Transaction Processing Services Policy

Version 8 – Apr 1, 2024

By using DRUO’s Transaction Processing Services (“Transaction Processing Services”), you agree to DRUO’s General Terms and Conditions, additional terms and conditions (“Additional Terms”) including this “Transaction Processing Services Policy” and all other terms, policies and guidelines applicable to the Services (as defined in the General Terms and Conditions).

The Transaction Processing Services may only be used for business purposes and within the terms defined in this Transaction Processing Services Policy as well as any applicable Additional Terms, if any. The terms defined in this policy and related additional terms shall have the same effect as those found in the General Terms and Conditions, unless otherwise defined in this policy.

You may use the Transaction Processing Services on behalf of an individual or business (a business being any company, partnership, entity, organization, non-profit, corporation, or any other type legal entity). Both options are considered a Business with DRUO (“Business”) for the purposes of these Terms. By using the Transaction Processing Services on behalf of a Business, you represent that you are expressly authorized to bind the Business to these terms and, therefore, that the Business adheres to these terms.

Use of the Transaction Processing Services automatically begins at the time you sign-up for a DRUO profile in a country where DRUO offers such Services.

If you have any questions about the General Terms or this Transaction Processing Services Policy, please contact us before using the Services.

A. Our role

1. Our Function

Through our Transaction Processing Services, DRUO allows you to receive, send, and transfer funds electronically for the payment of goods and/or services with your customers, suppliers, employees, users, partners or any other third party with whom you have a relationship (hereinafter “End Users”). DRUO is not a bank or financial institution and does not offer financial services.

Our Transaction Processing Services allow you to process multiple transaction types including pay-ins, payouts, transfers, and refunds (“Transaction Types”) through the use of stored value products such as savings accounts, checking accounts, wallets, loyalty programs, prepaid cards or gift programs and other payment methods that DRUO enables or makes available (collectively, “Payment Methods”).

The availability of these Transaction Types and Payment Methods may vary depending on your specific region, country or your individual Profile. For this reason, DRUO does not guarantee that they will be available to you, even if they are listed in these Terms. We reserve the right to add, modify, and/or disable Transaction Types and Payment Methods without prior notice, as well as to request your compliance with specific requirements to provide any of services to you.

In order to fulfill our role, we must establish agreements with different processors and partners involved in the execution of a transaction (hereinafter the “Processors”). Processors allow us to process the different Transaction Types through the enabled Payment Methods. Processors include, but are not limited to, financial institutions, payment networks, payment gateways, processors, virtual wallets, postal networks, Transaction Processing Services providers, payment facilitators, and the Card Brands (such as Visa, Mastercard, Diners, and American Express). You agree to adhere to the policies, requirements, and limitations they impose on your activity within the Transaction Processing Services.

2. Transaction Types

Our Transaction Processing Services allow you to instruct us to process transactions on your behalf according to the available Transaction Types (as defined below) associated with the Payment Methods to or from your End Users.

The Transaction Types available in DRUO are as follows (collectively referred to as “Transactions”):

• Pay-in: When, at your instruction, we charge a Payment Method and such funds temporarily enter DRUO’s accounts, and therefore your Balance (as defined in Section D.1: “Balance”).
• Payout: When, at your instruction, we send funds belonging to you (available in your Balance) to the destination Payment Method defined by you, through our Settlement Services (as defined in Section E: “Settlement Services”).
• Transfer: When, at your instruction, we initiate a transfer from one account directly to another without such funds entering DRUO’s temporary custody, and therefore, your Balance.
• Refund: When, at your instruction, the funds corresponding to a successful Pay-in are returned to the Payment Method from which the funds of the initial transaction originated.
• Return: When, at the instruction of DRUO or its Processors, the funds corresponding to a successful transaction are returned to the Payment Method from which the resources of the initial transaction originated.

Please note that if you require processing transactions directly from/to bank accounts, you will need to connect such accounts through the Account Connection service. This service is subject to specific conditions and restrictions which can be found in the Account Connection Policy.

3. Additional Policies and Terms

This Transaction Processing Policy has additional terms (“Additional Terms”) that apply depending on the countries related to the provision of the Services. By using the Services, you represent that you have read and accepted these Additional Terms as applicable. Therefore, we encourage you to read these documents carefully. The following is a list of the Additional Terms to this Transaction Processing Services Policy, which form an integral part of your agreement with us (the “Terms”):

• Transaction Processing Services Policy – Additional Terms for the United States: Additional terms that apply to transactions that are originated, processed, or received in the United States.
• Transaction Processing Services Policy – Additional Terms for Mexico: Additional terms that apply to transactions that are originated, processed, or received in Mexico.
• Transaction Processing Services Policy – Additional Terms for Colombia: Additional terms that apply to transactions that are originated, processed, or received in Colombia.
• Transaction Processing Services Policy – Additional Terms for Peru: Additional terms that apply to transactions that are originated, processed, or received in Peru.

4. Additional Agreements and Requirements

The enablement of a Transaction Type and/or Payment Method for your Profile may be subject to additional terms, conditions, or regulations applicable to that particular Transaction Type and/or Payment Method. These conditions are imposed by DRUO and/or third-party Processors and are required to process transactions (“Processor Agreements”). For example, if a transaction is processed via the ACH system, you agree to the Additional Terms that apply to this service as well as the ACH network regulations and other rules, conditions, and restrictions that apply to you under the applicable regulations. As a second example, the Card Brands may require you to accept an agreement to process a high volume of transactions within the scope of these Transaction Processing Services. This requirement may occur from before you begin processing transactions or from the time you process a higher amount of sales than specified by any of the applicable Payment Processors. By accepting this Transaction Processing Services Policy, you agree to any additional terms, conditions, laws or regulations applicable to the Transaction Types and Payment Methods, as well as those that the Payment Processors or any third party processors may impose, and you explicitly agree to the conditions described in such terms.

In some cases, you may also be required to enter into additional agreements with certain Processors, including cases where transaction processing thresholds for your Business are exceeded, cases where one of our Payment Processors considers you to be a high-value customer, or as otherwise required by DRUO or its Processors. By agreeing to this Transaction Processing Services Policy, you also agree to these terms. In addition, in cases where it is necessary to appoint an agent or agent for the processing of your payments, you appoint DRUO for such processing. If we require any additional action on your part in such cases, we will notify you of such requirement.

If you object to the terms within these Processor Agreements, we will not be able to provide the Services that are the subject of this Transaction Processing Services Policy, which may result in the suspension or termination of your DRUO Profile.

B. Access to Services

1. Signing-Up for Transaction Processing Services

As outlined in Section B: “Access to Services” of the General Terms and Conditions, you must open a DRUO Profile (as defined in the General Terms and Conditions, Section B.4: “Creating a Profile”) to access any of the DRUO Services, including the Transaction Processing Services.

When you create a Profile, DRUO will request information about you and your Business. This information may be presented to your End Users within their transaction details.

