Merchant Terms of Use

Last revised*: Thursday, August 14, 2025

These Merchant Terms of Use, including any Order Form(s) and any applicable additional terms listed below, which by this reference are incorporated herein (“Agreement”) constitutes a binding contract between BoltPlay LLC, a Delaware limited liability company with its office at 268 Bush Street, Suite 4214, San Francisco, CA 94104 (“Bolt”, “we”, “our”) and the legal entity identified in your merchant application and upon subsequent sign-ins to Bolt’s merchant portal (“Merchant”, “you”, “your”). Bolt and Merchant may be individually referred to as a “party” and collectively “parties”.

Bolt provides its services (the “Bolt Services”) intended solely for business use, pursuant to the terms and conditions set forth in this Agreement and on the condition that Merchant accepts and complies with this Agreement. By electronically signing this Agreement, Merchant accepts this Agreement and agrees to be bound by the terms of this Agreement, which may be updated as provided herein. If you are entering into this Agreement on behalf of a company, organization or another legal entity, you represent that you have the authority to bind such legal entity to this Agreement. If you do not have such authority or do not agree with this Agreement, you must not accept this Agreement and may not use the Bolt Services.

By using the Bolt Services, you expressly agree to these Terms. Please carefully review these Terms before using the Bolt Services, including, without limitation, the warranty disclaimers and releases set forth in Section 10, which limit Bolt’s liability and Merchant’s ability to bring certain claims against Bolt.

BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 11 (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION11, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND BOLT WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.

1. DEFINITIONS

The capitalized terms found herein have the meanings provided to them as found here; these terms are hereby incorporated into the Agreement.

2. BOLT SERVICES

   1. Bolt Services. Merchant and its Authorized Users may access and use the Bolt Services solely for Merchant’s business purposes in accordance with the Agreement. The Bolt Services will be provided consistent with Bolt’s Service Level Agreement found here, which are incorporated herein.

1. Add-on Services. Merchants may choose to add one or more of the add-on services listed below.

Bolt Payments. If Merchant orders or otherwise uses Bolt’s payment processing services (“Bolt Payments”), the additional terms found here (“Payment Terms”) apply and are part of the Agreement. As noted in the Payment Terms, Merchant must agree to be bound by the Processor Terms. Bolt may appoint and switch processors for Merchant from time to time. 

• If Worldpay (f.k.a. Vantiv) is the Processor, Merchant hereby agrees to the Processor Terms listed here. 

• If Adyen is the Processor, Merchant hereby agrees to the Processor Terms listed here. 

• If Checkout.com is the Processor, Merchant hereby agrees to the Processor Terms listed here.

• If Onyx is the Processor, Merchant hereby agrees to the Processor Terms listed here. 

• If Maverick is the Processor, Merchant hereby agrees to complete and abide by additional processor documentation as provided to you.

Bolt Fraud Protection Services. If Merchant orders or otherwise uses Bolt’s Fraud Protection, the additional terms found here shall apply and are part of the Agreement.

Merchant of Record Services. If Merchant orders or otherwise uses Bolt’s Merchant of Record Services, the additional terms here shall apply and are part of the Agreement. 

2. Merchant Account. To use the Bolt Services, Merchant must create a Merchant Account. Bolt will collect basic information, including but not limited to Merchant’s business name, location, email address, tax identification number, phone number, the URL for Merchant’s business and the name under which Merchant does business. Bolt may request additional information from Merchant and its beneficial owners for purposes of identifying and verifying Merchant, as well as complying with laws and regulations governing payments and Bolt Services. 

3. Bolt’s Rights. Bolt Services have a range of features and functionalities. All features may not be available to all Merchants, and Bolt reserves the right to restrict any Bolt Services in any jurisdiction. Bolt also reserves the right to suspend or terminate a Merchant Account in the event Bolt determines in its sole discretion that Merchant has breached a material term of this Agreement. Further, Bolt reserves the right to provide Bolt Services to any merchant and makes no promise of exclusivity. Specifically Bolt reserves the right to make changes to Merchant’s checkout frontend from time to time as Bolt works to improve the checkout experience and Bolt Services. Bolt may also promote and utilize other features of the Bolt Services including, but not limited to, Bolt Finance Superapp in the checkout experience. 

4. Restrictions. Merchant will not and will ensure that its Authorized Users do not: (i) attempt to interfere with or disrupt the Bolt Services (or any related systems or networks), Bolt’s normal operation or access to or use by other Bolt Services customers; (ii) use the Bolt Services other than directly for Merchant’s business benefit and not for personal, family or household purposes; (iii) use Bolt Services in a manner that is not expressly permitted in this Agreement; (iv) rent, lease, or resell the Bolt Services; (v) copy, modify or distribute any portion of the Bolt Services; (vi) access Bolt Services or monitor any material or information from Bolt Services using any robot, spider, scraper, or other automated means; (vii) bypass, circumvent, or workaround any technical limitations of the Bolt Services; (viii) alter, reproduce, adapt, distribute, translate, decompile, disassemble, create or attempt to create source code or reverse engineer any of the Bolt Services; (ix) access the Bolt Services to build a competitive product or service; (x) transfer any of its rights hereunder; or (xi) violate the Acceptable Use Policy.

