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Merchant Services Agreement

The formal executable counterpart to the Business Terms.

DRAFT — v2.0 · June 14, 2026

This Merchant Services Agreement ("Agreement") is entered into as of [Effective Date] by and between Wyola LLC, a Wyoming limited liability company doing business as ENTRRO ("ENTRRO," "we," "us"), and the merchant identified in the signature block ("Merchant," "you"). ENTRRO is a brand owned and operated by Wyola LLC. ENTRRO and Merchant are each a "Party" and together the "Parties."

1. Definitions

  • Platform — the ENTRRO software platform, including the ENTRRO Business application, scanner devices, and the ENTRRO promoter application and guest web pages/Wallet passes.
  • Promoter — an independent third party who shares Merchant's Promotions through the ENTRRO promoter app and is paid per validated guest.
  • Promotion — an offer created by Merchant in the Platform (e.g., a discount, free entry, or upgrade) made available to Promoters to share.
  • Pass — a unique, tracked QR code / wallet pass issued to a guest when a Promoter shares a Promotion.
  • Redemption — a guest presenting a Pass at Merchant's venue and Merchant scanning it.
  • Validation — Merchant's confirmation that a qualifying transaction occurred for a Redemption (where the Promotion requires it), which triggers the Promoter payout and the corresponding charge to Merchant.
  • Platform Fee — the fee set out in Exhibit A.

2. The Service

2.1 ENTRRO provides Merchant access to the Platform to create Promotions, manage team and scanner devices, scan and validate Redemptions, and view activity and billing.

2.2 Account provisioning. ENTRRO creates Merchant's Owner account after completing business verification (KYB) and execution of this Agreement. Merchant is responsible for all activity under its accounts, including those of its General Managers, Managers, and scanner staff.

2.3 Roles & controls. Merchant's Owner may configure role-based permissions (General Manager, Manager, scanner staff) and spending guardrails within the Platform and is responsible for those configurations.

3. Promotions, Redemption & Validation

3.1 Merchant is solely responsible for the content, accuracy, legality, and honoring of each Promotion it creates, and for setting redemption rules, age requirements, validity windows, and limits.

3.2 Reserve on issue; charge on validation. When a Pass is issued, the associated cost is reserved against Merchant's available budget so Merchant cannot over-issue. Merchant is charged only when a Redemption is Validated. Unredeemed, expired, or declined Passes are not charged and return to Merchant's available pool.

3.3 Validation in good faith. Where a Promotion requires Validation, Merchant agrees to validate or decline Redemptions in good faith and in a timely manner based on whether the qualifying transaction actually occurred. The guest receives the advertised discount at the point of sale; Validation governs only the Promoter payout and the corresponding charge.

3.4 Declines. If Merchant declines a Redemption (e.g., no qualifying transaction, fraud, or abuse), no charge is incurred, no Promoter payout is made, and the Promotion returns to the available pool.

4. Fees, Billing & Payment Authorization

4.1 Fees. Merchant shall pay the Platform Fee set out in Exhibit A. Each charge equals the applicable Promoter payout(s) plus the Platform Fee.

4.2 Billing cadence. ENTRRO bills Merchant on a daily basis for Validated Redemptions via ENTRRO's payment processor (currently Stripe). ACH and additional methods may be offered over time.

4.3 Payment authorization (autopay). Merchant authorizes ENTRRO and its processor to automatically charge Merchant's card and/or debit Merchant's bank account (ACH) on file for all amounts due under this Agreement, on a recurring basis, until this Agreement is terminated and all amounts are settled. Merchant is responsible for keeping a valid, funded payment method on file.

4.4 Failed charges & suspension (LOCKED POLICY). If a charge fails, then until Merchant cures the failure: (a) Passes already issued to guests remain valid and will be honored through their stated redemption window; (b) Merchant may not issue new Promotions (new issuance is paused); and (c) Merchant's Promotions are hidden from Promoters (removed from discovery and sharing). Upon cure, new issuance resumes and Merchant's Promotions are restored. This Section 4.4 supersedes any prior provision to the contrary regarding suspension of already-issued passes.

4.5 Chargebacks & refunds. Merchant is responsible for chargebacks, reversals, and related fees arising from Merchant's payment methods. Disputes regarding specific charges must be raised within [30] days; charges not disputed within that period are deemed accepted.

4.6 Taxes. Each Party is responsible for its own taxes. Fees are exclusive of taxes; Merchant is responsible for any sales, use, or similar taxes arising from the services, excluding taxes on ENTRRO's net income.

5. Promoter Payouts

5.1 ENTRRO facilitates payouts to Promoters (via Stripe Express or successor) for Validated Redemptions. Promoters are independent third parties and are not employees, agents, or contractors of Merchant, and nothing in this Agreement creates such a relationship.

6. Merchant Obligations & Compliance with Law

6.1 Merchant shall comply with all applicable laws and regulations in connection with its venue, Promotions, and Redemptions.

6.2 Alcohol & age-restricted goods (ABC clause). Merchant is solely responsible for compliance with all alcohol-beverage-control, liquor, and other laws governing age-restricted goods or services, including all age and identification verification at the point of sale or service. ENTRRO Promotions do not constitute the sale, service, or furnishing of alcohol or any age-restricted product; ENTRRO does not sell, serve, or deliver alcohol. Merchant shall enforce any applicable age requirement (e.g., 21+) at its venue. Merchant shall not create Promotions that violate applicable law.

