Master Service Agreement
MassPay Payout Orchestration Services Agreement
- Last Updated: 1 February 2026
- Effective Date: 12 December 2020
This Master Services Agreement ("Agreement") is entered into between Massive Commerce Ltd., a corporation incorporated under the laws of British Columbia, Canada, and a licensed Money Services Business ("MSB") and Money Transmitter under applicable Canadian law, with its registered address at 3200 – 650 West Georgia Street, Vancouver, British Columbia V6B 4P7, Canada ("Massive Commerce"), and the merchant entity that has accepted this Agreement through the applicable onboarding process ("Merchant"). The date on which Merchant accepts this Agreement through the onboarding process shall be the "Effective Date." Massive Commerce and Merchant may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
Massive Commerce is the Canadian affiliate of MassPay Holdings, LLC, a Delaware limited liability company, with its registered address at 838 Walker Road, Suite 21-2, Dover, DE 19904, United States ("MassPay"). Massive Commerce and MassPay are technology companies in the business of assisting businesses with global payout orchestration, including access to Visa Direct services.
Merchant has an existing relationship with MassPay memorialized in a MassPay Payout Orchestration Services Agreement ("MassPay Agreement"). All terms not defined herein shall have the meaning given in the MassPay Agreement, which is incorporated by reference. In the event of any conflict between this Agreement and the MassPay Agreement, this Agreement shall control.
Merchant and Massive Commerce wish to establish a business relationship to access Visa Direct services and payout services in Canada.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — Scope of Services
1.1 Services. Massive Commerce provides payment facilitation, payout orchestration, and related technology services enabling Merchant to initiate domestic and cross-border disbursements, including access to Visa Direct to Account ("VDA"), Visa Direct to Wallet ("VDW"), and Visa Direct to Card ("VDC") rails (collectively, the "Services"). Massive Commerce acts as a licensed payment service provider and technology enabler and does not issue cards, hold deposits as a bank, or act as a money transmitter in jurisdictions where it is not licensed.
1.2 No Banking Relationship. Merchant acknowledges that Massive Commerce is not a bank and does not provide deposit, custodial, or trust services in the traditional sense. Access to payment rails is provided through Massive Commerce's licensed status, partner financial institutions, and payment networks.
1.3 Third-Party Networks. The Services depend on third-party networks and financial institutions, including Visa and partner banks. Availability, transaction limits, settlement timing, and supported jurisdictions are subject to change based on network, regulatory, or risk requirements. "Visa" refers to Visa Inc. and/or its applicable Affiliates.
ARTICLE 2 — Funds Flow & Account Control
2.1 Merchant Funding Obligations. Merchant shall deposit funds directly into accounts controlled by Massive Commerce or its designated financial institution(s) solely for the purpose of funding approved Transactions. "Transaction" shall have the same meaning as in the MassPay Agreement and also includes any payout, disbursement, funds transfer, or settlement event initiated, processed, attempted, reversed, delayed, held, or otherwise handled in connection with the Services, including via Visa Direct or other payout rails.
2.2 Control of Funds. Merchant acknowledges and agrees that Massive Commerce maintains exclusive operational control over such accounts for settlement, reconciliation, compliance, and risk management purposes. Merchant shall have no right to direct or interfere with account administration or settlement processes. Funds in such accounts remain the property of Merchant until disbursed, subject to Massive Commerce's regulatory and operational control rights, including Massive Commerce's withholding of any fees as described in Article 6.
2.3 Regulatory Purpose of Control. Merchant acknowledges that Massive Commerce's control of funds and settlement processes is required to satisfy Canadian regulatory requirements, Payments Canada obligations, financial institution requirements, and payment network rules.
2.4 Holds, Delays, and Reversals. Massive Commerce may hold, delay, reverse, or suspend Transactions or funds as reasonably required for compliance, risk management, fraud prevention, network rules, or regulatory obligations.
2.5 Reserves & Setoff. Massive Commerce may establish rolling reserves, require prefunding, increase funding thresholds, or exercise rights of setoff where reasonably necessary to mitigate credit, fraud, regulatory, network, or operational risk.
