Legal

Order Form Terms

1. Invoicing and Payment. The payment terms shall be 30 days from the invoice date. Except as otherwise specified, Merchant will pay all invoices in U.S. dollars. Fees are calculated as a percentage of each applicable transaction and deducted from the transaction amount. For the avoidance of doubt, the transaction fees set forth under prior order form(s) in effect between the Parties shall apply to the orders herein. 2. Terms, Implementation Planning &amp; Go-Live Date. The Initial Term of this Order Form shall begin as of the date Merchant accepts this Order Form (the "Effective Date") and shall continue for a period of 1 Year. Parties will mutually agree on implementation plans, scoping and the "Go-Live Date", which is the date Merchant uses the designated Bolt Services as provided herein. 3. Termination by Merchant. Merchant may only terminate the Order Form: (a) if Bolt fails to maintain a Bolt Services Uptime of at least 99.9% in three calendar months in any continuous six-month period; or (b) at the end of the Initial Term by providing written notice to Bolt at least 30 days prior to the renewal date. 4. Master Services Agreement. Bolt's Master Services Agreement (the "MSA") found at <a href="https://www.bolt.com/msa">https://www.bolt.com/msa</a> is incorporated by reference into this Order Form and sets forth the terms and conditions for Merchant’s use of the Bolt Services. Merchant acknowledges and agrees that the Order Form and MSA together constitute an agreement (the “Agreement”) between Bolt and Merchant (each a “Party” and collectively the “Parties”), and Merchant has reviewed and agrees to the Agreement in whole. All capitalized terms not defined in the Order Form will have the meanings set forth in the MSA. 5. Case Study and Press Release Participation. Bolt may announce its partnership with Merchant upon the Effective Date and Merchant will make reasonable efforts to participate in a case study within ninety (90) days following the Go-Live Date. &nbsp;6. Self-Service. Merchant is responsible for implementation of Bolt Services on any Covered Site(s). In addition to the terms provided in the MSA, Merchant shall (i) defend Bolt from and against any suit or action brought by a third-party against Bolt arising out of or resulting from any acts, errors, or omissions of Merchant in implementing Bolt Services, and (ii) indemnify and hold harmless Bolt from and against any losses, claims, suits, controversies, breaches or damages, (including reasonable attorney fees) arising out of or resulting from any acts, errors, or omissions of Merchant in implementing Bolt Services. Furthermore, IN NO EVENT WILL BOLT (including ITS AFFILIATES, supplies, officers, directors, employees or contractors) be liable to Merchant under this Agreement for any losses, claims, suits, controversies, breaches or damages arising out of or resulting from any acts, errors, or omissions of Merchant in implementing Bolt SERVICES REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING IN CONTRACT OR TORT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW. In addition to Bolt’s termination rights provided under the MSA, Bolt may terminate this Order Form if Merchant does not successfully complete any due diligence reviews and/or payment processor requirements. 7. Execution Authority. The individual executing this Order Form represents and warrants that he or she is signing as a duly authorized representative of the Merchant.