You also declare that you are a citizen or legal resident of the country under which you create your Profile in DRUO. In case you represent an organization, it must be authorized to conduct business under the jurisdiction of the country under which you register a Profile in DRUO, and you declare that you are an authorized representative or signatory of such organization, and you authorize DRUO to make the necessary inquiries to verify this information. Using information from third parties who have not authorized its use to open a Profile at DRUO is illegal. You declare that you are responsible for any damage or harm that this unauthorized use may cause to DRUO or any third party.

2. Identity and Eligibility Verification

Completing the registration process and being an active DRUO customer does not create an obligation for DRUO to enable the Transaction Processing Services for your Profile. DRUO and/or its Processors may conclude that you will not be permitted to use the Transaction Processing Services or any other particular service. This decision is unilateral, and may entail the suspension of some or all of the Services at DRUO’s discretion, and does not require any justification or indemnification by DRUO.

3. Information Requests, Inspection, and Monitoring

DRUO may request that you submit information about you, your business, your activity and any of the transactions processed through the Transaction Processing Services, as well as any additional information DRUO deems necessary. You must submit the requested information within the time frames specified by DRUO.

During the investigation process, DRUO may withhold funds from the transactions in question, generate reserves, recover the related funds, and/or establish partial or total limits to the functionality of your DRUO Profile.

If you do not respond to requests for information in a timely manner, DRUO may suspend or terminate your Profile as well as reverse transactions that we determine should be reversed without justification and/or compensation.

C. Execution of Services

1. Transaction Authorization

You may only request the processing of transactions through the Transaction Processing Services that have been duly authorized by your End Users and in accordance with the agreements established with them. Because of this, prior to the processing of any transaction, you must obtain the authorization from the End User related to the Payment Method associated with each Transaction processed by DRUO.

You shall keep such authorizations and documents to support all transactions executed through the Transaction Processing Services, so that they can be immediately presented when requested by DRUO, its Processors, and/or by any civil, criminal, administrative or tax authority. Therefore, you must guarantee the existence, validity, conservation and availability of such information for the legal term to which you are obliged, which in any case shall not be less than 5 years.

You are directly liable to DRUO, its Processors, its End Users and/or any related third parties for any Transaction that is executed without the respective authorization, or that is invalid, incomplete, inaccurate or erroneous.

You maintain a direct relationship with your End Users and are responsible for (i) acquiring proper and unambiguous consent to process Transactions through the Transaction Processing Services, (ii) verifying the identity of your End Users to ensure that authorizations were granted by them, (iii) determining eligibility and authorization to process a Transaction, (iv) ensure that all transactions processed through the Transaction Processing Services comply with the requirements and conditions described within these terms, (v) provide confirmation or receipts to your End Users for each Transaction, and (vi) acquire appropriate consent for the processing of your End Users’ data, including processing by DRUO and/or the other parties involved in the provision of the services.

Notwithstanding the foregoing, Transactions that we process may be subject to Dispute (as explained in Section H: “Disputes”). DRUO is not responsible and will not be liable to you for Transactions that are processed and subsequently become subject to Dispute, Refund, Reversal, that have been processed without authorization or with authorization without compliance with the above requirements, that violate any applicable law, or that are contrary to contractual agreements entered into by you with your End Users. You are immediately liable for all Disputes, Refunds, Reversals, or fines as well as for any regulatory requirements that imply reversing a transaction or the payment of fees or penalties, regardless of the reason or time window. Because of this, you will hold DRUO, our Processors, and other parties involved in the processing of transactions, harmless from all claims associated with these cases and your use of the Services.

2. Receipts and notifications

You shall provide a receipt or support of processed transactions to your End Users upon their request or when required by the jurisdiction where you operate.

DRUO may send notifications and/or media of transactions processed directly through the Services to your End Users in which case you are obliged to obtain the required authorization to perform such operation and shall hold DRUO harmless from any claim arising therefrom.

3. Processing times

Transaction processing may be subject to the involvement of multiple Processors, which may have additional and/or different processing cycles and delays in execution.

Transaction processing may involve multiple Processors that may be located in different jurisdictions. These Processors may have additional and/or different processing cycles, experience delays, or have days of the year in which services are not processed, including but not limited to bank holidays.

Therefore, DRUO assumes no responsibility for transactions that are not processed in a timely manner, or if the transaction is delayed or interfered with. This may have multiple reasons including financial system processing times, communication system failures, computer equipment failures, power failures, Processor failures or force majeure or acts of God, including but not limited to holidays, closures, or office blockades due to strike, pandemic, work stoppage, civil commotion, actions of authorities or subversive movements. In such cases, DRUO will use its best efforts to process transactions as quickly as possible, restore service and process the relevant requests for continuity of service. You will explicitly hold DRUO harmless from any claims associated with the execution of transaction processing and the effects it may have on you or third parties.

4. Transaction History

When a transaction associated with your DRUO Profile is made, we will update your activity on the Services and provide you with a confirmation of the transaction. The confirmation will serve as your receipt or supporting documentation.

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 DRUO Profile and your use of the Transaction Processing Services, and (b) reconciling all transactional information associated with your DRUO Profile.

If you believe there is an error or unauthorized transaction activity associated with your DRUO profile, you should contact us immediately, otherwise, we will consider that you have authorized such transactions.

5. Applicable Fees

You agree to pay the fees applicable to you according to the Fee Schedule defined for your Business for the use of the Transaction Processing Services, which will be published through the Services or upon request to our team at any time. DRUO reserves the right to change these fees with prior notice. Your continued use after the announcement of such change implies acceptance of the updated rates.

DRUO may also offer additional products and/or services at any time. Unless otherwise agreed in writing by the parties, services not explicitly listed in the Fee Schedule defined for your Business will be billed based on DRUO’s standard rates. These fees may change at any time without notice, and are available upon request.

Our fees may be charged at the time we process a transaction and deducted from the total payment processed as well as from the Balance of your DRUO Profile (as defined in Section D.2: “Balance”), charged in advance or charged after the service is rendered as DRUO may determine.

Please note that you grant us Recovery Authorizations, which we may use to recover amounts from fees you owe us in accordance with Section K.2: “Recovery Authorizations”.

6. Processing Errors

For causes attributable to DRUO:

We will use our best effort to correct processing errors that are discovered. If an error occurs and you receive less funds than you are entitled to, we will credit the difference to your DRUO Profile Balance or directly to your Deposit Account as defined by DRUO.
If, however, an error occurs and you receive more funds than you are entitled to, DRUO may recover the additional funds from you. For this, you grant us Recovery Authorizations with respect to processing errors as described in Section K.2: “Recovery Authorizations”.

You agree to periodically review the transactions processed through the Services. If you find an error, you must promptly notify DRUO. If you do not notify us of the processing error within thirty (30) days after the date the error is generated, you will be deemed to have agreed to the transactions made and you waive any future claim under such event.

