Power Cash Merchant Agreement

Effective: December 31, 2024

This Power Cash Merchant Agreement (the “Agreement”) is a legal agreement between you (“Merchant”, “you” and “your”) and Golden Order, Inc. (hereafter, “the Company,” “we,” “our” or us”), and governs your use of Power Cash payment services (“Payment Services”), offered by the Company. As the individual using the Payment Service, you acknowledge and agree that you have authority to bind the business or entity to which you have responsibility to control, manage, or direct, and that such business or entity accepts the terms of this Agreement (the “Control Person”).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT. You also agree to comply with the following additional policies and any policies referenced within (“Policies”):

• Privacy Policy
• Terms of Service ("Power Cash Terms")
• Acceptable Use Policy
• Consent to Receive Electronic Disclosures (E-Sign Disclosure and Consent)

We may amend this Agreement at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website, or by communicating it to you through the Payment Services (each a “Revised Version”). Your continued use of the Payment Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute that arose before the changes will be governed by the Agreement in place when the Dispute arose.

We may provide disclosures and notices required by law and other information about your Account (defined below) to you electronically, at any time of day, including by posting it on our website, pushing notifications through the Payment Services, or by emailing it to the email address listed in your Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time pushed or emailed to you. If you wish to withdraw your consent to receiving electronic communications, contact Power Cash Support. If we are not able to support your request, you may need to terminate your Account.

If any inconsistency exists between the Power Cash Terms and this Agreement, then the terms of this Agreement shall control in connection with your use of the Payment Services.

1. Power Cash Merchant Account

   As the Control Person and an Agent (as defined below) using Us on behalf of a Control Person, you must submit all relevant information regarding your business or entity and all beneficial owners to register for a Power Cash Merchant Account (“Power Cash Account” and “Merchant Account”). We will verify your business information, identity, and the identity of all beneficial owners of the business on our own behalf and to facilitate certain of our partners, including Global Innovations Bank and our other banking partners, in meeting their own obligations.

2. Registering, Opening, and Using your Merchant Account

   To register, open, and use a Merchant Account, the Company will require that you submit certain information about yourself, your business or entity, and all beneficial owners to the Company (“Merchant Information”). Information you are required to provide regarding your businesses include the business name, employer identification number (EIN), business address, business phone number, and the type of business you are conducting. For individuals, both you and all beneficial owners, the information you are required to provide include name, address, phone number, date of birth, social security number, email, and the ownership percentage related to the business. You represent and warrant that all Merchant Information you provide the Company to register, open, and use is true and accurate, and you agree to keep all Merchant Information current.

3. Validating and Authenticating Your Business and Identity

   You understand and agree that you are obligated to provide accurate and timely information about yourself. You hereby authorize the Company, directly or through the Company's use of third parties, to make any inquiries we consider necessary to validate your identity,authenticate your identity and Merchant Information, and comply with laws and regulations, including without limitation Know-Your-Customer (“KYC”) and Anti-Money Laundering (“AML”) laws. This may include asking you for further information or documentation about your Merchant Account usage or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number or financial instruments, your business’s Employer Identification Number (“EIN”), or verifying your information against third party databases or through other sources.

   In connection with your use of the Payment Service, you may not refuse to (a) cooperate in an investigation concerning activity that potentially violates the law or the Terms, (b) provide confirmation of your identity, or (c) provide confirmation of any information you provide us. If you decline to provide us with the information that we request or if we cannot verify your identity to our satisfaction (in our sole judgment and discretion) for any reason, then your Account will be suspended and you will not be able to use your Power Cash Balance to make payments or use certain Payment Services. In addition, we reserve the right to change the account type or suspend or terminate the Account or access to certain Payment Services of anyone who provides inaccurate, untrue, or incomplete information.

   The first time you access your Merchant Account using a new device we will require you to authenticate your Merchant Account with additional information. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the Power Cash App Terms, unless otherwise re-defined herein.

4. Assigning Agents

   An “Agent” is an individual assigned by the “Control Person”, giving them the ability to generate “payment intents” that allow them to receive money on behalf of the Merchant. Certain Agents may also have the ability to fire off “refunds”. These Agents are called “Agent Managers”. When the Control Person assigns an agent, the Agent must name and email into their merchant account and the Agent receives an invite via email (“Agent Information”). The Agent does not go through KYC but should agree to certain terms and conditions ensuring they’re using the Agent account appropriately. The Agent understands and agrees to this Merchant Agreement and Terms of Service.

