Fee Schedule . You shall maintain a full list of your fees currently in effect for your Custom Strategy and you agree that these shall be clearly published on the AstraBit Site. .
You agree that any membership and/or subscription fee paid by a user or Qualified Member for your Custom Strategy and any other fees in connection with payment for your Custom Strategy, such as taxes and possible administrative or transaction fees, will be charged to the Qualified Member’s Payment Method (“Payment Method”) in accordance with Section 2 of the AstraBit User Agreement.
You unconditionally agree that users and Qualified Members are subject to Section 2 of the AstraBit User Agreement and that AstraBit shall collect and receive payment for your Custom Strategy in accordance therewith.
To the extent that you interact with Qualified Members during any phase of the payment process, AstraBit will prominently and unequivocally inform the Qualified Member of the identity of the Preferred Partner at all points of interaction so that the Qualified Member readily can distinguish the Preferred Partner from any other party. Further, you acknowledge and agree that AstraBit must ensure that all users and Qualified Members understand who is responsible for the Payment Method, including delivery of the products (whether physical or digital) or provision of the services that are the subject of the Qualified Member’s Payment Method, and for customer service and dispute resolution, all in accordance with the terms of the AstraBit User Agreement.

5.1. Payment & Preferred Partner Obligations

You agree to comply with AstraBit’s Third Party Payment Processor operating rules (“Operating Rules”), including the Operating Rules applicable to the Visa PSP and MasterCard Payment Facilitator programs and all applicable local, state, and federal laws, rules, and regulations. The Operating Rules are available on websites, such as https://www.usa.visa.com/merchants and https://www.mastercardmerchant.com as updated from time to time. Further, you acknowledge receipt and review of the Bank Card Merchant Rules and Regulations (the “ Rules Summary ”), as amended from time to time, which are incorporated into this Agreement by reference.
Deposit AccountPreferred Partner shall establish a demand deposit account at a financial institution through which fees, charges and credits due in accordance with this Agreement may be processed (“Operating Account”). The Operating Account shall be at a financial institution of Preferred Partner’s choice and must be established and in good standing prior to AstraBit depositing any payment.
Payments to Preferred Partner.Preferred Partner authorizes AstraBit to make deposits into the Operating Account. AstraBit will have no signatory or ownership rights in the Operating Account and will have no right to negotiate or assert ownership rights in deposited funds. Payments shall be made to Operating Account by ACH Transaction on the 1st and 15th business day of each month. Preferred Partner shall be responsible for all Bank charges and Preferred Partner shall designate employees authorized to make changes to the Operating Account.
Changes to Operating Account.Any changes proposed to the Operating Account shall be submitted in writing to AstraBit and must be approved in writing by AstraBit. Should Preferred Partner modify these terms without following the aforementioned process, Preferred Partner indemnifies and holds AstraBit and the Indemnified Persons harmless for any administration and ACH activity initiated by AstraBit or its employees. If required by AstraBit, or any other financial institution where the Operating Account is maintained, Preferred Partner agrees to sign any other additional documents to authorize the deposits, including without limitation, ACH Transactions. Preferred Partner waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any other designated financial institution where the account is maintained.

5.2. Fees

Preferred Partner agrees to pay any and all fees, including, but not limited to processing fees, Interchange fees, Chargeback/Inquiry Fees etc. that may be levied by AstraBit’s TPPP for processing Payments made by Users and Qualified Members for your Custom Strategy. Preferred Partner also agrees to pay, as applicable, the amount of any fees, charges, or penalties assessed against AstraBit by any TPPP, Issuer, Bank, NACHA, or any other third party, for AstraBit accepting payments in accordance with this Agreement.
PCI Compliance. AstraBit agrees that we shall comply with the Associations’ operating rules (“ Operating Rules ”), including the Operating Rules applicable to the Visa PSP and MasterCard Payment Facilitator programs and all applicable local, state, and federal laws, rules, and regulations (“Applicable Laws”). The Operating Rules are available on websites, such as https://www.usa.visa.com/merchants and https://www.mastercardmerchant.com as updated from time to time. Further, AstraBit acknowledges receipt and review of the Bank Card Merchant Rules and Regulations (the “Rules Summary ”), as amended from time to time, which are incorporated into this Agreement by reference. AstraBit agrees to fully comply with, all of the terms and obligations in the then current Rules Summary, as changed or updated by TPPP from time to time. AstraBit further agrees that it will fully comply, with any and all confidentiality and security requirements of the USA Patriot Act (or similar law, rule or regulation), the Associations, including but not limited to Payment Card Industry Data Security Standard (“PCI”), the Visa Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations. Should any Operation Rules(s) not be publicly available or otherwise made available to Preferred Partner, such unavailability shall not alter or limit AstraBit’s obligation to comply with the Operating Rules.
You expressly acknowledge and agree that AstraBit is assuming the risk of compliance with all provisions of the Operating Rules. Both MasterCard and VISA make excerpts of their respective Operating Rules available on their 2 internet sites. Preferred Partner agrees that you will not take any action that could interfere with or prevent AstraBit from properly fulfilling its obligations under the terms of its agreement with TPPP or the exercise of any right by the Associations.
Set-Off Rights. To the extent permitted by law, we may set off against the proceeds for any obligation you owe us under any agreement with AstraBit’s TPPP for Chargebacks or Refunds that you authorize to Qualified Members for your Custom Strategy. If you owe us an amount that exceeds your cumulative incoming proceeds, you unconditionally agree to reimburse AstraBit from the Operating Account. Your failure to fully pay amounts that you owe us on demand will be a breach of these terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including attorneys’ fees and expenses, collection agency fees, and any applicable interest.

