MERCHANT SERVICE AGREEMENT
Last updated: July 05, 2026
This Merchant Service Agreement (“Agreement”) is entered into by and between Unico Platforms, Inc. (“Unico,” “we,” “us,” or “our”) and the individual, business, organization, or entity (“Merchant,” “you,” or “your”) that creates, manages, or operates a storefront, website, PopApp, PopEvent page, or other business page through the Unico platform.
By registering as a Merchant, creating a PopApp or PopEvent page, accepting payments, publishing content, or otherwise using the Unico platform, you agree to be bound by this Agreement.
1. Platform Access and Use
Unico provides technology tools that allow Merchants to create and manage online business pages, including but not limited to websites, PopApps, storefronts, booking pages, marketplace pages, membership pages, and event ticketing pages.
You are responsible for all activity under your Merchant account, including the accuracy, legality, quality, and completeness of all products, services, events, tickets, descriptions, images, prices, policies, and other content published through your account.
You agree not to use the platform for any unlawful, misleading, fraudulent, abusive, harmful, or prohibited purpose. You must comply with all applicable laws, rules, regulations, licensing requirements, tax obligations, and industry standards related to your business, products, services, events, and customers.
Unico may update, modify, suspend, or discontinue any part of the platform at any time. We will make reasonable efforts to avoid unnecessary disruption, but we do not guarantee that the platform will always be available, uninterrupted, or error-free.
2. Merchant Obligations
You are solely responsible for operating your business and fulfilling any products, services, bookings, memberships, event tickets, or other offerings purchased, reserved, or requested through your PopApp, PopEvent page, or other Unico-powered page.
You agree to:
Provide accurate business, contact, pricing, tax, refund, cancellation, and fulfillment information.
Fulfill orders, bookings, memberships, and event admissions in a timely and professional manner.
Honor the terms, prices, promotions, coupons, vouchers, memberships, tickets, and policies that you publish.
Provide customer support and handle customer questions, complaints, refund requests, cancellations, disputes, and service issues.
Maintain all required licenses, permits, insurance, approvals, and authorizations required for your business.
Use customer data only for lawful business purposes related to the customer’s transaction, booking, membership, event, or inquiry.
Unico is not responsible for your products, services, events, business operations, fulfillment, customer service, refund decisions, or disputes between you and your customers.
3. Fees and Payments
Unico may charge platform fees, subscription fees, transaction fees, service fees, commissions, or other charges. Applicable fees will be displayed in your Merchant dashboard, onboarding agreement, pricing page, checkout flow, or other written communication from Unico.
For PopApp merchants, if you choose to accept credit card payments through Finix or another supported payment processor, Unico charges a transaction fee of 2.5% + $0.30 per successful transaction. This fee may be deducted from the payment amount before funds are deposited to your account.
For PopEvent merchants, Unico currently does not charge the Merchant a platform transaction fee for ticket sales. Instead, a 6% service fee will be charged to the ticket purchaser at checkout when they purchase a ticket. This service fee is separate from the ticket price unless otherwise stated at checkout.
Unico may modify its fees from time to time. If we make a material change to Merchant fees, we will provide notice through the platform, email, dashboard, or other reasonable method. Continued use of the platform after the updated fees become effective means you accept the updated fees.
You may also choose to accept payments directly from users outside of the Unico platform, including but not limited to cash, direct bank transfer, Zelle, Venmo, PayPal, or other third-party payment solutions. In such cases, Unico does not process, track, verify, guarantee, or take responsibility for those transactions. Unico assumes no liability for any legal, financial, tax-related, refund, chargeback, fraud, customer dispute, or compliance issue arising from off-platform transactions. You are solely responsible for complying with all applicable laws, taxes, and obligations related to off-platform payments.
4. Payment Processing and Payouts
Credit card and online payment processing may be provided by third-party payment processors, including Finix. Your ability to accept online payments may be subject to approval, underwriting, verification, ongoing monitoring, and the terms and policies of the applicable payment processor.
You agree to provide accurate and complete onboarding, identity, tax, banking, and business information required for payment processing. Unico and/or its payment processor may delay, suspend, withhold, or reject payouts if required for risk review, fraud prevention, compliance, chargeback management, or legal reasons.