5. Information Security. Bolt will use commercially reasonable technical and organizational

measures designed to prevent unauthorized access, use, alteration or disclosure of the Bolt Services or Merchant Data. Bolt, however, will have no responsibility for errors in transmission, unauthorized third-party access or other acts or omissions beyond Bolt’s reasonable control. Merchant acknowledges that Personal Information associated with a Bolt Account is subject to Bolt’s Privacy Policy and that Bolt will process and maintain Merchant Data consistent with its Data Processing Addendum (“DPA”) found here, hereby incorporated by reference.

6. Usage Data. Bolt may collect and analyze data and other information relating to the provision, use and performance of the Bolt Services and related systems and technologies therefrom (“Usage Data”) in order to improve and enhance the Bolt Services. Insights drawn from Usage Data may be disclosed to Merchant and other users of the Bolt Services in connection with their respective use of the Bolt Services. For the avoidance of doubt, if Bolt discloses insights drawn from Usage Data, then all Usage Data in such disclosures will be anonymized and aggregated, will not identify Merchant or a Merchant’s End Users, and will not be disclosed in a manner that would permit a third party to determine Merchant’s or Merchant’s End Users’ identity.

7. Third Parties. Merchant, at its option, may utilize certain third-party software and services with the Bolt Services and is responsible for acquiring and maintaining all such third-party software and services required to access, use, or integrate with the Bolt Services, including all costs related to the foregoing. Bolt cannot and will not be liable for any loss or damage resulting from Merchant’s use of such third-party software or services.

8. eCommerce Terms. Bolt provides ecommerce services that help facilitate a merchant’s checkout. In providing these services, the following terms apply.

1. Gateway. Unless Merchant is using Bolt Payments, Merchant must have its own payment processor. Merchant authorizes Bolt to provide instructions and otherwise communicate with Merchant’s applicable payment processor about relevant Merchant transactions and events (including but not limited to approved orders, refunds, returns, and chargebacks) to carry out Bolt Services. The authorizations set forth in this section will remain in effect until Merchant’s Account is closed or terminated.

2. Taxes. Merchant will determine what, if any, taxes apply to the sale of Merchant’s products and services to End Users and the payments Merchant receives in connection with Merchant’s use of Bolt Services. It is solely the Merchant’s responsibility to assess, collect, report, or remit the correct taxes to the proper tax authority. Bolt and if applicable, the Processor are not obligated to determine whether taxes apply, calculate, collect, report, or remit any taxes to any tax authority arising from any transaction. Bolt or the Payment Processor may make certain reports to tax authorities regarding transactions that are

processed via the Bolt Services. Merchant acknowledges that Bolt or the Payment Processor will report to the IRS the total amount of payments Merchant receives each calendar year as required by law, including without limitation on IRS Form 1099-K.

3. Transaction History. Information regarding Merchant’s transactions using the Bolt Services (“Transaction History”) will be available in Merchant’s Account. While Bolt will provide Transaction History in Merchant’s Account, Merchant is solely responsible for compiling and retaining permanent records of all transactions and other data associated with Merchant’s Account as may be required for Merchant’s business. Bolt may change the duration of the Transaction History available in the Merchant’s Account at any time. Bolt reserves the right to provide Merchant’s Transaction History or other related Merchant Account activity to the Merchant’s payment processor or Processor as applicable if Bolt reasonably determines or suspects it is necessary due to (i) an unauthorized payment, (ii) Merchant received the payment for activities that violated this Agreement, (iii) pending disputes, (iv) excessive or anticipated excessive chargebacks, (v) other suspicious activity associated with Merchant’s use of the Bolt Services, or (vi) if required by law or court order.

4. Merchant Content. As part of providing Bolt Services, Bolt exchanges information with Merchant, including but not limited to Merchant’s products and/or services description, prices, and associated fees. Merchant is solely responsible for ensuring all Merchant’s product and service descriptions, prices and associated fees comply with all applicable law and industry requirements.