Once you assign an individual as an Agent, you hereby acknowledge and agree that the Agent has authority to utilize the Payment Services on behalf of Your business or entity and they are as well bound to the terms of this Agreement on behalf of your business or entity. You represent and warrant that the Agent(s) is an employee of your business or entity, and all Agent Information you provide the Company to register, open, and use is true and accurate, and you agree to keep all Agent Information current. You further represent and warrant that the Agent(s) is only permitted to use the agent account to do business related to the merchant account and no outside business or anything related to personal use.

1. Power Cash Balance

   When you first open your Merchant Account you will be REQUIRED to link an external, U.S.-issued bank account (an “Eligible Bank Account” as defined below) to utilize the Payment Services. By linking an Eligible Bank Account to your Merchant Account, you are hereby representing, under penalty of perjury, that you are the legal owner of that Eligible Bank Account.

1. General

2. Functionality - Your balance consists only of the funds you have received in your Merchant Account by leveraging the Payment Services (your “Power Cash Balance”).

3. Authorization for Refunds - Each time you or your Agent instruct us, through your Merchant Account, to initiate a Refund (as defined in section III.A “Refunds”), you authorize us to immediately debit your Eligible Bank Account to the Company at the time of the Refund for the amount instructed.

4. Transferring Funds to Your Bank Account

5. Transfers to Your Bank Account - You may electronically transfer funds from your Power Cash Balance to an Eligible Bank Account (“Withdraw”). By selecting an Eligible Bank Account as your deposit source you are requesting that we settle an electronic transfer to your bank account. The Company will settle these electronic transfers (via the Automated Clearing House (“ACH”) of NACHA - The Electronic Payment Association (“NACHA”)) to your Eligible Bank Account in the amount you instruct, and you will not be able to cancel the ACH transfer. Such transfer to your Eligible Bank Account via ACH will typically arrive within three (3) business days.

6. Limitations - The Company may limit how many Withdrawals you can initiate from your Merchant Account to your Eligible Bank Account and the amount of funds you can transfer in a single transaction. We reserve the right to delay or further limit such transfers at our discretion to protect the Company or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. In addition, you may not transfer funds from your Power Cash Balance to your Eligible Bank Account to evade a payment investigation. If you attempt to transfer your Power Cash Balance while we are conducting an investigation, we may hold your funds at our discretion to protect the Company or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. We also may defer or redirect payout or restrict access to your funds as necessary to comply with applicable law, subpoena or court order, or if requested by any governmental entity. You will remain liable for all obligations related to your Account even after the Account is closed.

7. Treatment of Funds

   While you have funds in your Merchant Account, your Power Cash Balance may be commingled and held with other participants’ funds in one or more pooled accounts at one or more banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any pooled account. We will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Payment Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Power Cash Balance in a Pooled Account.

8. Payment Services

   Our Payment Service lets you accept payments from Power Cash customers for your goods or services. You acknowledge and agree you will not use your Merchant Account for receiving funds for personal, non commercial purposes.

9. Your Authorization for Settlement of Proceeds and for the Company to Recover Funds

   In connection with the Payment Services, you authorize us to act as your agent for the purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to settle the proceeds of each payment you receive, less any applicable fees (“Proceeds”). Your authorizations will remain in full force and effect until the later of closure or termination of your Merchant Account, or the disbursement of all funds held on your behalf. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback provisions (as defined in Sections IV.A).

   In addition, by using the Payment Services, you authorize us to recover funds from you in accordance with these Payment Terms, the Power Cash Terms and any other agreement you have with us (“Recovery Authorizations”).

10. Unsupported Activities and Businesses

    The Company prohibits certain activities and business types to keep our clients and bank safe. These activities include a business purpose of or any entity with funds derived from or to be used for the following:

• Countries, governments, entities, and individuals subject to sanctions or included in any applicable internal lists.
• Illegal drugs or drug paraphernalia (real or synthetic)
• Direct relationships to cannabis industry – cannabis (including hemp and marijuana), cannabis growers or provision of products or services offerings specifically for or intentionally towards the cannabis industry.
• Customers engaged in the defense sector or the manufacture or production of arms, military equipment, or weapons of mass destruction. This includes, but is not limited to: anti-personnel mines, chemical weapons, cluster munitions, military equipment or technology, nuclear weapons, military and dual-use equipment, internal repression equipment and security and police equipment.
• Anonymous or numbered accounts or Customers seeking to maintain an account in an obviously fictitious name.
• New bearer share issuance or issued bearer shares that have not been immobilized or are not with an approved custodian.
• Customers whose identities are not known or cannot be verified.
• Customers terminated for financial crime concerns. In addition, customers or related parties where there is a strong suspicion or direct evidence that criminal activity has taken place, where a criminal offense has been committed and charges have been brought or where there is suspicion of terrorist financing.
• Shell banks–i.e. an entity that has no physical existence in the country in which it is incorporated and licensed, and which is unaffiliated with a regulated financial group that is subject to effective consolidated supervision (Section 313 of the USA PATRIOT Act).
• Unlicensed or unregistered Money Services Businesses –i.e., companies offering services involving money/currency exchange, money transfer, check cashing, and issuing or selling travelers checks, money orders or stored value cards that meet the regulatory definition.
• Illegal activity, as directed by federal, state, or other international and local jurisdictions
• Companies/clients who have raised tokenized funding (e.g. initial coin offering, securitized token offering) that do not adhere to FinCEN and state money transmission laws and/or SEC governance or SEC Securities Act and Exchange Act requirements.
• Payment for debt that has been charged off as uncollectible
• Psychics
• Casa De Cambios/Currency Exchange
• Online dating
• Pyramid and Ponzi investments
• Technology developed to weaken industry security controls
• Gambling
• Crypto consulting companies, unlicensed money/virtual currency transmitters, exchangers, ATMs
• Adult entertainment businesses, escort services and sexually oriented or pornographic products and services.
• Payday lenders, their owners and principals.

• Diplomatic missions, embassies, and consulates.

• Our Fees

  You agree to pay the applicable fees disclosed to you when you create your Merchant Account.

All fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds. Subject to the Power Cash Terms and this Agreement, we reserve the right to change the fees upon reasonable advance notice. All Balances and all fees, charges, and payments collected or paid through the Payment Services are denominated in US dollars.

Power Cash’s Fees Applicable as of December 31, 2024 are as follows:

1. 0.5% per transaction (rounded up to the nearest cent)
2. A fee of $1 per withdrawal of funds may be assessed

1. Requests for Additional Information and Inspection

   The Company may request additional information from you at any time. For example, the Company may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, a business license, or other information. The Company may also ask for permission to inspect your business location. If you refuse any of these requests, your Merchant Account may be suspended or terminated.

2. Cash for Business Account History

   When a payment is made to your Merchant Account, it will be reflected in your Power Cash activity feed. Summaries of your Power Cash Merchant Account activity, including monthly statements, are available through the app or on the Power Cash website. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Merchant Account and your use of the Payment Services, and (b) reconciling all transactional information that is associated with your Merchant Account. If you believe that there is an error or unauthorized transaction activity associated with your Merchant Account, you must contact us immediately.

3. Chargebacks

4. Your Liability for Chargebacks

   There may be times when your customer may contest the transaction (“Chargeback”). If a transaction is reversed or is subject to a successful chargeback for any reason, you are responsible for the full amount of the payment plus any fees (mentioned in Section III.C). We reserve the right to deduct the amount (including any applicable fees) from the balance of your business profile. If the balance in that profile does not cover the payment amount due, plus the fees, this will result in a negative balance, which you owe to us. We reserve the right to take any or all actions as outlined herein and in the Terms of Service and may deduct the amount, plus the fees, from funds from our processing any other transaction.

   A transaction may be reversed or subject to a chargeback if:

5. The buyer pursued a successful chargeback as determined by the card issuer.

6. The transaction was not authorized.
7. We believe the transaction violated this user agreement or is otherwise illegal or suspicious.

8. We sent you the payment in error. 

   You agree to assist us when requested, at your expense, to investigate any transaction processed through the Service. If a buyer files a chargeback with their card issuer, we may, in our discretion, use the documentation you provide to us to mediate the chargeback. If you do not assist us in a timely manner, including providing necessary information within fifteen (15) days of our request, the transaction may be subject to an irreversible chargeback or reversal.

1. Our Collection Rights for Chargebacks

   If you have pending chargebacks, we may delay payouts to you. If you lose a chargeback, you agree to pay us the full amount plus any fees, and that we can debit your linked bank account to recover money you owe.