For causes attributable to you:

If an error occurs due to causes attributable to you, and results in a transaction that is processed for less or more funds than initially intended, you shall perform the activities required by DRUO to correct the error, and upon request, by accepting these terms, you grant us Recovery Authorizations with respect to processing errors as described in Section K.2: “Recovery Authorizations”.

7. Currency Conversion

You may request processing of a transaction that requires its value to be converted from one currency to another. This may occur in transactions that take place in the same jurisdiction as well as in transactions that are processed across multiple jurisdictions (as detailed in Section G: Cross-Border Services). In such cases, DRUO and/or its Processors will convert the amount of the transaction to the required currency using their currency conversion procedures.

The rate used for currency conversion will be determined by DRUO and/or its Processors when you request processing of the applicable transaction and is understood to be accepted by you as part of the execution of this agreement. The exchange rate used may vary depending on some factors, such as: the time and date of processing, the purchase rate, the rates available in the wholesale currency markets, the market opening rate, the currency trading rate, and the rate presented by our Processors and other intermediaries necessary to process each transaction, etc. Therefore, the applicable rate may differ from the rate received by DRUO or the rate established by the corresponding authority on the processing date. Please note that a transaction may require multiple conversions (e.g. to USD and then to the destination currency), which may result in a higher than expected fee. DRUO reserves the right to generate, change or recalculate the applicable rate at any time throughout the transaction processing cycle.

This conversion rate may apply to the origin or destination Payment Method depending on the currency of the original transaction and the direction of the transaction. They will also be subject to the costs established by DRUO, its Processors and other institutions involved in the process. Keep in mind that the financial institutions associated with the Payment Methods involved in such transactions may charge additional fees or your End Users for processing the transactions, so the rate may vary compared to what DRUO informs you.

In the event that Reversals, Refunds or Disputes are generated from transactions subject to currency conversion, the rate of these new transactions will be calculated as of the date the transaction is processed under the above conditions and may differ from the value of the original transaction.

D. Funds Management

1. Authorization to Collect, Receive, Hold, and Settle Funds

For Transactions where DRUO takes temporary custody of your funds, you authorize us to act as your agent (by your mandate) for the purposes of collecting, receiving, holding and settling funds derived from Transactions processed through the Transaction Processing Services, as applicable to the Type of Transaction. Your authorization allows us to perform the aforementioned activities with respect to funds belonging to you and after making the applicable deductions derived from the following elements: the country/region(s) to which the processed Transactions relate, the Payment Methods used, the participants involved in the Transaction, the amount of the processed Transaction, the related currency conversion, the applicable taxes, the applicable tip, and the applicable fees (as defined in Section C.5: “Applicable Fees”). This authorization granted by you will remain in full force and effect until the following two events have been successfully completed regardless of order: a) the closing/termination of the agreement entered into between you and us; and b) the complete delivery (settlement) of all funds effectively collected and held by DRUO on your behalf (as defined in Section E: “Settlement Services”).

For Transactions where we receive and/or send funds on your behalf, you agree that the receipt and/or settling of such funds by DRUO satisfies your obligations with your End Users. We will keep you informed of the status of the transactions through the Services (as explained in Section D.2: “Balance”).

When applicable, DRUO will receive funds from transactions processed through the Services and will deliver to you only those funds actually received by us on your behalf, minus those amounts owed to us, those subject to the Refunds provisions (as defined in Section H: “Refunds and Reversals”), those subject to the Disputes provisions (as defined in Section I: “Disputes”), those required to be withheld for legal or tax purposes, those held in Reserve (as defined in Section D.4 “Reserve Funds”), those being withheld or pending review, or generally any other amounts payable by you to us for use of the Services.

Please note that by using our Services, you authorize us to recover funds due to DRUO arising from any activity related to your use of the Services through the General Terms and Conditions as well as any other agreements you have with us, including the Additional Terms and this Transaction Processing Services Policy. This authorization allows us to generate what are hereinafter referred to as “Recovery Authorizations”, which we may use to recover any amounts owed to us in accordance with Section K.2: “Recovery Authorizations”, as well as any other agreement between you and us.

Depending on the operating model, there will be cases in which funds coming from transactions processed through the Services will not be received by DRUO in the process. In this processing scheme, you grant us Recovery Authorizations to collect all fees, taxes/withholdings and other funds due to us from the Payment Method(s) connected to your Profile.

2. Balance

Some Transaction Types will require DRUO to temporarily receive the funds associated with such Transactions into accounts managed by us. In such cases, DRUO calculates the amount owed to you, considering various factors including (a) the amount, type, and status of the transactions; (b) the country or region associated with your Profile and the transactions you process; (c) the Payment Methods used; (d) the participants involved in the transactions; (e) applicable taxes/withholdings; (f) and applicable Fees (as defined in Section C.5: “Applicable Fees”).

The funds resulting from the calculation above may generate a balance in your favor that we will hereinafter call “Balance”. YOUR BALANCE IS NOT A STORED VALUE VEHICLE (LIKE A SAVINGS ACCOUNT OR CHECKING ACCOUNT) BUT AN INFORMATIVE REPRESENTATION OF THE FUNDS IN YOUR FAVOR, HELD BY US ON YOUR BEHALF, DERIVED FROM THE PROVISION OF OUR SERVICES. Your Balance is divided into 3 sections or concepts, which are important for you to know: Total Balance, Reserve Balance, and Available Balance. These concepts are described below:

Total Balance: Represents the total funds owed to you after (1) DRUO has effectively received the funds from Transactions processed pursuant to the contractual relationship between You and DRUO, (2) applying fees and taxes associated with each Transaction, and (3) applying any deductions associated with the use of the Services. These deductions include funds that have been settled to you or a third party at your direction through the Settlement Services (as defined in Section E: “Settlement Services”), that have been used to pay your obligations to us, those subject to the provisions in Section H: “Refunds and Reversals”, those subject to the provisions in Section H: “Disputes”), those required to be withheld for legal or tax purposes, or those that are collected by DRUO within the scope of Section J.2 “Recovery Authorizations”.

Reserve Balance: Represents funds held in reserve as defined in Section D.4: “Reserve Funds”.

Available Balance: Represents the funds available to you through the Settlement Services (as defined in Section E: “Settlement Services”). The Available Balance is obtained by taking the value of the Total Balance and subtracting the Reserve Balance.

Please note that the receipt or transfer of funds into or out of your Balance or its various sub-captions, including the Available Balance, does not represent a representation by DRUO that you are in good standing with us, nor does it relieve you from liability to DRUO for any potential events (including DRUO’s failure to receive funds or any Disputes, Reversals, Refunds, or other deductions) that may arise from transactions processed through the Transaction Processing Services as well as from your use of the Services in general. Accordingly, your Balance and its sub-concepts may be affected at any time to meet any obligations you have to DRUO, its Processors and other third parties involved in your use of the Services.

