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Withfriends — Merchant Agreement

Effective Date: October 3, 2025

This Merchant Agreement (the “Agreement”) is between Withfriends Shops, Inc., 120 Buck Hill Road, Easton, CT (“Withfriends”) and the bookstore or other business accepting these terms (the “Bookstore” or “Merchant”). By signing an order, clicking to accept, or using the Services, Bookstore agrees to this Agreement.

1. Definitions

  • Membership means a recurring subscription program offered by the Bookstore to its Customers.
  • Membership Fees means recurring charges collected for Memberships.
  • Event means a ticketed or RSVP event hosted or sponsored by the Bookstore (e.g., signings, readings, workshops).
  • Event Fees means charges collected for Event tickets/admission.
  • POS/E‑commerce Platforms means third‑party systems the Bookstore selects and controls (e.g., Bookmanager, IndieCommerce, Basil, Square, Anthology, Eventbrite, Shopify).
  • Payment Processor means the third‑party processor used by Withfriends to collect and settle funds (currently Stripe).
  • Customer Data means personal information about the Bookstore’s Customers that the Bookstore sends to the Services.

2. Services; Account

2.1 Services. Withfriends provides software that connects to Bookstore‑selected POS/E‑commerce Platforms to operate Memberships and bookstore events, including checkout upsells, subscriber self‑service, member perks (discounts/early access), support tools, ticket sales for bookstore events, and aggregate program analytics.

2.2 Account & Access. Bookstore will maintain accurate account information and safeguard credentials. Bookstore authorizes Withfriends to connect to the POS/E‑commerce Platforms it selects.

3. Bookstore Responsibilities

3.1 Lawful Instructions. Bookstore is responsible for its configuration and for providing lawful, documented instructions. Bookstore represents it has all rights/consents needed to send Customer Data and direct processing.

3.2 Acceptable Use. Bookstore will not misuse the Services (e.g., spam, unlawful content), reverse engineer, or use the Services to build a competing product.

3.3 Content & Offers. Bookstore is responsible for its pages, offers, perks, and Event terms, and for compliance with applicable promotion, consumer‑protection, and tax laws.

4. Fees; Payment; Taxes

4.1 Fees. Bookstore will pay fees described in an order form or pricing page (each, an “Order”). Fees are non‑cancelable and non‑refundable unless stated otherwise.

4.2 Payment Processing. Transactions are processed by the Payment Processor. Processing/network fees apply as disclosed.

4.3 Taxes. Fees are exclusive of taxes; Bookstore is responsible for applicable taxes (other than taxes on Withfriends’ income).

5. Payouts; Refunds; Chargebacks

5.1 Membership Payouts (your rule). Withfriends will settle Net Membership Fees collected in a given calendar month to the Bookstore during the first full week (Monday–Friday) of the following month via the Payment Processor to the Bookstore’s designated account. “Net Membership Fees” means gross Membership Fees successfully captured less refunds, reversals, chargebacks, network/processing fees, and Withfriends platform fees. Withfriends may maintain a reasonable reserve or delay a payout if it detects unusual chargeback/fraud risk, with notice to the Bookstore. Negative balances may be set off against future payouts or invoiced.

5.2 Event Payouts. Event Fee settlement follows the payout cadence configured in the Bookstore’s account, the applicable Order, or integration‑specific terms. If no cadence is configured, Event payouts follow the Membership Payout cadence in Section 5.1.

5.3 Refunds & Cancellations. The Bookstore controls Event and Membership refund policies subject to law. Withfriends may process refunds on the Bookstore’s instruction or as required by law or card network rules; processing fees may be non‑refundable.

5.4 Chargebacks. Chargebacks, reversals, and associated network fees are the Bookstore’s responsibility. Withfriends will pass through notices and may offset related amounts against future payouts or invoice the Bookstore.

6. Data & Privacy

6.1 Roles. For Customer Data, Bookstore is the controller/business and Withfriends is the processor/service provider. For data about Withfriends’ own Sites/accounts, Withfriends is the controller/business.

6.2 Processor Terms. Withfriends will process Customer Data solely to provide the Services at Bookstore’s instruction; will not sell or share Customer Data for targeted advertising; and will delete or return Customer Data on request or when Services end, subject to legal obligations and routine backups. A Common Paper DPA (v1.1) is available on request.

6.3 Integrations & Subprocessors. POS/E‑commerce Platforms (Bookstore‑selected) are integrations the Bookstore controls. Withfriends’ subprocessors are limited to Stripe (payments) and, if the Bookstore elects to fulfill perks via that provider, Printful (fulfillment). Withfriends remains responsible for its subprocessors.

7. Security

Withfriends maintains industry‑standard technical/organizational measures, including encryption in transit and at rest, least‑privilege access with 2FA, access logging, and incident response.

8. Intellectual Property; Feedback

Withfriends owns the Services and related IP; no rights are granted except as stated. The Bookstore grants Withfriends a limited license to use Bookstore Content and marks as needed to provide the Services and identify the Bookstore as a customer (unless the Bookstore opts out by notice). Feedback may be used without obligation.

9. Confidentiality

Each party will protect the other’s Confidential Information with at least reasonable care and use it only to perform under this Agreement. Exceptions and compelled disclosure apply as usual.

10. Warranties; Disclaimers

Each party has authority to enter this Agreement. The Services are provided “as is” without warranties except as expressly stated.

11. Indemnities

Bookstore will defend/indemnify Withfriends from third‑party claims arising from Bookstore Content, instructions, or legal violations. Withfriends will defend/indemnify the Bookstore from claims that the Services, as provided and used per this Agreement, infringe IP rights, excluding combinations not supplied by Withfriends or use in breach.

12. Liability Cap

Neither party is liable for indirect or consequential damages. Each party’s aggregate liability is capped at fees paid/payable in the 12 months before the event giving rise to the claim. (Payment obligations and IP indemnity excluded from the cap as applicable by law.)

13. Term; Termination; Suspension

This Agreement runs for the Subscription Term in the Order (or month‑to‑month by default). Either party may terminate for uncured material breach after 30 days’ notice. Withfriends may suspend to protect the Services, comply with law, or address non‑payment (notice where practicable). On termination, Withfriends will cease Services and, on request, delete/return Customer Data per Section 6.

14. Compliance; Export; Sanctions

Each party will comply with applicable law. The Bookstore represents it is not a restricted party or located in an embargoed jurisdiction.

15. Publicity

Unless the Bookstore opts out by notice, Withfriends may identify the Bookstore as a customer.

16. Miscellaneous

Assignment with notice allowed in connection with a reorganization or sale. Parties are independent contractors. Force majeure applies. Notices may be sent by email for routine matters; legal notices to Withfriends: legal@withfriends.co. Governing law/venue: Delaware. Order of precedence: (1) signed DPA if any, (2) Order, (3) this Agreement, (4) referenced policies. Entire agreement; severability; no waiver except in writing.

[End of Agreement]