Greenlane

Merchant agreement

Last updated 25 October 2026

1. Parties and structure

This Merchant Services Agreement is between ChoicePay Ltd., a corporation incorporated in Alberta, Canada, Corporate Access Number 2025573946, registered office 753 Kettles Street, Pincher Creek, Alberta T0K 1W0, Canada, registered with FINTRAC as a Money Services Business, no. M23076427, trading as Greenlane ("Greenlane", "we", "us"), and the business that accepts it ("Merchant", "you").

The agreement between us (the "Agreement") consists of, in order of priority if they conflict: (a) your Processing Service Schedule; (b) this Merchant Services Agreement; (c) our Terms of Service, Privacy Policy and AML & KYC Policy. The Agreement starts when you accept it at signup. Live processing starts only when you have also accepted a Processing Service Schedule and we have approved your account in writing.

2. Definitions

  • Button: the Greenlane payment button and scripts you place in your cashier or checkout.
  • Checkout: the Greenlane-hosted payment page an eligible Customer uses.
  • Customer: a person who pays you through the Checkout.
  • Transaction: a payment by a Customer to you through the Checkout.
  • Chargeback: a reversal of a Transaction initiated by the Customer's card issuer or payment method provider, with any related fee.
  • Settled Funds: Transaction amounts we have received from our payment partners, less Fees, Refunds, Chargebacks not covered under section 13, and other amounts due to us.
  • Payout: our transfer of Settled Funds to your Verified Wallet in a Supported Stablecoin.
  • Payout Plan: the payout timing in your Schedule (for example T+3, T+4 or T+5, where T is the Transaction date in UTC).
  • Verified Wallet: a blockchain address held in your business's name or control that has passed our wallet verification.
  • Supported Stablecoin: USDC, USDT or another stablecoin and network we support.
  • Schedule: your Processing Service Schedule, as updated under this Agreement.
  • Network Rules: the rules of card schemes, payment method providers and our acquiring and processing partners.

3. Services

We will provide: (a) the Button and integration tools, including sandbox and webhooks; (b) eligibility decisions for each Transaction attempt; (c) the Checkout, with the payment methods we support in each country; (d) acquiring and processing of Transactions through regulated partners we select; (e) daily Payouts; (f) the merchant dashboard and reporting; and (g) any optional services in your Schedule, such as Chargeback cover or customer rewards. We may change, add or remove features, payment methods and partners, provided we do not materially reduce the core services without 30 days' notice.

4. Onboarding and ongoing due diligence

You must give us complete and accurate information about your business, owners holding or controlling 25% or more, directors, signatories, licences, websites, products, markets and expected volumes, and update us within 5 business days of any change. We may verify this information with third parties, repeat checks at any time, and request further information. You authorise us to obtain reports about your business and its principals for verification, credit, fraud and compliance purposes.

5. Integration and use of the Button

You must:

  • integrate the Button only as described in our documentation, on the websites and apps approved in your Schedule;
  • pass to us the Customer identifiers our documentation requires, including the Customer's email address as a SHA-256 hash, your customer ID and the Transaction amount and currency, accurately and for every attempt;
  • show the Button in the state we return (active, inactive or hidden) and not alter, overlay, imitate or pre-select it;
  • not route, test, script or otherwise manipulate Transactions to influence eligibility decisions;
  • keep your API keys secret and rotate them immediately if compromised; and
  • keep other payment options available to Customers who are not eligible.

6. Eligibility decisions

We decide, at our sole discretion and using our own data and rules, which Customers may pay through the Checkout. We do not guarantee any approval rate, number of eligible Customers or volume. Eligibility decisions and the data behind them are our confidential information. You will receive the eligibility result only, not personal data we hold from other merchants.

7. Your warranties and undertakings

You warrant, on acceptance and on each Transaction, that:

  • you are duly incorporated and in good standing, and the person accepting this Agreement is authorised to bind you;
  • you hold, and will maintain, every licence, registration and permission required to offer your products to each Customer in each market you serve, including any gambling licence and responsible-gambling obligations;
  • every Transaction is a genuine sale of the goods or services approved in your Schedule, accurately described, at the price shown to the Customer, and not on behalf of any third party;
  • you will not accept Transactions from Customers located in jurisdictions where your products are unlawful or that we list as restricted;
  • you will comply with all applicable laws, including consumer protection, gambling, anti-money-laundering, sanctions, anti-bribery, tax and data protection laws, and with the Network Rules we notify to you;
  • you and your owners and directors are not sanctioned persons and are not owned or controlled by one; and
  • all information you have given us is true, complete and not misleading.

You must notify us immediately if any warranty stops being true, or if any licence is suspended, revoked, varied or under investigation.

8. Customer data and data protection

Each party is an independent controller of the personal data it processes under this Agreement. You must have a lawful basis, and give Customers the notices and obtain any consents needed, to share with us the identifiers in section 5 and Transaction data, and for us to use that data to make eligibility decisions across our network, prevent fraud and meet our legal obligations, as described in our Privacy Policy. Each party will protect personal data with appropriate security measures and notify the other without undue delay of any breach affecting data shared under this Agreement. Card data is handled by our PCI DSS-compliant partners; you must not collect or store card numbers from the Checkout.

