User Agreement and Terms of Service

1. Introduction and Scope of Services

This User Agreement ("Agreement") governs your use of Noomerik, LLC's payment processing facilitation software and services ("Services"). By using our Services, you ("Merchant," "you," or "your") agree to be bound by these terms.

IMPORTANT: We are a technology facilitator and reseller of merchant services. We DO NOT operate as a payment processor, sponsor bank, ISO (Independent Sales Organization), or payment facilitator. We provide software solutions that enable merchants to process payments through established banking and processing networks, including integrations with third-party platforms such as HighLevel.

2. Nature of Services and Limitations

2.1 Our Role

• Stand-alone payment processing software
• API integrations with third-party platforms (including HighLevel)
• Technical support for our software solutions
• Facilitation of merchant services relationships

2.2 What We Do NOT Control

• Merchant account approvals, suspensions, or terminations
• Deposit schedules, holds, or reserve requirements
• Early termination fees (ETFs) or processing fees set by banks/processors
• Chargeback decisions or dispute resolutions
• Risk management decisions by sponsor banks or processors
• Underwriting criteria or account setup timelines
• Third-party platform functionality (including HighLevel features, integrations, or limitations)

3. Third-Party Platform Integration Disclaimer

3.1 HighLevel and Other Platforms

Our software integrates with third-party platforms through publicly available APIs and marketplace frameworks. We operate solely within the parameters these platforms provide to all users.

3.2 Platform Limitations

• We are not responsible for third-party platform decisions, feature availability, or functionality
• Platform providers may enable, disable, or modify features at their discretion
• You are responsible for understanding which features work within your chosen platform
• We cannot guarantee compatibility with all platform features or future platform changes
• Technical limitations of third-party platforms may affect service functionality

4. Payment Processing Education

4.1 Dual Pricing vs. Interchange Plus

For informational purposes only:

Dual Pricing: A pricing model where merchants display two different prices for the same goods or services based on the payment method used. Under the Durbin Amendment, true dual pricing means there is NO separate line item fee charged to the customer for using a credit card—the credit card price is simply the posted price for that payment method.

Interchange Plus: A transparent pricing model where merchants pay the actual interchange fees set by card networks plus a fixed markup from the processor.

Disclaimer: This information is educational only. Pricing models are determined by your merchant services provider, not by our company.

5. Fee Structure, Billing, and Payment Terms

5.1 Monthly Minimum Fee

Minimum monthly fee: $99.00, separate from processing fees or charges imposed by your provider.

5.2 Fee Responsibility

• Our fees are separate from merchant processing fees
• Processing-related fees are set by banks, processors, and card networks

5.4 Payment Terms and Late Fees

Fees are billed on the 1st of each month via ACH. Late after the 15th. Late fees may apply at 1.5% per month. Services may be suspended after 30 days overdue.

6. Merchant Services Operations

All merchant account decisions—including approvals, suspensions, and terminations—are made by sponsor banks and processors, not by Noomerik, LLC.

7. Data Security and Privacy Responsibilities

7.1 Merchant Responsibilities

• Maintain PCI DSS compliance
• Secure customer data
• Follow applicable privacy laws

12. Hold Harmless and Limitation of Liability

Hold Harmless: You agree to indemnify and defend our company from claims or damages arising from your use of merchant services or third-party decisions.

Limitation of Liability: Our liability shall not exceed fees paid in the three (3) months preceding any claim. We are not liable for indirect or consequential damages.

17. General Provisions

• Entire Agreement: This document supersedes all prior agreements.
• Amendments: May be updated with 30 days’ notice.
• Severability: Invalid provisions do not affect the remainder.
• Assignment: You may not assign this Agreement without written consent.