstanding obligations;
• provide successor documentation; or
• stop new sales.

Merchant may not distribute remaining business assets in a manner intended to avoid outstanding Digital Gift Card obligations.

14. Taxes and reporting

Merchant is responsible for determining and paying taxes relating to Digital Gift Card sales, redemptions, underlying goods and services, Merchant income, and Merchant operations.

GrabMore may collect, report, or withhold information or amounts when required by law or a processor. Merchant must provide accurate tax forms and identification.

The parties will follow applicable processor and tax rules concerning Form 1099-K or other information reporting. Receipt of a tax form by one party does not transfer the other party's tax liability.

15. Merchant licenses and consumer obligations

Merchant must maintain every license, permit, registration, insurance, and authorization required for its business and the goods or services offered.

Merchant is solely responsible for product quality, safety, allergens, alcohol restrictions, professional services, appointment availability, customer accommodations, and compliance relating to the underlying goods or services.

16. Processor and third-party terms

Merchant must comply with applicable processor, bank, app-market, point-of-sale, card-network, and third-party terms.

GrabMore is not responsible for a processor's independent approval, pricing, reserve, payout, suspension, outage, data use, or termination decision.

If a processor requirement conflicts with this Agreement, GrabMore may modify the affected feature or require Merchant to choose another supported payment method.

17. OAuth and integration access

Merchant authorizes GrabMore to access the connected account only within the permissions displayed by the provider and reasonably necessary for the Services.

Merchant must not provide passwords when OAuth or another secure authorization method is available. Merchant is responsible for ensuring the person granting access is authorized.

GrabMore will use reasonable measures to protect tokens and credentials. Merchant must promptly revoke access and notify GrabMore if compromise is suspected.

18. Data protection and customer information

The Privacy Policy and Data Processing Addendum apply as relevant.

Each party acts as an independent business or controller for information it uses for its own account administration, fraud prevention, legal compliance, analytics, support, tax, and contract enforcement.

GrabMore acts as Merchant's processor or service provider only for the limited Merchant-directed processing identified in the Data Processing Addendum.

Merchant may use Customer information received through GrabMore only for:

• issuing, delivering, redeeming, refunding, and supporting the card;
• providing the underlying goods or services;
• legal, accounting, fraud, and compliance purposes; and
• marketing only when Merchant has a lawful basis and any required consent.

Merchant may not sell GrabMore Customer information, use it for unrelated profiling, or send unlawful marketing.

19. Security

Merchant must use reasonable safeguards, including unique accounts, appropriate permissions, secure devices, software updates, credential protection, staff training, and prompt access removal for former staff.

Merchant must notify GrabMore without undue delay of suspected unauthorized access, compromised redemption credentials, processor compromise, or a security incident affecting GrabMore data or Digital Gift Cards.

Merchant must cooperate with investigation, containment, notification, and remediation.

20. Confidentiality

Each party may receive non-public business, technical, financial, security, customer, or contract information of the other party.

The receiving party will use Confidential Information only for the Agreement, protect it with reasonable care, and disclose it only to personnel and providers who need it and are bound by appropriate obligations.

Confidentiality does not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. Legally compelled disclosure is permitted after notice where lawful.

21. Intellectual property

GrabMore owns the Services, software, platform design, documentation, databases, and GrabMore marks. Merchant receives a limited, non-exclusive, non-transferable, revocable right to use the Services during the Agreement.

Merchant owns Merchant Content and Merchant marks. Merchant grants the license stated in Section 6.

Feedback may be used by GrabMore without restriction or compensation, provided GrabMore does not identify Merchant as the source without permission.

22. Representations and warranties

Merchant represents and warrants that:

• it is validly organized and authorized to enter the Agreement;
• the accepting individual has binding authority;
• Merchant's information and content are accurate;
• Merchant has all required rights, licenses, and permissions;
• Merchant will honor Digital Gift Cards and comply with law;
• Merchant will not use GrabMore for prohibited activity; and
• Merchant will not misrepresent GrabMore's role or make unauthorized promises on GrabMore's behalf.

GrabMore warrants that it will provide the Services in a professional and commercially reasonable manner. Merchant's exclusive remedy for a material breach of this warranty is re-performance or, if re-performance is not commercially reasonable, termination of the affected Service.