Except as required by us and as described in this Transaction Processing Services Policy, you may not release or assign ownership of funds subject to Transaction processing to any third party while in the custody of DRUO. You may dispose of the funds as set forth in Section E: “Settlement Services”.

In general terms, a positive Balance represents a credit balance on your behalf which will allow you to use the Settlement Services to make use of the funds registered in your Available Balance. If at any time a negative balance is generated (meaning that there is a balance in favor of DRUO) this will result in a collection or deduction by DRUO to receive the funds owed to us according to Section K.2: “Recovery Authorizations” or as DRUO deems necessary.

DRUO will only deliver to you the funds actually received by us on your behalf by virtue of your use of the Services, minus any deductions applicable to you. Similarly, if DRUO delivers funds to you that are later determined to be due for repayment, you provide us with Recovery Authorizations to do so as defined in Section J.2: “Recovery Authorizations.”

Should you have any questions about your Balance, we invite you to contact our team at support@druo.com.

3. Custody of funds

While you have funds in your account balance with us, your balance will be held temporarily in DRUO’s custody in one or more accounts held by DRUO or our Processors at financial institutions. By your use of the Services, you understand and authorize DRUO to hold your funds in custody through such accounts, which may be any kind of bank account or financial product with financial institutions, collectively referred to as “Pooled Accounts”. These accounts exist for the purpose of providing our services to you and others who have balances with DRUO, including those funds held in reserve.

DRUO has full control over the creation, management, and maintenance of any Pooled Account, notwithstanding any special conditions that our Payment Processors may have. Custody of your funds through such accounts is given pursuant to the mandate agreement we have with you, including the above authorization. You should only contact DRUO to receive information about the funds you own in the Pooled Accounts and to generate any type of request associated with such funds. You are not authorized to contact DRUO’s banks, financial institutions, vendors or Processors to make inquiries and/or requests about funds held in the Pooled Accounts. Doing so is a breach of this Transaction Processing Services Policy and may not only result in information that may be inaccurate, but also compromises the security and integrity of DRUO’s Services. You will be liable for damages if you take such actions.

DRUO and/or the Processors will not recognize interest, yields or other earnings on funds held in custody for you. In the event that any transaction generates a yield or other profit, you irrevocably assign such rights, yields and interest to us as compensation for the use of the Services.

Depending on the country and/or Payment Method used, the custody of funds mentioned herein may be different and have provisions that change the manner in which transactions are processed, the requirements that apply, as well as the manner in which your funds are held. Because of this, the custody of your funds may be held by DRUO, an affiliate of DRUO in another country, or one of DRUO’s Payment Processors, so it is important that you review this information in detail in the Additional Terms applicable to your use of our Services.

In some cases funds may travel directly to your Deposit Account. Under this processing scheme, you will continue to be responsible for all applicable terms of these Terms including those relating to the payment of fees, Disputes, Refunds, or Reversals, as well as for any regulatory provisions involving the return of funds and/or the payment of fees, fines or penalties, regardless of the reason or window of time.

4. Reserve Funds

To ensure performance of your obligations under any agreement between you and DRUO, we may withhold funds by temporarily freezing, suspending or delaying Settlements of your funds and/or designating a variable or fixed amount of funds to be held permanently in your Reserve Balance or in a separate reserve account (collectively, “Reserve”).

We may request a Reserve for any reason related to your use of the Services or your risk profile. The Reserve will be of such size as we determine and will be proportionate to cover DRUO’s risk or for any other reason. The Reserve may be increased, reduced or eliminated at any time by DRUO, in its sole discretion, taking into account the length of time your Profile has been active, your transaction behavior, your risk profile, the type of transactions you request to process, the Dispute risk for a transaction, the risk or materialization of fraud, the type of industry you’re in, the type of activity your Business conducts, the products/services you offer, the countries related to your operation, your behavior with the Services, your credit scores, the amount of any arbitration award or court judgment against you in favor of DRUO, or as otherwise required by DRUO. If you do not have sufficient funds in your Reserve, you authorize us to fund the Reserve from any source of funds associated with your DRUO Profile, including funds (a) deposited by you, (b) for you, or (c) available in your bank account, or other instrument or payment method associated with us, including bank accounts, credit cards and debit cards. DRUO may also request these funds directly from you and in such case, you must provide them immediately.

In addition, and if required by DRUO, you agree to sign and execute any additional documentation necessary to perfect the funds held in Reserve as our security. This guarantee survives as long as we have funds in your Reserve, as long as your use of the Services and/or the effects of such use continue.

You will not receive payment of any interest or yield for the funds in Reserve, as this is held as collateral. By using the Transaction Processing Services, you waive your right to such yield/interest.

The funds in Reserve are considered a guarantee established to cover the interests of DRUO, the Processors, and other third parties associated with the operation and provision of the Services. Such funds are not available for your use, therefore, you may not enter into contracts that grant ownership of these funds to third parties, nor may you place them as collateral.

If you accept payment for products or services that are not immediately available to the End User (hereinafter a “Pre-order”) or whose execution is subsequent to the execution of the transaction (such as concert/show tickets or the purchase of products not yet available for delivery), we may, at our sole discretion, initiate Reversals or generate Reserves for a portion or all of the Transactions processed by us for that pre-ordered product or service. If you wish to receive payment for pre-ordered products or services, please contact us before doing so.

5. Access to Funds

You will have access to the funds in your Available Balance through what we call “Settlement Services” (as explained in Section E: “Settlement Services”).

Your request for settlement to any payment method (whether on demand or scheduled) constitutes an instruction to send your funds to the selected destination. Settlements that are processed satisfy DRUO’s obligation to deliver the funds that we have been holding on your behalf, thereby extinguishing our settlement obligations. The execution of settlements will reduce your Available Balance in proportion to the settlements executed along with the fees and applicable deductions.

6. Inactive Profiles

If no Transactions are processed through your DRUO profile for an extended period as defined by DRUO or you do not have a Deposit Account, you may have a Balance that is considered “unclaimed” or “abandoned” depending on the applicable jurisdiction. If this occurs, DRUO will send you a notice with instructions on how to deposit your Balance into an account owned by you. If there are still funds remaining in your DRUO Profile or you do not provide the required information, DRUO will handle such funds as required by local regulation or, in the absence of such definition, as defined by DRUO.

E. Settlement Services

Our Settlement Services allow you (or a third party designated by you in accordance with Section E.4: “Disbursements to Third Party Payment Methods”) to receive funds belonging to you from transactions processed through the Services where DRUO has received such funds.

In order to perform the Settlement Services, DRUO will coordinate the deposit of funds belonging to you with the Processors necessary to execute the transaction. To do so, we must enter into agreements with multiple Processors, which may operate in jurisdictions. By using the Transaction Processing Services, you agree to a) comply to any fees, restrictions, terms and conditions that such Payment Methods or the Processors associated with DRUO’s operation may impose for the processing your Settlements, and b) ensure compliance with applicable regulations.