6.3 Merchant shall not use the Platform for any unlawful, deceptive, or harmful purpose, and shall not misrepresent Promotions to Promoters or guests.

7. Data Privacy

7.1 Each Party shall comply with applicable data-protection laws (including, as applicable, the CCPA/CPRA and GDPR). The Parties' respective roles and obligations regarding personal data, including any required Data Processing Addendum, are set out in Exhibit B (DPA) [to be attached].

7.2 Merchant shall handle any guest or Promoter personal data it receives through the Platform only as permitted by law and this Agreement.

8. Intellectual Property; License to Marks

8.1 ENTRRO retains all rights in the Platform. No rights are granted except as expressly stated.

8.2 Merchant marks. Merchant grants ENTRRO a non-exclusive, royalty-free license to use Merchant's name, logo, and venue images to operate and promote the Platform, including on guest landing pages and Wallet passes, for the term of this Agreement.

9. Term, Termination & Account Closure

9.1 Term. This Agreement begins on the Effective Date and continues until terminated.

9.2 Termination for convenience. Either Party may terminate on [30] days' written notice.

9.3 Termination for cause. Either Party may terminate immediately for the other's material breach not cured within [15] days of notice, or immediately for unlawful conduct or non-payment.

9.4 Account closure. Merchant may request account closure and data deletion in-app. Closure is processed by ENTRRO; outstanding Redemption balances and amounts due must be settled before closure is completed, active scanner devices are unpaired, and Merchant data is scheduled for deletion in accordance with ENTRRO's retention practices and applicable law.

9.5 Survival. Sections 4 (accrued amounts), 6, 7, 8.1, 10, 11, 12, and 13 survive termination.

10. Warranties; Disclaimer

10.1 Each Party represents it has the authority to enter into this Agreement.

10.2 EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" AND ENTRRO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Indemnification

11.1 Merchant indemnity. Merchant shall indemnify, defend, and hold harmless ENTRRO and its affiliates from third-party claims arising out of: (a) Merchant's Promotions, venue, products, or services; (b) Merchant's violation of law (including alcohol/ABC and age-verification laws); (c) Merchant's breach of this Agreement; or (d) Merchant's handling of personal data.

11.2 ENTRRO indemnity. ENTRRO shall indemnify Merchant from third-party claims that the Platform, as provided, infringes such third party's intellectual property rights, excluding claims arising from Merchant content or Merchant's misuse.

12. Limitation of Liability

12.1 EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS AND A PARTY'S BREACH OF CONFIDENTIALITY OR LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY IS LIMITED TO THE FEES PAID OR PAYABLE BY MERCHANT TO ENTRRO IN THE [12] MONTHS PRECEDING THE CLAIM.

13. Dispute Resolution; Governing Law

13.1 Governing law. This Agreement is governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws rules.

13.2 Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Rules, in Sheridan County, Wyoming. Class and representative actions are waived. Either Party may seek injunctive relief in court for intellectual-property or confidentiality matters.

14. General

14.1 Modification of terms. ENTRRO may update this Agreement or the Platform terms on [30] days' notice; continued use after the effective date constitutes acceptance. Material changes to fees require Merchant's consent or provide a right to terminate.

14.2 Assignment. Neither Party may assign without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

14.3 Independent contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

14.4 Notices. Notices shall be sent to the addresses in the signature block or as updated in writing.

14.5 Force majeure; severability; waiver; entire agreement. Standard provisions apply. This Agreement, with its Exhibits, is the entire agreement and supersedes prior agreements on its subject matter.

14.6 E-signature. The Parties agree this Agreement may be executed electronically, and electronic signatures and records are valid and enforceable to the fullest extent permitted by applicable law (including the U.S. ESIGN Act and UETA).

Signatures

ENTRRO: [name / title / date]

Merchant: [legal entity / signatory name / title / date]

Exhibit A — Fee Schedule

  • Platform Fee: ENTRRO charges Merchant the Promoter payout plus a platform fee of [30]% on the Promoter payout for each Validated Redemption. (Confirm exact percentage / structure with ENTRRO finance.)
  • Billing cadence: Daily, via Stripe (card on file; ACH/other methods as offered).
  • Example: Promoter payout $100.00 + [30]% platform fee $30.00 = $130.00 charged to Merchant per Validated Redemption.

Exhibit B — Data Processing Addendum

[Attach DPA covering CCPA/CPRA and GDPR roles, sub-processors (including Stripe), data categories, security, and breach notification.]

Change log vs. the original sample (for counsel)

  1. §4.4 rewritten to the locked billing-failure policy: issued passes are honored; new issuance is paused; Merchant's Promotions are hidden from Promoters until cured (resolves the prior conflict where existing passes could be frozen).
  2. Added §4.3 autopay/ACH + card authorization.
  3. Added §4.5 chargebacks/refunds and §4.6 taxes.
  4. Added §6.2 Alcohol/ABC compliance clause.
  5. Added §7 Data Privacy + Exhibit B DPA.
  6. Added §8.2 IP license for Merchant marks on passes/landing pages.
  7. Added §9 term, termination, and contract-bound account closure.
  8. Added §11 indemnification, §12 limitation of liability.
  9. Added §13 arbitration/class waiver + governing law.
  10. Added §14.1 modification of terms and §14.6 e-signature.
  11. Added Exhibit A Fee Schedule stating the platform fee.