Merchant Terms of Service

These Merchant Terms of Service (the "Terms") govern the use of Coco Lame Pay (the "Service"), a service operated by Coco Lame LLC, a Wyoming limited liability company with its principal office at 30 N Gould St Ste R, Sheridan, WY 82801, United States ("Coco Lame", "we", "us"). They apply to the business entity that applies for or uses the Service (the "Merchant", "you") and to the individual who accepts them on its behalf, who confirms being authorized to bind the Merchant.

By submitting an application, completing onboarding or using the Service, you accept these Terms, our Acceptable Use Policy and our Privacy Policy, which are part of this agreement.

Definitions

• Stripe means Stripe, Inc. and its affiliates that provide payment processing services to you.
• Stripe Account means the Stripe connected account opened in the Merchant's legal name through the Service.
• Payment means a payment authorized by one of your customers through the Service.
• Dispute means a chargeback, retrieval request, inquiry or other reversal requested by a cardholder or card issuer.
• Network Rules means the rules of Visa, Mastercard, American Express, Discover and any other payment network.
• Declared Activity means the business, products, services and websites you described in your application and in Stripe onboarding, as updated with our written agreement.

The Service

Coco Lame Pay is a software service that lets eligible US businesses accept online payments under their own name. Depending on your setup, it includes:

• assisted opening of a Stripe Account in your company's legal name, through Stripe's hosted onboarding;
• a checkout page in your brand, served from a domain or subdomain you control, and payment links;
• reporting on payments, refunds, payouts and fees, and a monthly fee statement;
• dispute notifications and help preparing evidence;
• support by email in English or French.

We may improve, change or discontinue features. If a change materially reduces the Service, we will give you at least 30 days' notice, except where the change is required by Stripe, the Network Rules or the law.

What Coco Lame is not

Coco Lame is a technology provider. Coco Lame is not a bank, does not take custody of Merchant or customer funds, and does not transmit money. Payment processing, the holding of funds and payouts are provided by Stripe. Coco Lame is not affiliated with, and is not endorsed by, Stripe or any payment network.

Eligibility

To use the Service you must: (a) be a corporation or limited liability company duly formed and in good standing in a state of the United States; (b) hold an EIN issued by the IRS; (c) maintain a bank account in the United States in your exact legal name; (d) act through a representative with authority to bind you, whose identity can be verified by Stripe; and (e) operate a Declared Activity permitted by the Acceptable Use Policy. The Service is for business use only and is not offered to consumers or individuals acting for personal purposes.

We may refuse an application, or ask for more information, at our discretion. We are not required to give a reason when the reason relates to risk or compliance.

Stripe services

Payment processing services for merchants on Coco Lame Pay are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Terms or continuing to operate as a merchant on Coco Lame Pay, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Coco Lame enabling payment processing services through Stripe, you agree to provide Coco Lame accurate and complete information about you and your business, and you authorize Coco Lame to share it and transaction information related to your use of the payment processing services provided by Stripe.

If there is a conflict between these Terms and the Stripe Services Agreement regarding payment processing, the Stripe Services Agreement controls. Decisions made by Stripe about your Stripe Account, including verification, suspension, reserves or closure, apply to you and to us.

Your account

• Accurate information. You represent that everything you provide to us and to Stripe is true, complete and current, including the identity and home address of your representatives and owners. You will notify us within 10 days of any change to your owners, representatives, address, bank account, website or Declared Activity.
• Verification. You authorize us and Stripe to verify your information, including through third-party identity, business and fraud-prevention databases, and to request documents at any time.
• One business per account. Your Stripe Account may only be used for the Declared Activity of the Merchant. A new website, brand or product line must be declared to us before you take payments for it.
• Credentials. You are responsible for keeping your login credentials secure and for all activity under your account.

Fees

Coco Lame fee. For each successful Payment, you owe Coco Lame a fee of 7.5% + 40¢ of the Payment amount, as also shown on our pricing page. No fee is due on a declined or failed payment.

Processing costs. Card processing costs set by Stripe for your Payments (including international card, currency conversion and dispute fees) apply in addition to our fee and are passed through at cost, without markup.