Please note that at the time of processing a Settlement, DRUO may review your Profile and this may result in an adjustment to your Balance, an investigation of your Profile, a suspension of the Services, or a partial or total freeze of your Settlements. We may also deduct the amount to be settled by collecting the appropriate amount of fees, penalties, and any other amounts owed to us for any reason.

1. Settlement Methods

Our Settlement Services allow you to withdraw your funds in two ways (hereinafter referred to as “Settlement Methods”). Only one method can be enabled at a time:

• Scheduled Deposits: We will execute your instructions to deposit all funds available for settlement to the Payment Methods you designate (hereinafter “Deposit Accounts” as described in Section E.2: “Deposit Accounts”) according to the dispersal frequency scheduled in accordance with your “Deposit Schedule” as defined in Section E.3: “Deposit Schedule”).
• On-Demand Payouts: We will execute your settlement instructions to any connected Payment Methods that supports such functionality on the dates, frequency, and amounts that you instruct us to until the total of the Available Balance that you have with us is extinguished.

Settlement Method availability may vary depending on your specific region, country or Profile. DRUO does not guarantee that both methods will be available to you, even if they are listed in these terms. DRUO reserves the right to add, modify and/or disable Settlement Methods that we have previously enabled without prior notice, as well as to request compliance with specific requirements for the enablement of any of them. Please note that DRUO may also establish limits, different processing times, and applicable financial institutions on a case-by-case basis.

To make use of the On-Demand Settlement Method option, you must comply with the criteria established by DRUO in the Deposit Schedule, and you may not use this Settlement Method to simulate Scheduled Deposits.

To change your Settlement Method, please send a request to support@druo.com. Please note that changing your Settlement Method may impact the pricing of our Services.

2. Deposit Accounts

In order to receive the funds belonging to you through your use of the Transaction Processing Services, you must provide at least one Payment Method to which you want us to send your funds to, which must allow DRUO and/or its Processors to make debits required to service your obligations associated with your use of the Services. The Payment Method used to receive your Deposits is hereinafter referred to as the “Deposit Account”. Said Payment Methods must be in the name of your Business, successfully connected to DRUO, and must support the receipt of these funds, as well as the aforementioned debits. DRUO may authorize you provide Payment Methods that do not guarantee the possibility of making the aforementioned debits, and in which case, DRUO shall establish the additional requirements and guarantees that you understand and agree to comply with and/or constitute.

You may change your Deposit Account through the Services or by written request to support@druo.com. Such Deposit Account may not be changed at intervals of less than 30 calendar days, and in any event you must ensure that you comply with the requirements of this section. Please note that we may require you to provide us with evidence of such compliance. Your failure to provide us with the required documentation will be considered a breach of our Terms.

In cases where we are unable to generate a Deposit to a Deposit Account we may take the following actions: (a) attempt a new Deposit to a second Deposit Account (if one exists) within the next deposit cycle; (b) unlink the Deposit Account that generated the rejection from your DRUO Profile; (c) suspend transactional processing of your profile (including Deposits) until the information necessary to properly execute the process is corrected; (d) retain the affected funds until you rectify your Deposit Account information; (e) reverse some or all transactions; (f) suspend or close your DRUO Profile.

If you do not respond to our request for information and/or registration of a new Deposit Account within 60 calendar days (counted from the date of the first deposit attempt rejection), the funds pending settlement will be held in reserve and after the time determined by applicable law has elapsed, you will be considered as an inactive profile and your funds may be disposed of in accordance with the applicable legal provisions.

If DRUO is unable to generate Transactions to and/or from the registered Deposit Account, the Deposit Account may be removed from your DRUO Profile. In the event you are unable to link a new Deposit Account immediately, DRUO may suspend or close your DRUO Profile. In this event, we may deliver your funds to you in the most expedited manner established by DRUO. In such cases, you understand and agree that additional delivery mechanisms for the delivery of your funds may be subject to special fees and processing times and an identity verification process.

Please note that payment for the DRUO Services does not exempt you from any costs and/or fees that may be incurred by you with the financial institution where you have your Deposit Account.

3. Deposit Schedule

The term “Deposit Schedule” refers to the periodicity or frequency in which we initiate Deposits to your Deposit Account(s). This Deposit Schedule may be requested from our team at support@druo.com and/or may be available through the Services.

DRUO’s Deposit process is based on cycles according to the periodicity applicable to your profile. Each Deposit cycle will consolidate the transactions available for Deposit at the time of execution.

Please note that we will only generate the deposit of transactions that we have actually received on your behalf in our bank accounts, subject to what is described in Section D.2: “Balance”. DRUO will use reasonable efforts to ensure that this process occurs on the agreed upon dates, however, we cannot guarantee clearing times nor can we guarantee that a transaction will clear even though it has been approved. If there are delays or failures in settling funds into your Deposit Account(s) we will attempt a new Deposit within the next applicable cycle.

If you are a new customer, DRUO may require a holding period before making the first deposit to a Deposit Account. After the first deposit, funds will be sent to the Deposit Account in accordance with the Deposit Schedule. However, please note that any of the Processors involved in the Deposit may delay or freeze settlement for any reason, so you should wait for the full processing of such transaction. DRUO is not responsible for such actions and you represent that you will hold DRUO and its Processors harmless for any such action.

DRUO reserves the right to change your Deposit Frequency at any time. In such case, we will notify you through the channels that DRUO defines for this purpose.

To change your Deposit frequency please contact our team at support@druo.com. Please note that changing your Deposit frequency may result in a change in the fees we charge you.

4. Settlement to Third-Party Recipients

We may offer you the ability for you to use our Settlement Services to dispose of your Available Balance so that such funds may be delivered or settled to another person or company (a “Third Party Recipient”) in accordance with your instructions to DRUO.

If DRUO or its Processors deliver your funds to a Third Party Recipient as instructed by you, you agree that this satisfies DRUO’s obligations to deliver/settle such funds to you. You are responsible for conducting a know-your-customer and identity verification process for all third parties to whom you instruct us to send money using DRUO’s services. If requested by us, you shall promptly provide us with all information required by DRUO to support such process.

DRUO reserves the right to enable or disable this service to you without prior notice.

5. Availability of Funds for Settlement

We reserve the right to delay and/or suspend the Settlement Services for any reason, including: (a) when we must conduct an investigation related to your use of the Services, (b) when there are pending, forecasted, or excessive Disputes, Refunds or Reversals, (c) in cases where suspicious activity is suspected or evidenced, (d) when we are required to do so by any financial institution, Processor, applicable law or court order, (e) upon termination of these Terms if we reasonably determine that we may incur losses resulting from any legal, credit, fraud or other risk associated with your DRUO Profile. If we exercise our right to suspend or delay the Settlement Services for any reason, we will advise you of the general reason and provide you with an estimated time and applicable conditions for delivering funds to you.