9. Fees

You will pay the fees in your Schedule ("Fees"), including the percentage rate and per-Transaction fee for your Payout Plan, and any refund, Chargeback, network or other fees listed there. Fees are earned when a Transaction is attempted or completed as stated in the Schedule, are not refundable when a Transaction is refunded or reversed unless the Schedule says otherwise, and are exclusive of taxes. We deduct Fees from Settled Funds. If Settled Funds are insufficient, we will invoice you and you must pay within 10 business days. Overdue amounts bear interest at 1% per month. We may change Fees on 30 days' notice; if you do not accept, you may terminate under section 22.3 before the change takes effect.

10. Payouts

  • We will make one Payout a day at 00:00 UTC of all Settled Funds that have become payable under your Payout Plan, in the Supported Stablecoin and network in your Schedule, to your Verified Wallet. You may change Payout Plan from your dashboard, effective for Transactions after the change.
  • Payouts are calculated in the Transaction currency and converted to the Supported Stablecoin at the rate shown in your dashboard at the time of the Payout. Blockchain network fees are deducted from each Payout unless your Schedule says otherwise.
  • A change of Verified Wallet takes effect only after re-verification and may delay Payouts by up to 2 business days.
  • Blockchain transfers are irreversible. We are not liable for losses from an incorrect address you supplied, loss of access to your wallet, or the failure, delay, de-pegging, freezing or blacklisting of a stablecoin, issuer or network that we did not cause.
  • We will include originator and beneficiary information with Payouts where Canadian law requires it, and you consent to that sharing.
  • We may delay or withhold a Payout where required for verification, suspected fraud or breach, a legal or regulatory requirement, a request from a payment partner, or a technical failure, and will tell you the reason where the law allows.
  • We are not obliged to pay out funds we have not received from our payment partners. If we do pay out in advance of receipt, the advance is repayable on demand if the funds are not received.

11. Reserves, holds and set-off

Default reserve. Your reserve is the percentage stated in your Schedule. Unless your Schedule says otherwise, it is 0%.

Changing the reserve. We may introduce or increase a rolling or fixed reserve on 7 days' written notice where we reasonably consider your risk has increased, including a change in your business, products, markets or ownership, a rise in refunds, Chargebacks or fraud, a breach of this Agreement, or a request from a payment partner. Where there is an immediate risk of loss, including suspected fraud, insolvency, a licence problem or notice of termination, we may do so immediately.

Release. A rolling reserve is released on the schedule in your Schedule. On termination, we may hold reserved and other funds for up to 180 days after the last Transaction, or longer if Chargebacks, claims or regulatory matters remain open, and will then pay out the balance.

Set-off and negative balance. We may deduct from any funds we hold for you any amount you owe us or that we owe a third party because of your Transactions, including Fees, Refunds, uncovered Chargebacks, fines, assessments and penalties. If your balance is negative, you must pay the shortfall within 10 business days of our demand. Reserves bear no interest.

12. Refunds

You may refund Transactions through your dashboard or API within the period your Schedule allows, up to the original amount. Refunds are deducted from Settled Funds or your next Payouts. You must honour your published refund policy and any refund the law requires. Refunds to a Customer are made to the original payment method unless the law or Network Rules permit otherwise.

13. Chargebacks and Chargeback cover

Without cover. If your Schedule does not include Chargeback cover, you are liable for every Chargeback, its fee and any related fine, and must provide requested evidence within 3 business days.

With cover. If your Schedule includes Chargeback cover, we bear the Chargeback amount and fee for each eligible Transaction, without deducting it from your funds, up to any monthly cap in your Schedule. Cover does not apply, and you are liable, where:

  1. the Transaction was not made through the Button and Checkout as integrated under section 5, or was made while the Button state was overridden;
  2. you, your staff, affiliates or agents committed or were complicit in fraud, collusion or Transaction laundering;
  3. the Chargeback is for goods or services not provided, not as described, cancelled, or a refund not processed, and you fail to provide compelling evidence within 3 business days of our request or the evidence shows the claim is valid;
  4. the Transaction was for a product, category, website or market not approved in your Schedule, or was misdescribed;
  5. you breached section 7, including by accepting a Customer where your products are unlawful;
  6. the Transaction was processed after you gave or received notice of termination, or while your account was suspended;
  7. the Transaction is a duplicate, or exceeds the amount the Customer agreed to pay; or
  8. your monthly Chargeback ratio exceeds the threshold in your Schedule, for the Chargebacks above that threshold.

If we later find an exclusion applied to a Chargeback we covered, we may recover the amount and fee from you. Cover is a commercial undertaking by us to you, not insurance, and confers no rights on Customers or third parties.

14. Customer rewards and campaigns

Customers may receive rewards or bonuses funded from the Fees as described in your Schedule, or from campaigns we fund. You must not describe rewards to Customers as provided by you unless agreed, nor make promises about them. We may vary or end rewards at any time. Optional merchant-funded cashback in exchange for faster Payouts applies only if your Schedule says so.