3. MERCHANT OBLIGATIONS

   1. Merchant Information Security Obligations. Merchant is fully responsible for the security of Merchant Data on Merchant’s website, through Merchant’s app, in connection with products or services Merchant provides, or otherwise in Merchant’s possession. Merchant will comply with all applicable state and federal laws and rules in connection with Merchant’s collection, use, security and dissemination of any personal, financial, or transaction information. In the event of a breach, or suspected breach, of Merchant’s information security systems, Merchant agrees to provide written notice to Bolt within 48 hours of such breach or suspected breach. If Bolt determines that a security breach occurred, Bolt may require Merchant, at Bolt’s expense, to have a third-party auditor that is approved by Merchant conduct a security audit of Merchant’s systems and facilities and issue a report to be provided to Bolt. Bolt will provide thirty (30) days’ advance written notice of such audit, and such audits will be conducted during normal business hours, not to interfere with Merchant’s business. Merchant further agrees to provide written notice to Bolt of any breaches, or suspected breaches, or Merchant’s information security systems that

may have occurred within the two years prior to the Effective Date. If Bolt makes available new versions of Bolt Services to address a security breach or security vulnerability regarding Personal Information, then Merchant agrees to update to such new version within a reasonable time period.

2. Merchant Compliance Obligations. Merchant will comply with all applicable laws, rules and regulations in connection with its use of the Bolt Services. Furthermore, Merchant is solely responsible for compliance with any laws, regulations, or rules applicable to Merchant’s business and/or website (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate the Merchant’s business). Furthermore, Merchant will comply with the Bolt Acceptable Use Policy found here, hereby incorporated by reference.

1. Privacy. Merchant will disclose to its End Users that Bolt is Merchant’s checkout service provider and will collect their Personal Information in connection with the Bolt Services. Merchant will conspicuously display a privacy policy on its website(s) that accurately and fully discloses Merchant’s collection and use of the End User’s data and Merchant’s use of tracking technologies, including cookies. If End Users cease to consent or affirmatively revoke consent for Merchant’s collection, use or disclosure of their Personal Information, Merchant must properly respond to such revocation and advise Bolt of any changes to consent impacting Personal Information Merchant may have provided to Bolt.

2. Merchant Data. Merchant is responsible for obtaining any necessary rights and licenses for the use of the Merchant Data by Merchant and Bolt as contemplated in this Agreement. Merchant agrees and represents that it has the legal right and authority to access, use and disclose to Bolt any Merchant Data. Merchant authorizes Bolt to access, process, use and disclose the Merchant Data as necessary to perform and fulfill its obligations hereunder. The Bolt Services include functionality that permits Merchant to download certain Merchant Data as an archive file consisting of individual files in an industry standard data file format. In the unlikely scenario that any Merchant Data is lost or corrupted, Bolt will use commercially reasonable efforts to restore such Merchant Data. Merchant acknowledges that some Merchant Data may include Bolt Account Data, and such Bolt Account Data is owned by Bolt.

3. PCI Compliance. In the event Merchant has access to payment card information, Merchant will be compliant with the Payment Card Industry Data Security Standards (“PCI- DSS”) as applicable to this Agreement. Upon Bolt’s reasonable request, Merchant will confirm its PCI-DSS compliance. Merchant further agrees to cooperate with Bolt upon Bolt’s request in Bolt’s own compliance with PCI-DSS.

3. Change of Business. Merchant will give Bolt at least 30 days’ prior notification of

Merchant’s intent to change Merchant’s current product or service types, Merchant’s trade name, or the manner or types of payments Merchant accepts, to the extent that such change materially changes the nature of the Merchant’s business. Merchant will provide Bolt with prompt notification if Merchant is the subject of (i) any voluntary or involuntary bankruptcy or insolvency petition or proceeding; (ii) any card network investigative action;

(iii) a change of control of Merchant’s business; and/or (iv) litigation that may materially affect Merchant’s business.

4. Authorized Users. Merchant will not allow anyone other than Authorized Users to access or use the Bolt Services from Merchant’s Account. Merchant will keep its user IDs and password for the Bolt Services confidential and secure and will be solely responsible for all actions taken by an Authorized User. Merchant must monitor use of the Bolt Services for possible unlawful or fraudulent use. Merchant must promptly notify Bolt of any suspected violation of this Agreement by an Authorized User or otherwise and will cooperate with Bolt to address the suspected violation. Bolt may suspend or terminate any Authorized User’s access to the Bolt Services upon notice to Merchant if Bolt reasonably determines that such Authorized User violated this Agreement. Bolt cannot and will not be liable for any loss or damage resulting from such unlawful, fraudulent or non-compliant use of the Bolt Services. Merchant will be responsible for any breach of the Agreement by Merchant’s Affiliates, directors, officers, employees, agents or subcontractors and will be liable as if it were Merchant’s own breach.

5. Merchant Transactions. Merchant agrees that: (i) the sale of goods or services using Bolt Services are solely between Merchant and the End User; (ii) Merchant is the seller of record for all goods and services sold via Bolt Services, and Bolt is not a party to such transactions; (ii) Bolt is not and will not be responsible for any aspect of the products or services Merchant sells (including but not limited to product descriptions, prices, fees, taxes that Merchant calculates, product defects, fraudulent transactions, promotions, and customer service); (iii) Bolt is not responsible for End User’s acts; and Merchant is solely responsible for investigating and resolving all disputes with an End User for any transaction processed via Bolt Services, and (iv) Bolt will not be a party to or responsible for any such disputes.