23. Disclaimers

Except for the express warranty above and to the fullest extent permitted by law, the Services are provided "as is" and "as available." GrabMore disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

GrabMore does not guarantee processor approval, payment authorization, sales volume, customer behavior, Merchant solvency, or that a particular legal or regulatory classification will apply.

24. Merchant indemnification

Merchant will defend, indemnify, and hold harmless GrabMore, its affiliates, members, managers, employees, contractors, and providers from third-party claims, losses, fines, penalties, chargebacks, costs, and reasonable legal fees arising from:

• Merchant's goods, services, operations, or staff;
• failure to honor a Digital Gift Card;
• Merchant Content or advertising;
• fraud, false redemption, or prohibited activity;
• Merchant's taxes, licenses, or legal violations;
• data or security incidents caused by Merchant;
• Merchant's processor account or instructions; or
• Merchant's breach of this Agreement.

Merchant is not required to indemnify GrabMore for the extent a claim results from GrabMore's gross negligence, willful misconduct, or violation of law.

25. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages or lost profits, revenue, data, or goodwill.

GrabMore's aggregate liability arising from the Agreement will not exceed the greater of:

• the fees Merchant paid to GrabMore during the six months before the event giving rise to the claim; or
• $500.

The limits do not apply to payment obligations, Merchant's outstanding Digital Gift Card obligations, indemnification obligations, fraud, willful misconduct, confidentiality violations, intellectual-property misuse, or liability that cannot legally be limited.

26. Insurance

Merchant will maintain insurance required by law and commercially reasonable for its business, which may include general liability, product liability, professional liability, liquor liability, cyber liability, and workers' compensation as applicable.

Upon reasonable request after a material risk event, Merchant will provide evidence of coverage.

27. Term, suspension, and termination

The Agreement begins when Merchant accepts it and continues until terminated.

Either party may stop future sales and terminate on 30 days' notice, subject to the Merchant Cancellation and Termination Policy.

GrabMore may immediately suspend or terminate for fraud, security risk, processor action, unlawful activity, excessive disputes, failure to honor cards, insolvency, nonpayment, material breach, or risk to Customers or GrabMore.

Termination does not cancel outstanding Digital Gift Cards, refunds, disputes, chargebacks, fees, processor reserves, confidentiality, data-retention duties, or provisions intended to survive.

28. Informal resolution and arbitration

Before filing a claim, the parties will give written notice and allow 30 days for good-faith resolution.

Except for small-claims matters, collection of undisputed amounts, intellectual-property protection, confidentiality, security, or urgent injunctive relief, disputes will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will occur in Hillsborough County, Florida, or remotely by agreement. Each party waives jury trial and class, collective, consolidated, and representative proceedings.

29. Governing law

Florida law governs the Agreement, without regard to conflict-of-law principles. The Federal Arbitration Act governs Section 28.

For matters not subject to arbitration, the parties consent to the state courts in Hillsborough County, Florida, and the United States District Court for the Middle District of Florida, Tampa Division.

30. Notices

Operational notices may be sent through the dashboard or email.

Legal notices to GrabMore must be sent to admin@grabmoreusa.com and:

GrabMore USA LLC
Doing business as GrabMore
12261 Lexington Park Drive, Apt. 204, Tampa, Florida 33626

Notices to Merchant may be sent to the account owner email and business address on file.

31. Payment model independence, severability, and general provisions

These Terms and the incorporated documents are the entire agreement concerning Direct Processing and replace prior discussions on the same subject.

These Terms operate independently of any other payment model GrabMore may offer. Merchant is bound under these Terms only for Direct Processing. No term governing another payment model modifies these Terms unless Merchant separately and affirmatively accepts a written amendment that expressly applies to Direct Processing.

Merchant may not assign these Terms without GrabMore's written consent. GrabMore may assign them in connection with financing, merger, reorganization, sale of assets, or to an affiliate.

The parties are independent contractors. Neither party may bind the other or make promises on the other's behalf.

If a provision is unenforceable, it will be modified to the minimum extent necessary or severed. The remaining provisions continue in effect, and these Terms remain independent from any other payment model. Failure to enforce is not a waiver. Headings are for convenience. Electronic acceptance and records are binding.