Unico is not responsible for payment processor delays, declined transactions, failed payouts, account holds, chargebacks, reversals, reserves, processor errors, or processor account termination, except to the extent directly caused by Unico’s own willful misconduct.
5. Taxes
You are solely responsible for determining, collecting, reporting, and remitting all applicable taxes, including but not limited to sales tax, use tax, income tax, business tax, local tax, and any other taxes or fees related to your products, services, tickets, memberships, or business activities.
Unico may provide tools or settings that help you display or collect taxes, but you remain responsible for confirming that your tax settings are accurate and compliant with applicable laws.
6. Refunds, Cancellations, and Chargebacks
You are responsible for setting and communicating your refund, cancellation, rescheduling, exchange, and no-show policies, unless Unico provides a default policy for a specific product or service.
You are responsible for handling customer refund requests and disputes related to your products, services, bookings, memberships, events, or tickets. If a customer files a chargeback or payment dispute, you agree to cooperate with Unico and the payment processor by providing requested records, communications, proof of fulfillment, check-in records, order information, or other relevant evidence.
Chargebacks, refunds, reversals, processing fees, service fees, or related costs may be deducted from your current or future payouts where permitted by law and processor rules.
For PopEvent ticket purchases, any refund treatment for ticket prices, service fees, and other charges may depend on the refund policy displayed at checkout, the Merchant’s event policy, and applicable law.
7. Content Standards and Restrictions
You may not post, sell, promote, or facilitate any content, product, service, event, or activity that is illegal, fraudulent, deceptive, harmful, infringing, unsafe, discriminatory, sexually exploitative, or otherwise prohibited by Unico or its payment processors.
Prohibited or restricted activities may include, but are not limited to:
Illegal goods or services.
Counterfeit, stolen, or unauthorized goods.
Fraudulent offers, misleading claims, or deceptive promotions.
Products or services that violate intellectual property rights.
Regulated products or services without proper licensing or approval.
Harassment, hate, threats, or abusive content.
Content or activities that may harm Unico’s reputation, platform integrity, users, payment processors, or partners.
Unico reserves the right to remove, disable, hide, reject, or modify any PopApp, PopEvent page, product, service, event, ticket, image, description, or content at its discretion if we believe it violates this Agreement, applicable law, payment processor requirements, platform policies, or user trust.
8. Intellectual Property
You retain ownership of the content you upload to the platform, including your business name, logo, images, text, product descriptions, service descriptions, and event materials, provided that you have the legal right to use such content.
By uploading or publishing content through Unico, you grant Unico a non-exclusive, worldwide, royalty-free license to host, display, reproduce, distribute, modify, and use such content as reasonably necessary to operate, promote, support, and improve the platform and your PopApp, PopEvent page, or other Unico-powered page.
You represent that your content does not infringe or violate the rights of any third party.
Unico retains all rights, title, and interest in and to the Unico platform, software, technology, templates, designs, tools, features, workflows, branding, and related intellectual property.
9. User Data and Privacy
You may receive access to certain customer or user information, such as names, phone numbers, email addresses, appointment details, order information, ticket information, membership status, inquiry details, or check-in records.
You agree to use user data only for legitimate business purposes related to the applicable transaction, order, booking, event, membership, customer inquiry, or customer support request.
You may not sell, rent, lease, misuse, disclose, spam, or otherwise use user data for unrelated purposes. You are responsible for protecting user data and complying with all applicable privacy, data protection, marketing, and communication laws.
Where applicable, you agree to comply with laws such as CCPA/CPRA, GDPR, CAN-SPAM, TCPA, and other privacy or consumer protection laws that may apply to your business.
A separate Data Processing Addendum, privacy policy, or other data agreement may apply depending on your use of the platform and personal data.
10. Communications with Users
You are responsible for ensuring that any messages, emails, SMS, promotional campaigns, reminders, or other communications sent to users comply with applicable laws and user consent requirements.
Unico may provide communication tools, including email, SMS, order notifications, booking reminders, event reminders, membership notifications, or promotional tools. You are responsible for the content of any Merchant-created messages and for ensuring that you have the right to send such messages.