6. One-Click Checkout. To the extent legally permissible, Merchant must ensure that Merchant implements a checkbox default-checked at the end of their checkout process prompting guest End Users to enroll in a Bolt-powered 1-click account. 

7. Cooperation and Assistance. Merchant will cooperate with Bolt in good faith and provide to Bolt the information and personnel that Bolt reasonably requests and requires (i) to provide the Bolt Services (ii) to launch the Bolt Services on Merchant’s website as provided in the applicable Order Form, and (iii) to resolve any a dispute regarding the ownership or Authorized Users for the Merchant Account.

8. Self-Service. Merchant is responsible for any implementation of such self-service Bolt Services. In addition to the other terms provided in this Agreement, Merchant shall (i) defend Bolt from and against any suit or action brought by a third-party against Bolt arising out of or resulting from any acts, errors, or omissions of Merchant in implementing Bolt Services, and (ii) indemnify and hold harmless Bolt from and against any losses, claims, suits, controversies, breaches or damages, (including reasonable attorney fees) arising out of or resulting from any acts, errors, or omissions of Merchant in implementing Bolt Services. Furthermore, IN NO EVENT WILL BOLT (including ITS AFFILIATES, supplies, officers, directors, employees or contractors) be liable to Merchant under this Agreement for any losses, claims, suits, controversies, breaches or damages arising out of or resulting from any acts, errors, or omissions of Merchant in implementing Bolt SERVICES REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING IN CONTRACT OR TORT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW. In addition to Bolt’s termination rights provided under the Agreement, Bolt may terminate this Agreement if Merchant does not successfully complete any due diligence reviews and/or payment processor requirements.

4. FEES; PAYMENT; TAXES

   1. Fees. Merchant will pay to Bolt the Fees in accordance with the terms set forth in the applicable Order Form(s), or as otherwise detailed in Merchant’s Account, and this Section. Bolt may modify the applicable Fees at any time as listed on bolt.com/pricing in addition to any pricing listed on other product pages such as bolt.com/connect or other product pages. Any updated pricing on such pages will be effective immediately, and Merchant’s continued use of the Services after Bolt provides such notice will confirm Merchant’s acceptance of the changes. If Merchant does not agree to updated pricing, Merchant must immediately stop using the Services. If Merchant is deemed high risk, as determined in Bolt’s sole discretion, Bolt will communicate it to Merchant and send Merchant a custom pricing addendum. High risk Merchants agree to abide by the terms in connection with Bolt High Risk Inc. instead of Bolt Financial, Inc. in addition to custom pricing addenda.

2. Invoicing and Payment. Unless otherwise set forth in an applicable Order Form or within Merchant’s Account, Bolt will invoice Merchant for the Bolt Services on a monthly basis and each invoice will be due and payable within thirty (30) days of receipt by Merchant. If Merchant opts in to Bolt Fraud Protection Services, Fees will be offset by the value of Covered Transactions that accrued during the previous thirty (30) day period. All payment obligations are non-cancellable. Other than as provided in the Agreement, all amounts paid are non-refundable. Bolt will be entitled, in its sole discretion, to withhold performance and discontinue Merchant’s access to the Bolt Services until all undisputed amounts past due are paid in full. Any Fees that are past due under this Agreement are subject to interest as of the date after such Fees were due and payable and will continue to accrue interest until such payment is made at a rate equal to the lessor of either (a) 1.5% per month or (b) the maximum rate permitted by applicable law.

3. Taxes. All Fees and other amounts stated or referred to in this Agreement are exclusive of all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Merchant will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Bolt’s

net income.

4. Billing Disputes. To dispute any charge for Bolt Services, Merchant must provide written notice to Bolt within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Merchant’s dispute as to any portion of the invoice will not excuse Merchant’s obligation to timely pay the undisputed portion of the invoice. Upon resolution, Merchant must pay any unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Merchant will be applied as a billing credit against future charges. Merchant will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement.

5. Collections. Merchant’s failure to fully pay amounts owed on a timely basis is a material breach of the Agreement. Merchant hereby authorizes Bolt to debit the bank account registered in the Merchant Account for any past due amounts owed to Bolt. In the event collection efforts are required to obtain payment of amounts owed, Merchant will be liable for Bolt’s costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

5. PROPRIETARY RIGHTS

   1. Merchant’s Intellectual Property. Merchant owns and retains: (i) Merchant Data; (ii) Merchant Materials, including the Merchant’s name, logo and other trademarks; and (iii) all Intellectual Property Rights in and to any of the foregoing.

1. Merchant’s License Grant. For the Term of the Agreement, Merchant grants to Bolt a non-exclusive, transferable, sub-licensable (through multiple tiers), royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public, reproduce, make available, display, translate, and create derivative works of any Merchant Data and Merchant Materials in any media known now or in the future to perform and exercise our rights under the Agreement. This license will survive any termination of the Agreement solely to the extent that Bolt requires the license to exercise any rights or perform any obligations that arose during the Term under the Agreement. Merchant acknowledges that Merchant Materials may be transferred without encryption over various networks and may be changed to conform and adapt to technical requirements of connecting networks or devices.