Collection. You authorize the collection of our fee, and of the processing costs passed through, by deduction from each Payment at the time it is processed. If an amount cannot be deducted, you authorize us to recover it from future Payments or under section 8.

Refunds. When you refund a Payment in full or in part, the corresponding proportion of our fee is returned to you. Processing costs are not returned. Our fee is not returned on a Payment that is subject to a Dispute.

Changes. We may change our fee with at least 30 days' notice by email. The new fee applies to Payments made after the effective date. If you don't agree, you may close your account before that date at no cost. Changes in Stripe's pricing are passed through when Stripe applies them.

Taxes. Fees are exclusive of any applicable taxes. You are responsible for all taxes related to your sales, including sales and use taxes. Where IRS reporting thresholds are met, Form 1099-K is issued for your Stripe Account through Stripe.

Statements. You will receive a monthly statement of fees. You must report any error within 60 days of the statement date; after that, the statement is deemed accepted.

Payouts and negative balances

Funds from your Payments are held by Stripe in your Stripe Account and paid out by Stripe to your bank account on your payout schedule. Stripe's standard schedule for US accounts is currently a rolling two business days, after an initial payout that usually takes 7 to 14 days. Payout timing may vary with bank holidays, risk reviews and Stripe's own policies.

You are responsible for all amounts owed in connection with your Stripe Account, including refunds, Disputes, Dispute fees, fines and assessments imposed under the Network Rules because of your activity, fees, and any negative balance. You authorize Coco Lame and Stripe to recover any such amount by (a) deducting it from your balance or future Payments, and (b) debiting the bank account linked to your Stripe Account, including by ACH debit, for the amount owed. You will keep sufficient funds available to cover these amounts. Amounts unpaid for more than 30 days may be pursued by any lawful means.

Refunds and Disputes

• You must publish and honor a clear refund and return policy, and process refunds through the Service, not by cash or other means.
• You are responsible for every Dispute on your Payments, whatever its reason, including fraud. We will notify you of Disputes and help you prepare evidence, but the decision belongs to the card issuer and we do not guarantee any outcome.
• You must respond to Dispute requests within the deadlines set by Stripe and the Network Rules, and provide accurate evidence. Submitting false or altered evidence is a material breach.
• You will keep records of orders, deliveries and customer communications for at least 18 months after each Payment.

Risk management, payout delays and reserves

We may be responsible to Stripe for losses on the accounts we onboard. To manage that risk, we may take the measures below, limited to what is reasonably necessary, and only when one of these conditions applies:

• your Dispute rate exceeds 0.75% of your Payments in a calendar month, or your fraud or refund rate is materially higher than usual for your activity;
• you sell goods or services delivered more than 30 days after payment;
• your volume or average order value significantly exceeds what you declared, without a reasonable explanation;
• you do not provide information or documents we or Stripe requested within 10 days;
• we have reasonable grounds to believe you are in breach of these Terms, the Acceptable Use Policy, the Stripe Services Agreement or the Network Rules;
• your account is being closed and refunds or Disputes may still arise on past Payments.

The measures are: (a) extending your payout delay, up to 30 days; (b) holding a rolling reserve of up to 25% of your Payments, each amount being released no later than 120 days after the related Payment; (c) where the account is closed, holding up to the amount reasonably needed to cover expected refunds and Disputes, for no longer than 120 days after the last Payment, except for amounts subject to an open Dispute. We will notify you in writing of the reason, the measure and its review date, unless the law, Stripe or a public authority prohibits it. Stripe may also apply its own measures under the Stripe Services Agreement, independently of us.

Your obligations

You agree to:

• comply with all applicable laws, including consumer protection, advertising, privacy, export control, sanctions and tax laws, and the FTC Mail, Internet, or Telephone Order Merchandise Rule;
• comply with the Network Rules and the Stripe Services Agreement;
• display on your website your legal name, a working customer service contact, accurate product descriptions and prices, your refund, shipping and privacy policies, and your terms of sale;
• deliver the goods and services you sell, within the timelines you state;
• use a statement descriptor that clearly identifies your business;
• never store, copy or ask your customers to send full card numbers or security codes;
• obtain your customers' consent where required for the processing of their data.