Unico may limit, suspend, or disable messaging features if we believe they are being misused or may create legal, compliance, deliverability, or user trust risks.
11. Platform Suspension and Account Review
Unico may suspend, limit, remove, or terminate your account, PopApp, PopEvent page, payment access, checkout access, or platform features immediately if we believe that:
You violated this Agreement.
Your business, content, products, services, or events create legal, financial, reputational, safety, fraud, or compliance risk.
Your account is involved in suspicious, deceptive, abusive, or unlawful activity.
Required payment processor, tax, identity, or compliance information is missing, inaccurate, or outdated.
We are required to do so by law, payment processor rules, platform policies, or a third-party partner.
Unico may also remove or disable content that harms user trust, violates platform policies, or creates risk to Unico, users, payment processors, or partners.
12. Termination
Either party may terminate this Agreement with 7 days’ written notice.
Unico may immediately suspend or terminate your account if you breach this Agreement, violate applicable law, misuse the platform, fail to complete required onboarding, create excessive disputes or chargebacks, or engage in misconduct.
Upon termination, you must stop using the platform and stop using user data obtained through the platform except as legally required for recordkeeping, tax, accounting, dispute resolution, or fulfillment of existing legal obligations.
Termination does not relieve you of obligations incurred before termination, including payment obligations, refund obligations, chargeback obligations, customer support obligations, confidentiality obligations, tax obligations, and indemnification obligations.
13. Disclaimer of Warranties
The Unico platform is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Unico disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, availability, security, accuracy, or reliability.
Unico does not guarantee that the platform will be uninterrupted, error-free, secure, profitable, or suitable for your specific business needs.
14. Limitation of Liability
To the fullest extent permitted by law, Unico will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, data loss, goodwill loss, customer disputes, or business interruption.
Unico is not liable for losses, damages, claims, refunds, chargebacks, disputes, taxes, penalties, legal issues, or customer complaints arising from your products, services, events, tickets, memberships, content, policies, business operations, or off-platform transactions.
To the fullest extent permitted by law, Unico’s total liability for any claim arising out of or relating to this Agreement or the platform will not exceed the amount of fees paid by you to Unico in the three months before the claim arose.
15. Indemnification
You agree to defend, indemnify, and hold harmless Unico, its officers, directors, employees, contractors, affiliates, partners, service providers, and payment processors from and against any claims, losses, damages, liabilities, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:
Your products, services, bookings, memberships, events, tickets, or business operations.
Your content or use of the platform.
Your violation of this Agreement.
Your violation of applicable law or third-party rights.
Your customer disputes, refunds, cancellations, chargebacks, or fulfillment issues.
Your misuse of user data.
Your off-platform payment arrangements.
16. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles.
Any dispute, claim, or controversy arising out of or relating to this Agreement, the platform, or your use of Unico will be resolved through binding arbitration in Delaware, unless otherwise required by applicable law.
The parties agree to resolve disputes on an individual basis and not as part of a class, collective, consolidated, or representative action, to the fullest extent permitted by law.
Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction where necessary to protect intellectual property, confidential information, platform security, user data, or business operations.
17. Changes to this Agreement
Unico may update this Agreement from time to time. We may provide notice of material changes through the platform, Merchant dashboard, email, website posting, or other reasonable method.
Your continued use of the platform after the updated Agreement becomes effective means you accept the updated terms.
18. General Terms
This Agreement represents the entire understanding between you and Unico regarding your use of the platform as a Merchant and supersedes any prior agreements or understandings on the same subject, unless a separate written agreement signed by both parties states otherwise.
You may not assign or transfer this Agreement without Unico’s prior written consent. Unico may assign this Agreement in connection with a merger, acquisition, corporate restructuring, sale of assets, or by operation of law.
If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect.
Unico’s failure to enforce any provision of this Agreement does not waive our right to enforce that provision later.
19. Acknowledgment
By using Unico as a Merchant, creating a PopApp or PopEvent page, accepting payments, publishing content, or otherwise accessing the platform, you acknowledge that you have read, understood, and agreed to this Agreement.