2. Merchant’s Warranties. Merchant represents, warrants, and agrees that Merchant has all the necessary rights in Merchant Materials to grant this license provided in Section 5.1.1.

To the fullest extent permitted by applicable law, Merchant irrevocably waives all Merchant’s moral rights and promises not to assert such rights against Bolt, Bolt’s sublicensees or Bolt’s assignees. Merchant represents and warrants that none of the following infringe any intellectual property or publicity right of a third party: Merchant's provision of Merchant Materials to Bolt, Merchant's posting of content or Merchant Materials using Bolt Services, the promotion of Merchant’s products or services to an End User, and Bolt’s use as provided herein of such content or Merchant Materials (including works derived from it).

2. Bolt’s Intellectual Property. Bolt owns and retains: (i) the Bolt Services, and all improvements, enhancements or modifications made by any party; (ii) the Usage Data; (iii) Merchant’s feedback regarding the Bolt Services; (iv) Bolt Accounts and all Bolt Account Data; (v) any software, applications, inventions or other technology developed by Bolt in connection with providing the Bolt Services; (vi) Bolt’s name, logo, and other trademarks; and (vii) all Intellectual Property Rights in and to any of the foregoing.

1. Bolt’s License Grant. For the Term of the Agreement, Bolt grants Merchant a revocable, non-transferable, worldwide license to use Bolt’s name, logo, and trademarks (“Bolt Marks”) solely as required to perform Merchant’s obligations and responsibilities herein and in compliance with Bolt Documentation. Merchant may not copy, imitate or use Bolt Marks without Bolt’s prior written consent. Merchant shall not use Bolt Marks in any way that suggests Bolt endorses or approves of Merchant’s business, products or services. All other rights in and regarding Bolt Marks, including express or implied, are expressly reserved to Bolt. Merchant agrees that: (a) Merchant will only use Bolt Marks only as permitted herein;

(b) Merchant will strictly comply with all relevant Bolt Documentation, which may change from time to time; (c) Bolt Marks are and will remain the sole property of Bolt; (d) nothing in this Agreement will confer in Merchant any right of ownership in Bolt Marks; (e) Merchant will not, now or in the future, apply for or contest the validity of any Bolt Marks; and (f) Merchant will not, now or in the future, apply for or use any term or mark confusingly similar to any Bolt Marks.

If Merchant is using Bolt software such as an API, or other software application, then Bolt grants Merchant a revocable, non-exclusive, non-transferable license during the Term solely to use Bolt's software, including any changes, updates, or upgrades, in accordance with the Agreement and Bolt Documentation. Merchant may not rent, lease or otherwise transfer Merchant's rights in any Bolt software to a third party. Merchant must comply with the implementation and use requirements contained in all Bolt Documentation accompanying the Bolt Services. If Merchant does not comply with Bolt’s implementation and use requirements, Merchant will be liable for all resulting losses and damages suffered by Merchant, Bolt and any third party. Bolt may change or discontinue any APIs or software upon notice to Merchant.

6. CONFIDENTIALITY

   1. Use and Nondisclosure. A receiving party will only use the disclosing party’s Confidential Information as necessary under this Agreement and will not disclose Confidential Information to any third party except to those of its employees, agents and subcontractors who have a business need to know such Confidential Information; provided that each such employee, agent and subcontractor is bound to confidentiality restrictions consistent with the terms set forth in this Agreement. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 6.1 will remain in effect during the Term and for a period of three (3) years after the expiration or termination thereof, except with regard to trade secrets of the disclosing party, which will be held in confidence for as long as such information remains a trade secret.

2. Exclusions. The obligations and restrictions set forth in Section 6.1 will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is already rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.

3. Permitted Disclosures. The provisions of this Section 6 will not restrict either party from disclosing the other party’s Confidential Information as required by an law, regulation or order of a court, administrative agency, or other governmental body; provided that to the extent legally permitted, the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. Merchant grants Bolt authorization to share information with law enforcement about Merchant, Merchant’s Transaction History, or Merchant’s Account if Bolt reasonably suspects that Merchant’s use of the Bolt Services has been for an unauthorized, illegal, or criminal purpose.