ARTICLE 3 — Compliance & Regulatory Obligations
3.1 Canadian Regulatory Framework. Massive Commerce operates as a Canadian Money Services Business and Payment Service Provider subject to applicable Canadian federal and provincial laws, regulations, rules, and guidance, including without limitation: (i) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA"); (ii) Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") regulations, guidance, and reporting obligations; (iii) Payments Canada rules, by-laws, standards, and operating requirements (including any successor frameworks); and (iv) applicable sanctions, export control, and anti-corruption laws. Merchant agrees to comply with all such requirements as applicable to its use of the Services.
3.2 Payments Canada Rules. To the extent Merchant activity utilizes Canadian clearing, settlement, or payment infrastructure, Merchant shall comply with all applicable Payments Canada rules and operating requirements, as amended from time to time. Any implementation or operating guidelines issued by Massive Commerce to reflect such requirements are incorporated into this Agreement by reference.
3.3 AML, ATF, and Sanctions Compliance. Merchant represents and warrants that it maintains policies, procedures, and controls reasonably designed to comply with applicable anti-money laundering ("AML"), anti-terrorist financing ("ATF"), and sanctions laws. Merchant shall not submit Transactions involving sanctioned persons, prohibited jurisdictions, or unlawful activity.
3.4 Payment Network Rules. Merchant acknowledges and agrees that it must abide by Payment Network Rules, meaning all applicable operating rules, bylaws, standards, program guides, and technical/operational requirements of any payment network or scheme used in connection with the Services (including but not limited to Visa Rules). Merchant shall be responsible for all assessments, fines, penalties, chargebacks, reversals, monitoring program fees, or other amounts imposed by any payment network or financial institution arising from Merchant's acts, omissions, business model, or Transactions.
3.5 Information Sharing & Regulatory Requests. Merchant authorizes Massive Commerce to collect, verify, monitor, retain, and disclose Merchant, transaction, and customer information as required or reasonably necessary to: (i) comply with legal and regulatory obligations; (ii) satisfy payment network, bank, or Payments Canada requirements; and (iii) respond to lawful requests from regulators or governmental authorities.
3.6 Ongoing Monitoring & Audit Rights. Massive Commerce may conduct ongoing monitoring of Merchant activity and may request additional information, documentation, or certifications at any time. Failure to promptly comply may result in suspension or termination of the Services.
3.7 Amendment for Regulatory Changes. Massive Commerce may amend this Agreement upon written notice where required to comply with applicable law, regulatory guidance, Payments Canada rules, financial institution requirements, or Payment Network Rules.
ARTICLE 4 — Payments Oversight & Transaction Monitoring
4.1 Transaction Oversight. Massive Commerce retains discretion to monitor Transactions for compliance with legal, regulatory, network, and risk requirements, including unusual patterns, high-velocity activity, chargebacks, or suspected misuse.
4.2 No Nested or Third-Party Activity. Merchant shall not submit Transactions on behalf of undisclosed third parties or permit nested payment activity without Massive Commerce's prior written approval.
4.3 Corrective Actions. Where Merchant activity presents regulatory, operational, or reputational risk, Massive Commerce may impose corrective measures, including enhanced due diligence, transaction limits, reserves, suspension, or immediate termination.
ARTICLE 5 — Visa Direct Disclosures
5.1 Network Dependency. Merchant acknowledges that Visa Direct services are provided subject to Visa Rules and that Visa may modify, suspend, or terminate access at any time. Merchant understands and agrees that it must adhere to Visa Rules when utilizing Visa Direct Services. "Visa Direct" means Visa's push-to-card and related disbursement services and rails, including (as applicable) Visa Direct to Card ("VDC"), Visa Direct to Account ("VDA"), and Visa Direct to Wallet ("VDW"). "Visa Rules" means all Visa bylaws, rules, regulations, operating regulations, program requirements, technical specifications, and related guidance (as amended from time to time) applicable to Visa Direct and any other Visa-enabled service used in connection with the Services. Merchant acknowledges that Visa Direct participation is subject to ongoing eligibility requirements and monitoring and that Visa or partner financial institutions may impose additional controls, limits, reporting requirements, or termination rights.
5.2 No Guarantee of Availability. Massive Commerce does not guarantee uninterrupted availability of Visa Direct or transaction acceptance.