F. Transfer Services

The Transfer Services allow you to send an instruction to request the processing (or initiation) of a payment directly from the originating Payment Method to the destination Payment Method, without such funds having to enter your DRUO Balance and/or DRUO accounts. This occurs because in the Transfer operation mode, funds travel directly between the related Payment Methods without requiring DRUO to receive the funds at any point.

For the purpose of the Transfer Service, DRUO is considered a technology provider facilitating the submission of your request to the applicable Processor. Therefore, by using the Transfer Services you warrant that a) you understand and agree that DRUO’s Transfer Service is a technological service for sending requests, so it is possible that the financial institutions where the origin and destination Payment Methods are stored may charge fees to the holders of the Methods in addition to those charged by DRUO to you. Such fees are not controlled by DRUO and the holder of the Means of Payment must review them directly with its financial institution. You also understand and agree that such financial institutions may impose conditions/restrictions on the associated transactions as well as on such Payment Methods including limits, verification requirements, interest, etc., b) agrees to adhere to any fees, restrictions, terms and conditions that these Payment Methods or DRUO’s Payment Processors may impose for processing your Transfers, c) has the explicit authorization to request such transfers from the holder of the Payment Methods, d) is aware that all payment instructions transmitted through the Transfer service will be irrevocable once processed by DRUO, e) that you will be fully liable to DRUO, its Processors and the holders of the Payment Methods involved for any unauthorized transactions, f) that you conducted a know-your-customer and identity verification process with the Payment Methods involved in each Transfer and g) that all Transfers requested by you comply with applicable regulations.

The availability of the Transfer Services may vary depending on your specific region, country or account. For this reason, DRUO does not guarantee that it will be available to you, even if it is stated in these terms. DRUO reserves the right to add, modify and/or disable services it has previously enabled without prior notice, as well as to request compliance with specific requirements for the enablement of any of these. Please note that DRUO may also establish limits/ceilings, different processing times and enabled financial institutions on a case-by-case basis.

1. Transfer Processing

To use this service, you must make sure that the Payment Methods involved in the Transfer request have been successfully connected. Subsequently, you must send us the Transfer request, which must include the origin Payment Method and the destination Payment Method for such transaction. Upon receipt of your Transfer request, DRUO will coordinate the initiation/processing of the transaction from the origin Payment Method to the destination Payment Method according to your instruction. If the originating Payment Method supports such transaction and has the required funds to process it, the funds will travel to the Destination Payment Method.

G. Cross-Border Services

DRUO’s Transaction Processing Services allow you to request processing transactions that originate and terminate in multiple jurisdictions (“Cross-Border Services”).

1. Coverage

Cross-Border Services operate in specific countries (hereinafter “coverage”). You may verify our coverage through our website or upon prior request to support@druo.com. Such coverage may change at any time, even without prior notice, therefore, we invite you to consult this information periodically.

2. Availability

Enabling Cross-Border Services may vary depending on our coverage, your region, country, your particular Profile (including aspects such as your economic activity), the Payment Methods involved, or the specific transaction. For this reason, DRUO does not guarantee that these services will be available to you, even if stated in these terms. DRUO reserves the right to add, modify and/or disable services that we have previously enabled without prior notice, as well as to request compliance with specific requirements for the enablement of any of these. Please note that DRUO may also establish transactional limits/ceilings, different processing times, additional costs and/or limit the use cases in which these Services may be used.

3. Cross-Border Transaction Processing

These Services allow you to send an instruction to request the processing of a transaction directly from the originating Payment Method to the destination Payment Method, which may be in different jurisdictions. Under these transactions, DRUO and/or its Processors will have temporary custody of your funds, and you authorize us to act as your agent (by mandate) for the purpose of collecting, receiving, safekeeping and depositing funds derived from Transactions processed through the Cross-Border Services as applicable to the type of Transaction either directly or through our Processors. Your authorization allows us to perform the above activities with respect to funds belonging to you and after executing applicable deductions and charges arising from the following elements: the countries/regions to which the processed Transaction is associated, the Payment Methods used, the participants involved in the transaction, the total amount of the Transaction processed, the associated currency conversion, the applicable taxes/withholdings, the applicable tip, and the applicable Fees (as defined in Section C.5: “Applicable Fees”). This authorization granted by you shall remain in full force and effect until the following two events are successfully completed (regardless of your order): a) the closing/termination of the agreement generated between you and us, and/or b) the complete settlement of all funds held by DRUO on your behalf.

For transactions where we receive and/or send money on your behalf, you agree that the receipt and/or sending of such funds by DRUO satisfies your obligations with your End Users. We will keep you informed of the receipt or remittance of these funds through the Services (as explained in Section D.2: “Balance”).

4. Counterparty

By requesting processing of a cross-border transaction, and by accepting these terms, you enter into an agreement with each of DRUO’s companies and/or Processors involved in such transaction in the originating, transit, and destination jurisdictions.

As set forth in the Section A.4: “Additional Agreements and Requirements”, the processing of cross-border transactions may require the intervention of different Processors. Therefore, if additional terms and conditions (including associated requirements and conditions) apply to you, we will let you know where to find them. Such terms are binding when you use the Services.

5. Currency Conversion

The Cross-Border Services will require a Currency Conversion transaction (as defined in Section C.7: “Currency Conversion”). By processing transactions through the Cross-Border Services you accept the conversion generated by DRUO.

6. Management of Funds

The Cross-Border Services will require DRUO and/or its Processors to have temporary custody of funds belonging to you (as defined in Section D: “Funds Management”). By processing transactions through the Cross-Border Services you agree that funds may be managed by DRUO and/or our Processors through the mandate given by you.

7. Settlement Services

Cross-Border Services that require settlement either directly through DRUO and/or through our Processors will be executed as defined in Section E: “Settlement Services”.

8. Responsibility

In addition to the responsibilities already established with DRUO, you are solely responsible for complying with any tax, currency exchange, import/export regulations, and/or additional obligations associated with your business activity and transactions processed with DRUO (including cross-border transactions). DRUO is not responsible for any taxes or obligations from transactions made through our Services. It’s your responsibility to handle any payments and reports to the relevant authorities.

Under Section B.3: “Information Requests, Inspection and Monitoring”, we reserve the right to request additional information from you about any transaction processed through the Cross-Border Services. By using the Services you agree to the terms and conditions established by DRUO for its services, as well as the special requirements for each type of transaction.

9. Disputes

Transactions processed through the Cross-Border Services may be subject to disputes as defined in Section I: “Disputes”. Processing a cross-corder Dispute may incur costs in addition to those of a local transaction, and you are responsible for all costs, taxes, and expenses associated with such processing.