4. Injunctive Relief. The receiving party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

7. REPRESENTATIONS AND WARRANTIES

   1. Merchant Warranties. Merchant represents and warrants to Bolt that: (a) Merchant has the right, power, and ability to enter into and perform its obligations under this Agreement;

(b) Merchant will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the Bolt Services; (c) Merchant will comply with all federal, state, and local laws, rules, and regulations applicable to Merchant’s business, including but not limited to any applicable tax laws, all applicable privacy laws and any applicable card network (including, but not limited to, Visa, Mastercard, Discover and American Express) imposed rules including the applicable PCI-DSS requirements applicable to this Agreement; (d) Merchant has obtained all necessary rights and consents under applicable law to disclose to Bolt and allow Bolt to collect, use, retain, and disclose any Merchant Data that Merchant provides to Bolt or authorizes Bolt to collect under this Agreement, including information that Bolt may collect directly from Merchant’s End Users via cookies or other means; (e) Merchant will not use the Bolt Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Bolt Services; and (f) the warrants and representations made in Section 5.1.2.

2. Bolt Warranty. Bolt represents and warrants that: (i) Bolt shall comply with all federal, state and local laws, statutes, regulations, ordinances and privacy laws applicable to the performance of its obligations and the exercise of its rights under this Agreement, including but not limited to compliance with, and rules related to, PCI-DSS; and (ii) Bolt Services will materially conform to the description set forth in this Agreement under normal use and circumstances when used consistently and in compliance with the terms of this Agreement. As Bolt’s sole and exclusive liability and Merchant’s sole and exclusive remedy for any breach of the warranty set forth in this Section 7.2, Bolt will use commercially reasonable efforts to modify the Bolt Services to correct the material non-conformity. In the event that Bolt is unable to correct the material non-conformity in a reasonable period, Merchant may terminate the Agreement and receive a pro rata refund for the period of non-conformity.

3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, THE BOLT SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE BOLT SERVICES AND BOLT HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BOLT DISCLAIMS ANY WARRANTY THAT THE BOLT SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BOLT OR

ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS

AGREEMENT. Merchant assumes sole responsibility and liability for results obtained from the use of the Bolt Services and for conclusions drawn from such use. Bolt will have no liability for any claims, losses, or damages (i) caused by errors or omissions in any Merchant Data or other information provided to Bolt by Merchant in connection with the Bolt Services or any actions taken by Bolt at Merchant’s direction; (ii) arising out of or in connection with Merchant’s failure to fulfill its obligations found in Section 3; (iii) arising out of or in connection with Merchant’s or any Authorized User’s use of any third-party products, services, software or websites that Merchant integrates with the Bolt Services; and/or (iv) arising out of or in connection with Merchant’s unauthorized modifications to the Bolt Services.

8. TERM AND TERMINATION

   1. Term. This Agreement will commence on the date that Merchant enters into these Terms and will continue until earlier terminated pursuant to this Section (the “Term”). Each party may terminate this Agreement at any time. If a party provides written notice of its intent not to renew the Agreement, the Agreement shall expire upon the date that the other party receives such notice of termination. 

2. Termination for Cause. Additionally, Bolt may terminate this Agreement immediately (i) if Merchant has experienced a material adverse change in its financial condition; (ii) if Merchant or any of Merchant’s officers or employees appear to have been involved in fraudulent or illegal activity; or (iii) Merchant’s activities may be reasonably considered to damage, injure, tarnish or otherwise negatively affect the reputation and goodwill of Bolt.

3. Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, Merchant’s and Authorized Users’ right to access and use the Bolt Services will immediately terminate and each will immediately cease all use of the Bolt Services. In addition, upon expiration or termination, Merchant will (i) remove the Bolt Services integration from Merchant’s website, including, but not limited to, all APIs (ii) discontinue use of any Bolt Marks or Bolt intellectual property licensed under this Agreement and immediately remove any Bolt references and logos from Merchant’s website or in Merchant’s app. Further, upon expiration or termination, Merchant understands and agrees that (i) the license granted under this Agreement immediately terminates, (ii) Bolt reserves the right to delete all of Merchant’s information and data stored on Bolt’s servers, (iii) Bolt will not be liable to Merchant for compensation, reimbursement, or damages in connection with Merchant’s continued use of the Bolt Services after expiration or termination of this Agreement or deletion of Merchant’s information or account data, (iv) Merchant is still liable to Bolt for any Fees or other amounts incurred by Merchant or through Merchant’s use of Bolt Services prior to expiration or termination, and (v) Merchant remains liable for any refunds and/or End User disputes initiated after the expiration or termination date.

4. Survival. The rights and obligations of Bolt and Merchant contained in Sections 2.6 (Usage Data), 3 (Merchant Obligations), 4 (Fees; Expenses; Taxes), 5 (Proprietary Rights), 6 (Confidentiality), 7 (Representations and Warranties), 8.3 (Rights and Obligations Upon Expiration or Termination), 8.4 (Survival), 9 (Indemnification),10 (Limitation of Liability), and 11 (General) will survive any expiration or termination of this Agreement.