   You grant us Recovery Authorizations concerning Chargebacks pursuant to which we may recover the amount of any Chargeback and any associated fees, fines, or penalties. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.

2. Excessive Chargebacks

   If you have - or if we think you are likely to have - too many chargebacks we may add restrictions to your account.

   If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your Merchant Account, including (a) establishing new processing fees, (b) delaying payouts, or (c) terminating or suspending the Payment Services.

3. Contesting Chargebacks

   Chargebacks are time sensitive and can involve many parties (you, your bank, your customer, their bank, etc.), so we need your help to contest chargebacks quickly and diligently. If a chargeback doesn’t end in your favor, we have the right to collect the chargeback amount and any related fees from your account.

   You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Payment Services. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. We may also use any information you upload through the Services to respond to Chargebacks on your behalf. If a Chargeback dispute is not resolved in your favor we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

4. Your Additional Obligations

5. Customer Service

   Customer service for your business is your responsibility. We provide customer service to you for the payment services you use.

   You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Merchant Account, payment, debiting or crediting.

6. Refunds

   You and your Agent will have the ability to return money related to a payment you received from a customer through our Payment Services (“Refunds”). Once initiated you authorize us to debit your Eligible Bank Account to the Company at the time of the Refund for the amount instructed. All Refunds must be associated with an existing transaction that has been already initiated through the Payment Services and cannot be more than the amount of the associated transaction.

   You are required to show your customers your return or cancellation policy when they make their purchase. When you give a Refund, it has to include taxes too. You can process a refund up to 120 days from the day you accepted the payment.

   If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. Our fees will not be refunded by the Company, so the full purchase amount returned to your customer will be your responsibility. The Company has no obligation to accept any returns of any of your goods or services on your behalf.

7. Indemnity

   You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country or any inaccuracy in any Tax Information provided hereunder; (e) any third-party claims made by your Buyer regarding Square’s processing of your customer/Buyer’s Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code; and (g) any transaction, purchase, good or service in respect of which Square provides, or provided, you with payment processing services in accordance with the Agreement.

8. Additional Representations, Warranties, and Covenants

   You agree that all transactions you process through the Company are real sales and don’t break any laws. If your customer has a dispute with the sale, you will work directly with the customer to resolve the dispute.

   In addition to the Limitations of Liability and Damages Section of the Power Cash Terms, with each transaction you process through the Payment Services, you represent, warrant and covenant to us that: (a) the transaction represents a bona fide sale; (b) the transaction accurately describes the goods and/or services provided to the customer; (c) you will fulfill all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) you and the transaction comply with all federal, state, and local laws, rules, and regulations applicable to you and your business, including any applicable tax, wage and hour, and tip laws and regulations; and (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity.

1. No Warranty

   THE USE OF “COMPANY” IN MEANS COMPANY, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).

   THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

   COMPANY DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.

   Company does not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by a third party. Company does not have control of, or liability for, goods or services that are paid for using the Services.

2. Limitations of Liability and Damages

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

   UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR COMPANY ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF COMPANY IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

   THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

3. Third Party Products

   All third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

4. Termination of Payment Services

5. Termination of Payment Services

   We can terminate or refuse your access to the service at any time, for any reason as described in the Modification and Termination Section of the Power Cash Terms.

6. Payment Services Upon Closure of Your Merchant Account

   Unless there’s an ongoing investigation, if your Merchant Account is closed, we’ll cancel pending transactions and pay out any funds you have left in your account as described in Services Upon Closure of Account Section of the Power Cash Terms.

7. Survival

   Some terms of our agreement (listed below) will still apply even after our relationship ends.

   The following sections will survive termination of this Agreement, in addition to those that survive under Effect of Termination Section the Power Cash Terms: III.A (Your Authorization for Settlement of Proceeds and for the Company to Recover Funds), III.E (Cash for Business Account History), II.C (Treatment of Funds), IV.A (Your Liability for Chargebacks), IV.B (Our Collection Rights for Chargebacks), IV.C (Excessive Chargebacks), IV.D (Contesting Chargebacks), and V.A (Customer Service).