ARTICLE 6 — Fees
6.1 Fee Schedule. Fees for the Services are set forth in the pricing schedule, proposal, or onboarding documentation provided to Merchant ("Fee Schedule"), which is incorporated into this Agreement by reference and may be updated upon reasonable notice unless restricted by applicable law or network requirements.
6.2 Payment of Fees. Merchant Fees may be deducted in real time from transactions or invoiced to Merchant, as applicable. Where invoiced, Merchant shall pay all Fees within thirty (30) days of receipt of the applicable invoice. Late payment charges shall accrue on overdue amounts at the rate of twelve percent (12%) per year (or, if lower, the maximum rate permitted by applicable law).
6.3 Payment Authorization. Merchant authorizes Massive Commerce to electronically debit a designated account or payment method to settle any Fees, charges, or other amounts owed. For monthly platform fees, monthly minimums, or other recurring payments, Merchant authorizes Massive Commerce to periodically charge all accrued sums on or before the applicable due date on a going-forward basis until cancellation.
6.4 Suspension for Non-Payment. Massive Commerce reserves the right to suspend the Services until all Fees or other amounts owing are paid in full, or to terminate this Agreement for late payment.
6.5 Taxes. All Fees are exclusive of applicable taxes (including sales, use, excise, privilege, or other transactional taxes). Merchant is responsible for the payment of all such taxes arising from Massive Commerce's provision of the Services and shall promptly reimburse Massive Commerce for any taxes Massive Commerce is required by law to collect or pay on Merchant's behalf, except where Merchant has provided a valid tax exemption certificate acceptable to the applicable tax authorities.
ARTICLE 7 — Confidentiality & Data Protection
7.1 Confidentiality. "Confidential Information" means all proprietary, secret, or confidential business or technical information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement, including client lists, cardholder account numbers, pricing information, computer access codes, procedural manuals, and the existence and terms of this Agreement. Receiving Party shall not use Confidential Information for any purpose except as necessary to perform or enforce this Agreement, and shall protect it using at least a reasonable standard of care. Receiving Party shall not disclose Confidential Information to anyone other than employees, affiliates, contractors, or agents who have a need to know and are bound by substantially similar confidentiality obligations.
7.2 Exceptions. Neither Party is obligated to preserve the confidentiality of information that: (a) was previously known to the Receiving Party free of restriction; (b) is or becomes public through no wrongful act of the Receiving Party; (c) is independently developed without use of the Disclosing Party's Confidential Information; (d) is released with the Disclosing Party's written consent; (e) is received from a third party without restriction; or (f) is required to be disclosed by law, provided the Disclosing Party is given reasonable opportunity to seek a protective order.
7.3 Survival of Confidentiality. The confidentiality obligations in this Article 7 survive termination of this Agreement.
7.4 Data Privacy. Both Parties agree to process and store the other Party's data in compliance with all applicable law, using reasonable administrative, technical, and physical safeguards. Merchant consents to the processing and transfer of personal and transactional data as required to provide the Services and comply with legal and regulatory obligations. Massive Commerce may process, monitor, store, transfer, and disclose personal and transactional data as necessary to provide the Services, comply with legal and regulatory obligations, satisfy Payment Network Rules, and prevent fraud or financial crime.
ARTICLE 8 — Indemnification
Merchant shall indemnify and hold harmless Massive Commerce and its affiliates from all claims, losses, fines, penalties, and expenses arising from: (i) Merchant's breach of this Agreement; (ii) Merchant's violation of applicable laws or payment network rules; (iii) fraud, misuse, misrepresentation, or prohibited activity by Merchant; (iv) acts or omissions of Merchant's customers, payees, or counterparties; or (v) any network fine, regulatory penalty, or assessment attributable to Merchant activity.
Massive Commerce shall indemnify, defend, and hold harmless Merchant and its affiliates (and their respective directors, officers, employees, and agents) from all claims, losses, fines, penalties, and expenses (including reasonable attorneys' fees) arising from: (i) Massive Commerce's breach of this Agreement; (ii) Massive Commerce's violation of applicable laws or payment network rules; (iii) fraud, misuse, misrepresentation, or prohibited activity by Massive Commerce; or (iv) acts or omissions of Massive Commerce's employees, agents, subcontractors, or service providers in connection with the Services.