H. Refunds and Reversals

1. Liability for Refunds

By using our Transaction Processing Services, you agree to process returns, provide refunds, and generally allow reimbursements (collectively, “Refunds”) associated with transactions processed with your End Users under the General Terms and Conditions, this Transaction Processing Services Policy, the applicable Processor Agreements, as well as applicable law.

You must disclose your refund, return, or cancellation policies to End Users at the time of the original transaction. If your refund policy prohibits refunds or is not satisfactory to the End User, please note that the End User may still be able to initiate a Dispute related to that transaction. In such case, this transaction will go through the dispute process described in Section I: “Disputes”.

2. Refund Requests

You may instruct us through Transaction Processing Services to process a Refund. This feature is subject to conditions you must meet to access it, including but not limited to, having an Available Balance to cover the request along with all fees and applicable deductions.

The amount of the Refund must include any associated taxes to be refunded and may not exceed the total value of the original transaction, except where such functionality is enabled. Depending on the Payment Method used for the initial transaction, you may not be able to process a partial refund.

3. Processing Refunds

Before processing a Refund, DRUO may evaluate the status of your profile including, but not limited to, your Balance, your profile activity, your transactional behavior, the type of transactions processed, the Dispute risk for a transaction, the risk or materialization of fraud, the type of industry you are in, the type of activity your Business carries out, the products/services you offer, the country from which you operate, your behavior with the Services, your risk profile, or any other aspect that DRUO may require.

If your DRUO Available Balance is not sufficient to cover the refund, we may decline or delay the transaction as well as exercise any of the rights outlined in Section K.2: “Recovery Authorizations”, including the right to debit the amount required to process the requested refund, (including associated fees and deductions) from the Deposit Account registered in your DRUO Profile, any connected account, as well as any Reserve to credit the Payment Method corresponding to the initial transaction.

We may decline or delay the execution of the processing of a Refund instruction if (i) it would cause the Available Balance to become negative, (ii) you are subject to bankruptcy proceedings, or, (iii) when we determine in any way and for any reason that there is a risk that you will not be able to meet your obligations to us (including those related to the original transaction linked to the Refund instruction).

Refund processing times may vary depending on the Payment Method used, the time elapsed from the initial transaction and the Refund request, as well as the processing times of the Processors, including the financial institutions of your End Users. Therefore, DRUO assumes no responsibility for the time required to execute the activities associated with the Refund process.

4. Transaction Reversals

A Reversal is an instruction initiated by DRUO or a Processor to return the funds corresponding to the processing of a Transaction to the original Payment Method. Reversals may be generated when (1) a reversal or cancellation of a Transaction is generated by a Processor, (2) Transactions are processed to or from a Payment Method in error or without authorization, (3) a Transaction is executed in violation of applicable law, this Transaction Processing Services Policy, DRUO’s General Terms, as well as the Processors’ rules and conditions, including their respective Payment Processor Agreements, (4) a Transaction is unknown to the Payment Method holder, (6) a Transaction is suspected of fraud, (6) your use of the Transaction Processing Services violates these terms, or (7) the Transaction is deemed by DRUO to be risky to you, to DRUO, to our Processors, or the financial system in general, without any prior notice, justification, and/or indemnification being required. This decision is unilateral and may entail the suspension of some or all Services at DRUO’s discretion.

You hereby authorize us to recover the funds subject to Reversal without prior notice and as defined in Section K.2: “Recovery Authorizations”. This authorization allows us to cover the value of any Transaction that is not properly authorized or generally ineligible for processing as defined by DRUO or as instructed to DRUO by its Payment Processors, including but not limited to transactions that are subject to fraud or suspected to be fraudulent.

I. Disputes

1. Liability for Disputes

By using the Transaction Processing Services, you acknowledge and agree that all Transactions to be processed through the Services must have been authorized by the End Users and in accordance with the agreements established with you. Prior to processing any Transaction, you are responsible for seeking authorization from the End User holding the Payment Method associated with each Transaction processed by DRUO, in accordance with Section C.1: “Transaction Authorization”.

A Dispute (sometimes called a chargeback or claim in the financial system) occurs when the holder of a Payment Method does not acknowledge or disagrees with a transaction, even if you obtained authorization from your End User. Examples of such cases include when: (a) there is none (or invalid) authorization to use a Payment Method to process a transaction, (b) the holder of the Payment Method does not acknowledge or does not agree with the processed transaction, (c) the holder of the Payment Method seeks a refund of funds paid, or (d) any other claim regarding the transaction is made, including cases in which transactions subject to fraud or impersonation are processed.

In such cases, the holder of the related Payment Method may contact DRUO, their financial institution, or you directly to generate a claim on this transaction. If the End User contacts you directly, you shall handle such claim per the agreements previously entered into with your End User and the rules applicable to the event. You will use your best efforts to seek a commercial agreement with your End User to prevent the End User from escalating the claim to DRUO or the applicable financial institution.

If the End User contacts their financial institution and/or DRUO, we will initiate the Dispute process for that transaction. During the Dispute process, an investigation of such transaction(s) will be generated, you may be asked for detailed information about the transaction(s) and the activities that led to it, and we may withhold funds associated with such transaction(s) as well as partially or fully suspend your DRUO Profile.

If a transaction becomes Disputed, the full or partial value of the transaction in question may be reversed if: (a) the processing of the Dispute fails in favor of the holder of the Payment Method, (b) the transaction is returned for any reason by the payment system, our Processors, or related financial institutions, or (c) the transaction is illegal or contrary to the General Terms and Conditions or this Transaction Processing Services Policy.

DRUO is not responsible for the outcome of the Dispute process. Please note that in many cases the final decision on a Dispute is generated by organizations that aren’t DRUO, such as the Processors and the financial institution issuing the Payment Method used for the initial transaction.

You may not request processing of a transaction that duplicates a transaction that has been subject to a Dispute.

2. Response to Disputes

You agree to meet the requirements to process a Dispute as well as assume all responsibility for it, including if the end result of the process is that you must return funds to us, to the holder of the Payment Method used, or to any of our Processors, taking into account that DRUO is a Transaction Processing Services provider and it is you who establishes the commercial exchange relationship with your End User.

You authorize us to respond on your behalf to Disputes arising from your transactions based on information we have about you, your transactions and other information uploaded to or generated by the Services.

If requested by us, you must perform at your own expense all activities required to investigate and process a dispute, and provide DRUO with the requested information as well as any supplements that may be helpful in the process of responding to a Dispute or investigating any of your transactions processed through our Transaction Processing Services. You also authorize us to share this information with the holder of the Payment Method, financial institutions, Processors and other related parties for the purpose of investigating and/or processing a dispute.

You agree that failure to assist us in a timely manner when investigating a transaction, including providing the requested information within the time frames indicated by DRUO, represents an acceptance by you of the reasons for the Dispute and therefore it is very likely that the Dispute will not be resolved in your favor. This may also be grounds for termination of our contractual relationship and termination of your DRUO Profile.