9. INDEMNIFICATION

   1. Indemnification by Bolt. Bolt will defend Merchant, its officers, directors and employees, from and against any suit or action brought by a third-party against Merchant: (a) resulting from unauthorized disclosure and misuse of Merchant Data directly resulting from Bolt’s breach of its obligations under Section 3.2.2 (Merchant Data); or (b) arising out of a breach of this Agreement due to the gross negligence or intentional misconduct of Bolt’s employees, contractors or agents (“Merchant Claim”). Bolt shall indemnify and hold

harmless Merchant from and against any damages and costs awarded against Merchant or agreed in settlement by Bolt (including reasonable attorneys’ fees) resulting from such a Merchant Claim, provided that: (i) Merchant provides Bolt with prompt written notice of the Merchant Claim; (ii) Merchant provides reasonable cooperation to Bolt, at Bolt’s expense, in the defense and settlement of the Merchant Claim; and (iii) Bolt has sole authority to defend or settle the Merchant Claim, provided that it may not settle the Merchant Claim in a manner that imposes any material liability upon Merchant.

2. Indemnification by Merchant. Merchant will defend Bolt, its officers, directors and employees, from and against any suit or action brought by a third-party against Bolt: (a) arising out of a breach of this Agreement due to the gross negligence or intentional misconduct of Merchant’s Authorized Users, employees, contractors or agents; (b) resulting from Merchant’s breach of any provision of this Agreement; (c) arising out of Merchant’s use of the Bolt Services other than as permitted by this Agreement; or (d) relating to Bolt’s use, as provided herein, of Merchant Data or Merchant’s obligations under Section 5.1.1 (Merchant’s License Grant) and 5.1.2 (Merchant’s Warranties) (“Bolt Claim”). Merchant will indemnify and hold harmless Bolt from and against any damages and costs awarded against Bolt or agreed in settlement by Merchant (including reasonable attorneys’ fees) resulting from such a Bolt Claim, provided that (i) Bolt provides Merchant with prompt written notice of the Bolt Claim; (ii) Bolt provides reasonable cooperation to Merchant, at Merchant’s expense, in the defense and settlement of the Bolt Claim; and (iii) Merchant has sole authority to defend or settle the Bolt Claim, provided that it may not settle the Bolt Claim in a manner that imposes any material liability upon Bolt.

10. LIMITATION OF LIABILITY

    1. Excluded Damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, BOLT, AND ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES AND CONTRACTORS WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, REPUTATIONAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND; OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF BOLT KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

2. Direct Damages.

EXCEPT AS SET FORTH HEREIN, IN NO EVENT WILL BOLT’S TOTAL CUMULATIVE

LIABILITY (INCLUDING BOLT’S AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR CONTRACTORS) TO MERCHANT UNDER THIS AGREEMENT FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING IN CONTRACT OR TORT (EXCLUDING WILLFUL MISCONDUCT) EXCEED THE AMOUNT OF FEES PAID BY MERCHANT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT THAT GAVE RISE TO SUCH LIABILITY. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.

11. DISPUTE RESOLUTION; BINDING ARBITRATION 

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND BOLT TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND BOLT FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND BOLT AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. BOLT AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. 

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

1. Arbitrable Claims. For any dispute or claim that you have against Bolt, that Bolt has against you or that you have, or Bolt has, in each case arising from, relating to, or stemming from these Terms, our Services or any aspect of the relationship between you and Bolt as relates to these Terms or our Services, including any privacy or data security claims (collectively, “Arbitrable Claims,” and each an “Arbitrable Claim”), you and Bolt agree to attempt to first resolve the Arbitrable Claim informally via the following process. If you assert an Arbitrable Claim against Bolt, you will first contact Bolt by sending a written notice of your Arbitrable Claim (“Claimant Notice”) to Bolt by certified mail addressed to 268 Bush St., #4214, San Francisco, CA 94104 or by email to legal@bolt.com. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Arbitrable Claim; and (iii) set forth the specific relief sought. If Bolt asserts an Arbitrable Claim against you, Bolt will first contact you by sending a written notice of Bolt’s Arbitrable Claim (“Bolt Notice”), and each of a Claimant Notice and Bolt Notice, a “Notice”) to you via email to the primary email address associated with your account. The Bolt Notice must (A) include the name of a Bolt contact and the contact’s email address and telephone number; (B) describe the nature and basis of the Arbitrable Claim; and (C) set forth the specific relief sought. If you and Bolt cannot reach an agreement to resolve the Arbitrable Claim within thirty (30) days after you or Bolt receives such a Notice, then either party may submit the Arbitrable Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Bolt first sends the applicable Notice so that the parties can engage in this informal dispute-resolution process.

2. Binding Arbitration. Except for (i) individual disputes that qualify for small claims court or (ii) any disputes exclusively related to the intellectual property or intellectual property rights of you or Bolt, including any disputes in which you or Bolt seeks injunctive or other equitable relief for the alleged unlawful use of your or Bolt’s intellectual property rights or other infringement of your or Bolt’s intellectual property rights (“IP Claims”), all Arbitrable Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including, with respect to Arbitrable Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 11(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Arbitrable Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

3. Governance. These Terms affect interstate commerce, and the enforceability of this Section 11 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law.