8. Binding Individual Arbitration

   General - You and the Company agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be individually arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, MASS ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST THE COMPANY. Nothing in this agreement prevents you or the Company from settling Disputes on a class, representative, or consolidated basis. If any term of this arbitration agreement in Section VI.Q is found unenforceable, including the Bellwether Arbitration procedures described below, the unenforceable term will be severed, and the remaining terms will be enforced (but in no case will there be a class action, consolidated action, mass action or representative action arbitration).

   Pre-Filing Requirement to Attempt to Resolve Disputes - Before an arbitration is commenced, you and the Company agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration, proceeding in small claims court, or lawsuit (when permitted by this arbitration agreement), each party agrees to send to the other party a written Notice (“Notice”) and personally meet and confer to informally resolve any Dispute. Any Notice to the Company should be sent by mail to Golden Order, Inc., Attn: Arbitration Agreement, 611 Gateway Blvd, Suite120, South San Francisco, CA, 94080. Any Notice sent to you will be mailed to the address on file for your account. The Notice must: (i) include your name, mailing address, email address and phone number associated with your account; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; (iii) set forth the specific relief sought, including an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages; and (iv) be personally signed by you or the Company, as applicable. A Notice is only valid when it pertains to, and is on behalf of, an individual party. A Notice brought on behalf of multiple parties is invalid as to all. Both parties agree that they will attempt to resolve a Dispute through an informal negotiation within sixty (60) days from the date the Notice is received, and you and the Company therefore agree that, before either you or the Company demands or attempts to commence arbitration or litigation (where permitted) against the other, both parties will personally meet and confer, via telephone or videoconference, with each other in a good-faith effort to resolve informally any Dispute. These informal resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration or litigation (where permitted); multiple parties initiating claims cannot participate in the same informal resolution conference, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. Engaging in an informal resolution conference is a requirement that must be fulfilled before commencing arbitration or litigation (where permitted). Any statute of limitations shall be tolled while the parties engage in the informal resolution process required by this paragraph.

   After that sixty (60) day period and not before, and after the informal resolution conference has occurred and not before, either party may elect, in a written Notice to the other party as described above, that it will pursue the matter either through small claims court or arbitration. The party receiving the notice shall then have seven (7) days to respond, including to elect for the case to be heard by a small claims court with jurisdiction. After that seven (7) day period and not before, either party may commence arbitration if not proceeding in small claims court with jurisdiction. You agree that compliance with the informal resolution process described above is a condition precedent to commencing arbitration or filing a claim in small claims court. A party’s failure to satisfy this condition precedent entitles the opposing party to seek immediate dismissal of the arbitration or litigation (where permitted) and the right to seek reimbursement of its costs. If either party elects small claims court, the Dispute will be resolved in that forum and not through arbitration. Each party agrees that state courts in the City of San Francisco, California, or federal court for the Northern District of California, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph. Each party also agrees that state courts in the City of San Francisco, California, or federal court for the Northern District of California may address whether a claim filed in small claims court or in arbitration has been previously released.

   Scope of Arbitration - If we and you are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by National Arbitration and Mediation (“NAM”) (https://www.namadr.org) according to the NAM Comprehensive Rules and Procedures and, when applicable, the NAM Supplemental Rules for Mass Arbitration Filings (together, the “NAM Rules”), and this Section. In the event NAM is unavailable to administer the arbitration, either party may invoke 9 U.S.C. § 5 to request that a court appoint the Arbitrator. Except as set forth above, and for Disputes subject to jurisdiction in small claims court, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

   Small Claims Court - Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the arbitration provider but before an Arbitrator has been selected, and the claim is subject to the jurisdiction of the filing party’s local small claims court, the other party can send a written notice to the opposing party and the arbitration provider requesting that the Dispute be decided in small claims court. Upon receipt of such notice, and if all outstanding arbitration service fees have been paid, the arbitration provider shall then administratively close the case.

   Arbitration Procedures - The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. So long as it is consistent with the NAM Rules, the arbitration shall occur through the submission of documents to one Arbitrator. To the extent the Arbitrator determines a hearing is required, the arbitration shall be conducted remotely by telephone or video conference. To the extent that the Arbitrator determines that an in-person hearing is required, the arbitration hearing will take place as close to your hometown as practicable. You and the Company will have the right to file early or summary dispositive motions. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The Company values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an Arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect with respect to disputes involving other parties.