Data protection and confidentiality

Our handling of personal information is described in our Privacy Policy. With respect to your customers' personal information processed through the Service, you are responsible for having a lawful basis and a privacy notice for the processing, and we process that information only to provide the Service, to comply with law and the Network Rules, and to prevent fraud.

Each party will keep confidential the non-public information received from the other, use it only for the purposes of this agreement, and protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law, by Stripe or by the Network Rules.

Intellectual property

The Service, its software, design and content belong to Coco Lame or its licensors. We grant you a limited, non-exclusive, non-transferable license to use the Service during this agreement for your Declared Activity. You grant us a limited license to use your name, logo and colors to operate your checkout and, with your prior written consent only, to mention you as a customer. Feedback you give us may be used without obligation.

Term, suspension and termination

This agreement starts when you accept it and continues until terminated.

• By you. You may close your account at any time by email, with no fee and no notice period.
• By us, with notice. We may terminate the Service for convenience with 30 days' notice.
• By us, immediately. We may suspend or terminate the Service immediately if you materially breach these Terms or the Acceptable Use Policy, if Stripe requires it or restricts your Stripe Account, if you provided false or misleading information, if your activity creates legal, regulatory or excessive financial risk, or if required by law or a public authority.

On termination, new Payments stop. Funds in your Stripe Account remain subject to the Stripe Services Agreement and to section 10. Amounts you owe survive termination. Sections 7 to 10 and 12 to 21 survive termination.

Disclaimers

The Service is provided "as is" and "as available". To the fullest extent permitted by law, Coco Lame disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. Coco Lame does not warrant that the Service will be uninterrupted or error-free, and is not responsible for the services of Stripe, banks, payment networks, hosting providers or other third parties.

Limitation of liability

To the fullest extent permitted by law, Coco Lame will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, arising out of or related to this agreement, even if advised of their possibility. Coco Lame's total liability arising out of or related to this agreement will not exceed the fees you paid to Coco Lame in the three months before the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law.

Indemnification

You will defend, indemnify and hold harmless Coco Lame, its members, managers and contractors from any claim, loss, liability, fine, assessment or expense (including reasonable attorneys' fees) arising out of: your products, services or Declared Activity; your breach of these Terms, the Acceptable Use Policy, the Stripe Services Agreement, the Network Rules or the law; your Disputes, refunds or negative balances; or any information you provided that was inaccurate.

Dispute resolution

Informal resolution. Before starting any proceeding, a party will send the other a written description of the dispute, and the parties will try in good faith to resolve it for 30 days.

Arbitration. Any dispute arising out of or relating to this agreement that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is Sheridan County, Wyoming; hearings may be held by video conference. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property or confidential information.

No class actions. Claims may only be brought individually, not as a plaintiff or class member in any purported class, collective or representative proceeding.

Governing law

This agreement is governed by the laws of the State of Wyoming and the United States, without regard to conflict of laws rules. Subject to section 18, the state and federal courts located in Wyoming have exclusive jurisdiction.

Changes to these Terms

We may update these Terms. For material changes, we will email you at least 30 days before they take effect, unless a shorter period is required by Stripe, the Network Rules or the law. Continuing to use the Service after the effective date means you accept the updated Terms. If you don't, you may close your account before that date at no cost.

General

• Electronic communications. You consent to receive notices, statements and agreements electronically, by email to the address on your account or on this website, in accordance with the federal E-SIGN Act. Notices to us must be sent to orlandonicox@outlook.fr.
• Assignment. You may not assign this agreement without our written consent. We may assign it to an affiliate or a successor of our business with notice.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including outages of Stripe, banks or networks.
• Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.
• Severability and waiver. If a provision is held unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver.
• Entire agreement. These Terms, the Acceptable Use Policy and the Privacy Policy are the entire agreement between the parties about the Service and supersede prior discussions.
• Language. These Terms are written in English. Any translation is provided for convenience, and the English version controls.

Contact

Company

Coco Lame LLC

Address

30 N Gould St Ste R
Sheridan, WY 82801
United States

Email

orlandonicox@outlook.fr

Phone

+1 (616) 883-2539