4. Submission. All Arbitrable Claims must be submitted to the American Arbitration Association (“AAA”) and will be resolved through binding arbitration before one arbitrator. If you are a consumer, the then-current version of the AAA’s Consumer Arbitration Rules will apply, which are available on the AAA’s website (adr.org), as amended by these Terms as follows:

1. YOU AND BOLT AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND BOLT ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Bolt or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

2. For any arbitration you initiate, you will pay the consumer filing fee, and Bolt will pay the remaining AAA fees and costs. For any arbitration initiated by Bolt, Bolt will pay all AAA fees and costs.

3. For all arbitrations where the claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (a) the arbitrator will conduct hearings, if any, by teleconference or videoconference rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (b) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and (c) if the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. 

4. If you or Bolt submits a dispute to arbitration and the arbitrator orders any exchange of information, you and Bolt agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Bolt agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.  

5. The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

6. The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Bolt or against you by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Bolt understand and agree that when twenty-five (25) or more similar claims are asserted against Bolt or you by the same or coordinated counsel or are otherwise resolved, your or Bolt’s Arbitrable Claim might be delayed. For such coordinated actions, you and Bolt also agree to the following coordinated bellwether process. Counsel for the claimants and counsel for Bolt shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. This staged process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this staged process from the time the first cases are selected for a bellwether process until the time your case is selected for a bellwether process, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Bolt or you.

5. One Year to Assert Claims. To the extent permitted by law, any Arbitrable Claim by you or Bolt  relating in any way to these Terms, our Services, or any aspect of the relationship between you and Bolt  as relates to these Terms or our Services, must be filed within one year after such Arbitrable Claim arises; otherwise, the Arbitrable Claim is permanently barred, which means that you and Bolt  will not have the right to assert the Arbitrable Claim.

6. Opt-Out Right. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at legal@bolt.com or by certified mail addressed to 268 Bush St., #4214, San Francisco, CA 94104. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12.

7. Severability. If any portion of this Section 11 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 11 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 11; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 11 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 11 will be enforceable.

Other Jurisdictions. Notwithstanding anything to the contrary in the Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section 11 or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.

12. GOVERNING LAW

These Terms and any claims made hereunder (including Arbitrable Claims) will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Arbitrable Claim is not subject to arbitration pursuant to Section11, then the state and federal courts located in San Francisco county, California will have exclusive jurisdiction. You and Bolt irrevocably waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

13. GENERAL

1. Order of Preference. In the event of a conflict between the documents comprising this Agreement, the order of preference will be in the following descending order: (i) the applicable Order Form; (ii) the main body of this Agreement; (iii) Applicable Use Policy and Data Processing Addendum; and (iv) any other document expressly referred to in this Agreement which governs Bolt Services.

2. Modifying and Terminating Bolt Services.  We may: (a) modify the Bolt Services or suspend or terminate providing all or part of the Bolt  Services at any time; (b) charge, modify, or waive any fees required to use the Bolt Services; or (c) offer opportunities to some or all end users of the Bolt  Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of the Bolt Services, such as by sending an email or providing a notice through the Bolt Services.  All modifications and additions to the Bolt  Services will be governed by these Terms, unless otherwise expressly stated by Bolt in writing. You also have the right to stop using the Bolt Services at any time, and you may terminate these Terms by ceasing use of the Bolt Services. We are not responsible for any loss or harm related to your inability to access or use the Bolt Services.

3. Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.

4. Notices. Notices will be sent to Merchant at either the physical address, email address associated with the Merchant Account or via Bolt Merchant Dashboard. The notices will be deemed to have been given upon: (i) the date actually delivered in person; (ii) the day after the date sent by overnight courier; (iii) three (3) days following the date such notice was mailed by first class mail; or (iv) the same day sent by email to legal@bolt.com.

5. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

6. Force Majeure. Except for either party’s payment obligations, neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, pandemics, material shortages or internet connectivity failures.

7. Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties.

8. Assignment. Neither party may assign its rights or obligations under this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other party’s consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either party to transfer its rights or obligations under this Agreement will be void.

9. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.

10. Notice of Changes. We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Last revised” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Bolt  Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Bolt Services constitutes your acceptance of the revised Terms. The updated version of this Agreement will supersede all prior versions. 

11. Marketing Activities. Each party may identify the other party as a customer including, but not limited to, use of the other party’s name and logo on its website, customer lists and similar marketing materials. Neither party may issue a press release relating to this Agreement without the other party’s prior written consent, provided however, that Bolt may announce its partnership with Merchant upon Merchant’s acceptance of these Terms or execution of the Order Form. At Bolt’s request, Merchant will make reasonable efforts to participate in a case study within 90 days following the date the Merchant goes live with using Bolt Services.

12. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

13. Headings. The headings provided in this Agreement are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.