   Bellwether Arbitration Procedures - You and the Company agree that if twenty-five (25) or more similar individual arbitration demands are brought against you or us by or with the assistance of the same or coordinated counsel or entities (“Mass Proceeding”), the parties shall select twelve (12) individual arbitration demands (six (6) per side) for arbitration to proceed (“Bellwether Arbitrations”). The NAM Supplemental Rules for Mass Arbitration Filings shall apply if the parties’ dispute is deemed by NAM, in its sole discretion pursuant to the NAM Rules and this Section XVII.19, to be part of a Mass Proceeding. While the Bellwether Arbitrations are adjudicated, all other demands for arbitration that are part of the Mass Proceeding shall be held in abeyance and stayed, and no party shall be responsible for paying any administrator or arbitrator fees (other than the arbitration provider’s initial filing/administrative fees, and Procedural Arbitrator fees, if applicable) with respect to such stayed demands while the Bellwether Arbitrations are adjudicated. Any applicable statute of limitations shall be tolled as to non-Bellwether Arbitrations demands when such non-Bellwether Arbitrations are held in abeyance. The tolling period will begin when the claimant first provided the Notice of its intent to initiate an informal resolution conference as described above.

   Any party may request, within five (5) business days of being notified by the arbitration provider that arbitration demand(s) have been filed, that the arbitration provider appoint a sole procedural arbitrator (“Procedural Arbitrator”) to determine initial questions that arise in the Bellwether Arbitrations, including whether the Bellwether Arbitration procedures are applicable or enforceable, whether any particular demand is part of a Mass Proceeding, and whether any particular demand within a Mass Proceeding was filed in accordance with this Section XVII.19. To expedite the Procedural Arbitrator’s resolution of any such initial questions, the parties agree that the Procedural Arbitrator may set forth such procedures as are necessary to resolve any such initial questions promptly. The Company shall pay the Procedural Arbitrator’s costs.

   All parties agree that the Bellwether Arbitration procedures are designed to be a generally faster, more efficient, and more affordable mechanism for resolving a Mass Proceeding, including the claims of individual parties who are not selected for a Bellwether Arbitration. All parties shall work in good faith with the Arbitrator or Procedural Arbitrator to complete each Bellwether Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing conference.

   Following resolution of the Bellwether Arbitrations, all parties agree to engage in a mediation of all remaining arbitration demands comprising the Mass Proceeding (the “Bellwether Mediation”). The Bellwether Mediation shall be administered by the arbitration provider. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Proceeding within thirty (30) calendar days following the Bellwether Mediation, the remaining demands for arbitration comprising the Mass Proceeding shall be administered by the arbitration provider on an individual basis pursuant to the arbitration provider’s rules and this Section XVII.19, unless the parties mutually agree otherwise in writing.

   All parties agree to cooperate in good faith with the arbitration provider to implement the Bellwether Arbitration procedures, including deferring any costs associated with the non-Bellwether Arbitration Mass Proceedings until the Bellwether Arbitrations and subsequent Bellwether Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes and the adoption of an expedited calendar of the arbitration proceedings.

   These Bellwether Arbitration procedures shall in no way be interpreted as authorizing a class, collective, or mass action of any kind, or an arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this Section XVII.19.

   Arbitration Fees - In accordance with the NAM Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration agreement, references to you and the Company also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.

   Opt Out - You may reject this arbitration agreement, in which case only a court may be used to resolve any Dispute. To reject this agreement, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you first create a Power Cash Account, or for existing customers who agree to this as a terms update, within thirty (30) days of agreeing to such updated terms. The Opt Out must be mailed to Golden Order, Inc., Attn: Arbitration Agreement, 611 Gateway Blvd, Suite120, South San Francisco, CA, 94080 (please note that any correspondence not related to opting out sent to this address will not receive a reply). For your convenience, we are providing an opt out notice form you must fill in to Opt Out. You must complete this form by providing your name, address, phone number and the email address(es) you used to sign up for and use the Services. This is the only way of opting out of this arbitration agreement. Opting out will not affect any other aspect of this Agreement, Power Cash Terms, or the Services, and will have no effect on any future agreements you may reach to arbitrate with us. An Opt Out that purports to opt out multiple parties will be invalid as to all such parties. No individual party (or their agent, representative, or group of agents or representatives) may effectuate an Opt Out on behalf of other individual parties.

   Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City of San Francisco, California, or federal court for the Northern District of California.

1. Choice of Law

   This Agreement and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.