If the Dispute is resolved in your favor, we will release the corresponding funds in reserve with respect to such transaction to your Available Balance from your DRUO profile. If a Dispute is not resolved in your favor or you choose not to respond to a request for information from us, we may recover the amount of the Dispute and any associated fees as described in Section I.1: “Liability for Disputes”.

We reserve the right, upon notice, to charge a fee for processing, handling and/or investigating disputes.

3. Dispute Collection Rights

For any transaction that results in a Dispute, we may retain the amount of the Dispute in a Reserve. You grant us Recovery Authorizations (see Section K.2: “Recovery Authorizations”) for Disputes, pursuant to which we may recover the amount of any Dispute, fee, including any associated fines or penalties, as well as any fees generated by our Processors or Payment Methods.

If you have outstanding Disputes, we may delay Deposits or Settlements or withhold part of your funds in our custody. In addition, if we believe that a transaction instructed by you is likely to result in a Dispute, we may withhold the value of the potential Dispute from your Available Balance until: (a) a Dispute is actually generated, in which case we will hold the funds until such Dispute is resolved, (b) the term available to the holder of the Payment Method to dispute the transaction expires, or (c) we determine that a Dispute will not occur in the transaction or that there is a low risk that a Dispute will occur, notwithstanding that such transaction may subsequently become subject to Dispute. If we are unable to recover funds in connection with a Dispute for which you are responsible, you agree to pay us immediately upon our demand the full amount of the Dispute plus associated costs, penalties and taxes, including attorneys’ fees and other expenses incurred by us in collecting all amounts owed by you. Given that DRUO’s commitments to you are based on a matter of course rather than a guarantee of results, we will use our best efforts to achieve a positive result for you without any obligation to do so.

4. Excess Disputes

If we believe that you may incur or are incurring an excessive amount of disputes, we may establish additional conditions governing your DRUO Profile, including: (a) establishing new transaction processing and/or dispute handling fees, (b) creating a reserve in a reasonable amount determined by us to cover disputes and related fees in advance, (c) delaying deposits or adjusting the frequency of deposits, (d) freezing the ability to process new transactions, (e) canceling or suspending Transaction Processing Services, or (f) closing your DRUO Profile altogether.

Please note that some Processors may generate fines or penalties for disputes generated on your behalf. They may also require you to be part of enhanced transactional risk control and mitigation programs, whereby you represent that you are responsible for and agree to pay any such associated fines and/or penalties, as well as agree to abide by and/or perform the actions required in the programs as required by DRUO.

You provide us with Recovery Authorizations for these fees, fines and/or penalties. These obligations may continue to apply even if your Profile is closed or suspended.

J. Regulatory Compliance

1. Applicable Legal Provisions

In addition to the General Terms and Conditions and the conditions described in this Transaction Processing Services Policy, you must comply with the legal provisions that regulate the transactions that we process for you through the Transaction Processing Services, including those contained in applicable national or international laws, regulations, and/or notices as defined by regulators, individuals and/or other parties involved in the provision of our services.

2. Representations, Warranties, and Additional Agreements

In addition to what is specified in DRUO’s General Terms and Conditions, with each transaction processed through the Transaction Processing Services, you warrant and agree that: (a) the transaction represents a bona fide activity conducted by you in the ordinary course of your business; (b) the transaction accurately describes your agreements with the applicable End User; (c) you will fulfill all of your obligations to the End User and resolve any disputes or complaints directly with the End User, holding DRUO and its Processors harmless; (d) you and the transactions you process comply with all laws, rules and regulations applicable to you and your business; (e) except in the ordinary course of business, which shall be notified to DRUO, you are not submitting transactions involving officers, partners, directors or managers of Your business; and (f) you are not submitting transactions involving your own Payment Methods (except for reasonable test transactions).

3. Hierarchy of Terms

In the event of a difference between the Processor Agreements and this Transaction Processing Services Policy, the Processor Agreements shall take precedence. This is with the exception of those cases in which the Processors and DRUO have reached an agreement that modifies this obligation. Likewise, in the event of a difference between a special transaction rule and a general one, the special rule shall prevail.

K. General Provisions

1. Warranties

In addition to the Reserves generated under your profile on DRUO, you agree to establish warranties as DRUO may require (including Reserves) to satisfy any obligation owed to us under this Transaction Processing Policy and any other agreement, right, title, or interest you have with us.

2. Recovery Authorizations

By using the Transaction Processing Services you authorize us to recover funds due to DRUO arising from any activity related to or carried out by you under this Transaction Processing Policy, the General Terms as well as any other agreement you have with us as described in Section G.40: “Recovery Authorizations” of the General Terms.

3. Indemnity

In addition to what is specified in Section G.41: “Indemnity” of the General Terms, you will indemnify, defend and hold our Processors and us (including our respective employees, contractors, directors, agents, affiliates, and representatives) harmless from and against all claims, costs, losses, damages, judgments, suits, taxes, penalties, interest and expenses (including attorneys’ fees) arising out of any claim, action, audit, investigation or other proceeding instituted by any person or entity arising out of or relating to any transaction processed by you through the Transaction Processing Services (including the accuracy of any content or product, service or transaction information you provide or any claim or dispute arising out of products or services offered or sold by you).

4. Indemnification for Noncompliance

Notwithstanding Section C.24: “Data Security” of the General Terms, you understand that failure to comply with this Transaction Processing Policy or PCI-DSS security standards may result in fines or other losses to DRUO. In such cases, you will indemnify and reimburse us immediately for any fines or losses caused directly or indirectly by your actions and your actions or the actions of your representatives.

5. Termination

DRUO may terminate your use of the Transaction Processing Services at any time and for any reason, including your failure to comply with the provisions described in this Policy, the General Terms or any other agreement we have with you.

The termination of these terms for any reason does not release you from any payment obligations you have to us, including payment of Fees, costs accrued prior to the termination of our Services with you, Refunds, Reversals, returns, Disputes, and any other amounts owed to us as provided in this Policy or the General Terms of. If your access to the Transaction Processing Services has been terminated, you may still use the other DRUO products, at our discretion and in accordance with the rules established by DRUO.

Likewise, you may terminate the Transaction Processing Services at any time and for any reason by giving notice to DRUO by emailing support@druo.com. Please note that notwithstanding any termination of the Transaction Processing Services, you shall comply with the obligations applicable to the service and its termination.

Closing your DRUO Profile will cancel any pending transactions. All funds in our custody at the time of closure, less applicable Fees, will be settled in accordance with your Deposit Calendar, subject to the other conditions contained in this Policy. If an investigation is in course at the time your DRUO Profile is closed, we may hold your funds as described herein. If it is later determined that you are entitled to some or all of the funds, we will release those funds to you.

7. Survival

Except for your right to use the Services, the terms described in this Policy will survive any termination. The termination of the agreement created under these Terms does not exempt you from any obligations and liabilities derived from them.