15. Compliance cooperation

You will cooperate promptly with our reasonable requests for information about Transactions, Customers, your business and your controls, including to meet our obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and sanctions laws and requests from our payment partners. We may refuse, delay or reverse Transactions, freeze funds and report to authorities as the law requires, and may be prohibited from telling you. You must not tip off any person about a suspicion or report.

16. Restricted jurisdictions and no solicitation

We offer Greenlane on a reverse-solicitation basis and do not solicit merchants or customers in any jurisdiction where doing so would require a licence or registration we do not hold. You must not present Greenlane to Customers as a product we offer in their jurisdiction, and must not use our name in your marketing except to show the Button. You must not accept Transactions from Customers located in sanctioned or restricted jurisdictions notified by us.

17. Records and audit

You must keep records of each Transaction, the goods or services supplied, Customer communications and refunds for at least 5 years. On 10 business days' notice, or immediately where we suspect fraud or a breach of law, you will give us, our payment partners or a regulator access to those records and to information needed to verify your compliance with this Agreement.

18. Intellectual property and branding

We own all rights in Greenlane, the Button, Checkout, software, documentation, eligibility data and our brand. We grant you a non-exclusive, non-transferable, revocable licence during the term to use the Button and our brand as provided in our integration. You grant us a licence to use your name and logo to provide the services and to identify you to payment partners, and, with your consent, to list you as a customer. Neither party acquires any other rights in the other's intellectual property.

19. Confidentiality

Each party will keep the other's confidential information, including the Schedule, pricing, eligibility results and technical information, confidential and use it only to perform this Agreement, except where disclosure is required by law, a regulator or Network Rules, or to professional advisers and payment partners bound by confidentiality. This obligation survives for 3 years after termination.

20. Indemnity

You will indemnify us, our affiliates and payment partners against all losses, liabilities, fines, assessments, penalties, Chargebacks not covered under section 13, and reasonable costs, including legal fees, arising from: (a) your breach of this Agreement or of law; (b) your products, services or relationship with Customers; (c) any fraud or wilful misconduct by you or your personnel; or (d) any claim that your content or business infringes a third party's rights.

21. Limitation of liability

  • Nothing limits liability that cannot be limited by law, or liability for fraud or wilful misconduct.
  • Neither party is liable for loss of profits, revenue, business, goodwill or data, or for indirect, special or consequential loss.
  • Each party's total liability in any 12-month period is capped at the Fees you paid us in the 12 months before the event giving rise to the claim.
  • The cap does not apply to your indemnity under section 20, your obligation to pay Fees, Refunds, uncovered Chargebacks, negative balances, fines and assessments, or a breach of section 19.
  • We are not liable for the acts or omissions of payment partners, card schemes, stablecoin issuers or blockchain networks, or for delay or failure caused by events beyond our reasonable control.
  • A claim must be brought within 2 years of when the claiming party became aware of it.

22. Term, suspension and termination

  1. Term. This Agreement runs for 12 months from the date we first approve live processing, and then renews automatically for successive 12-month periods.
  2. Suspension. We may suspend the services, in whole or in part, immediately if we reasonably suspect fraud, a breach of this Agreement or law, a licence problem, unacceptable risk, or if required by a regulator, payment partner or the Network Rules.
  3. For convenience. Either party may terminate on 30 days' written notice.
  4. For cause. Either party may terminate immediately on written notice if the other materially breaches this Agreement and does not remedy the breach within 10 business days of notice, or becomes insolvent. We may also terminate immediately if you lose a required licence, if any warranty in section 7 is untrue, if a regulator or payment partner requires it, or if your Chargeback or fraud levels exceed Network Rules thresholds.
  5. Consequences. On termination, you must remove the Button; we will stop accepting Transactions; amounts you owe become immediately payable; and we will pay out remaining funds under section 11. Sections 8, 9 (for unpaid Fees), 10 to 13 (for Transactions before termination), 15, 17, 19, 20, 21, 25 and 26 survive.

23. Changes to this Agreement

We may change this Merchant Services Agreement by giving you at least 30 days' notice by email or in your dashboard, or less where a change is required by law, a regulator or Network Rules. If you do not accept a change, you may terminate under section 22.3 before it takes effect; otherwise it applies from its effective date. Changes to your Schedule require your acceptance, except reserve changes under section 11 and Fee changes under section 9.

24. Notices

Notices to us go to info@choicepay.ca, with a copy by courier to our registered office for notices of breach or termination. Notices to you go to the email address on your account. Email notices are received when sent, unless the sender receives a delivery failure.

25. General

You may not assign or transfer this Agreement without our written consent. We may assign it to an affiliate or a successor to our business, and may use subcontractors, remaining responsible for them. Nothing creates a partnership, agency or joint venture. If a provision is unenforceable, the rest remains in force. A failure to enforce a right is not a waiver. This Agreement is the entire agreement between us about its subject matter and supersedes prior discussions. No third party has rights under it. This Agreement is written in English, which prevails over any translation. Electronic acceptance is binding.

26. Governing law and disputes

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada that apply there. The parties will first try in good faith to resolve any dispute through senior representatives for 30 days. After that, the courts of Alberta, sitting in Calgary, have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any competent court.