In each case, indemnity obligations apply only to the extent the relevant claims are caused by the indemnifying Party and do not apply to the extent caused by the negligence, willful misconduct, or breach of the indemnified Party.
ARTICLE 9 — Limitation of Liability
Except for fraud, willful misconduct, or amounts owed, Massive Commerce's total aggregate liability under this Agreement shall not exceed the fees paid by Merchant during the twelve (12) months immediately preceding the event giving rise to the claim. If the Agreement has been in effect for less than twelve (12) months at the time of the claim, the cap shall equal the aggregate fees actually paid during that shorter period.
ARTICLE 10 — Term & Termination
10.1 Term. This Agreement is effective as of the Effective Date and continues until terminated.
10.2 Termination for Convenience. Either Party may terminate this Agreement upon sixty (60) days' written notice.
10.3 Immediate Termination. Massive Commerce may immediately suspend or terminate the Services where required for regulatory, compliance, network, or risk reasons.
10.4 Post-Termination Rights. Massive Commerce may retain funds post-termination as reasonably necessary for settlement, reconciliation, chargebacks, audits, or investigations.
10.5 Data on Termination. Upon termination, each Party shall promptly (and in any event within thirty (30) days) securely delete or destroy all Confidential Information and data of the other Party in its possession or control, including all copies and backups, except to the extent retention is required by law. Upon request, the receiving Party shall certify completion in writing.
10.6 Survival. Articles 2, 3, 5, 7, 8, 9, 10.4, 10.5, and 11, and any other provisions that by their nature are intended to survive, shall survive termination of this Agreement.
ARTICLE 11 — General Provisions
11.1 Nature of the Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, agency, fiduciary, or joint venture relationship.
11.2 Notices. Notices to Massive Commerce shall be sent to vipsupport@masspay.io. Notices to Merchant shall be sent to the address or email address provided by Merchant during onboarding. Notices are effective when delivered in person or by email (upon receipt by the other party's server), one (1) day after sending by overnight courier, or two (2) days after sending by first-class mail, postage prepaid. Either Party may update its contact information by written notice to the other Party.
11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
11.4 Dispute Resolution and Class Action Waiver. The Parties will first attempt to resolve any dispute through their respective support teams. Any dispute that cannot be so resolved shall be settled by binding arbitration as follows: (i) in North America, before a single arbitrator in Vancouver, British Columbia, in accordance with the VanIAC Arbitration Rules of the Vancouver International Arbitration Centre (or via video conference as agreed by the arbitrator and the Parties); or (ii) outside North America, in accordance with the UNCITRAL Arbitration Rules. Judgment on any arbitral award may be entered in any court of competent jurisdiction. The arbitrator may not award damages beyond those described in this Agreement. Arbitration proceedings are confidential and may not be disclosed without the prior written consent of all Parties, except as required by law or to obtain judgment on the award.
Each Party agrees that breach of confidentiality, non-use, or intellectual property obligations may cause irreparable harm for which monetary damages are an inadequate remedy, and that either Party may seek injunctive relief in the courts of British Columbia, which shall have exclusive jurisdiction over such claims. Each Party waives any defense of inconvenient forum and the right to a jury trial in any such proceeding. No claim may be brought more than twelve (12) months after the event giving rise to the claim or the date of discovery, except for non-payment claims.
Each Party waives any right to bring or participate in any class action or representative proceeding. If this class action waiver is found unenforceable, the entire arbitration provision shall be void. If any other portion of this arbitration provision is found unenforceable, the remaining portions shall remain in full force and effect. This dispute resolution provision survives termination of this Agreement, bankruptcy, assignment, or transfer.
11.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party.
11.6 Entire Agreement. This Agreement, together with the MassPay Agreement and any applicable Fee Schedule, constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior agreements or understandings relating thereto.
11.7 Force Majeure. Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, governmental actions, payment network outages, bank failures, or telecommunications disruptions.
EXHIBIT A — Fee Schedule
Fees applicable to Merchant's use of the Services are set forth in the pricing schedule, proposal, or onboarding documentation provided to Merchant, which is incorporated into this Agreement by reference.