5.3. AstraBit Obligations and Requirements

AstraBit agrees to accept payment from Users and Qualified Members for the Custom Strategy in accordance with the AstraBit User Agreement, as amended from time to time by AstraBit in AstraBit’s sole and absolute discretion.
Proceeds to Preferred Partner AstraBit shall deliver payment to Preferred Partner by a credit to the Operating Account equal to the reconciled summary of Preferred Partner’s total summary Payment Transactions since the previous credit. This credit will be net of following charges:
- 1.The sum of all Qualified Member charges denied, refused or charged back;
- 2.All refunds processed on account of Qualified Members during said time period
- 3.All taxes, penalties, charges and other items incurred by AstraBit that are reimbursable pursuant to this Agreement; and
- 4.TPPP Fees, including but not limited to an amount equal to a specified percentage of the total cash price of each draft (“ Merchant Discount Rate ”), a specified amount per Payment Card Processing Transaction (“ TPPP Transaction Fee ”), any processing fees collected from Qualified Member and additional fees such as interchange fees, etc. and any other fees identified as may be charged by TPPP.
Preferred Partner Statement AstraBit shall make available a statement of all gross proceeds, charges and credits to the Operating Account or similar information (“ Preferred Partner Statement ”) on no less than a monthly basis. All information appearing on the Preferred Partner Statement shall be deemed accurate and affirmed by Preferred Partner unless Preferred Partner objects by written notice specifying the particular item in dispute within twenty (20) days after the date the Preferred Partner Statement became available to Preferred Partner. Delivery of the Preferred Partner Statement may be in written or electronic form or provided via the Admin Account as determined by AstraBit in its sole discretion.

5.4. Refunds and Chargebacks

Refunds Preferred Partner acknowledges and agrees to be bound by AstraBit’s Refund policy as outlined in the Section 2 of the AstraBit User Agreement.
In accordance with paragraph 2.4 of the AstraBit User Agreement, Preferred Partner may only refund a Qualified Member for the Custom Strategy with express written authorization from AstraBit. If any refund amount exceeds your cumulative incoming proceeds, you unconditionally agree to reimburse AstraBit for any refund amount.
Chargebacks Preferred Partner acknowledges and agrees that AstraBit is not in any way financially responsible for Refunds and/or Chargebacks for the Custom Strategy. AstraBit shall be authorized to chargeback to Preferred Partner any Payment Method as specified throughout this Agreement and for reasons including, but not limited to, the following;
- 1.No specific prior authorization for the Payment Method was obtained
- 2.The Payment Method otherwise violates the terms of this Agreement, the AstraBit User Agreement, or any other Association or Issuer bylaw, rule, regulation, policy or guideline;
- 3.Any representation or warranty made by Preferred Partner in connection with the Payment Method is false or inaccurate in any respect;
- 4.The Payment Method was based on a preauthorization form and the Payment Method which the Authorization was based has been canceled;
- 5.The Payment Method was cancelled prior to, or at the time of, the Billing Cycle (“ Billing Cycle ”) or Automatic Renewal (“ Automatic Renewal ”) as stipulated in section 2 of the AstraBit User Agreement;
- 6.The Payment Method expired prior to the date of the Billing Cycle or Automatic Renewal, or the date of Billing Cycle or Automatic Renewal was prior to the validation date, if any, indicated on the Payment Method;
- 7.The information required for documenting Payment Method was not properly submitted to AstraBit or TPPP;
- 8.AstraBit, TPPP or Issuer has received a complaint from or on behalf of a User or Qualified Member stating that there is an unresolved dispute or defense to a charge (whether or not valid) between Preferred Partner and Qualified Member;
- 9.The Qualified Member makes a written complaint to AstraBit, TPPP or Issuer that Qualified Member did not make or authorize the Payment Method;
- 10.A setoff or counterclaim of any kind exists in favor of any Qualified Member against Preferred Partner that may be asserted in defense of an action to enforce payment against the Qualified Member;
- 11.A Payment Method is charged back by an Issuer.
In any case, including those defined above, AstraBit shall not be obligated to accept a Payment Method for credit to the Operating Account.
If AstraBit has credited the Operating Account for such Billing Cycle or Automatic Renewal, Preferred Partner does unconditionally agree that AstraBit shall have the right but not the obligation to recover the amount from your cumulative incoming proceeds. If any Chargeback amount exceeds your cumulative incoming proceeds, you unconditionally agree to reimburse AstraBit for any Chargeback amount.
Preferred Partner agrees that AstraBit, without prior notice to Preferred Partner, may:
- Recoup the amount of the payment by AstraBit to Preferred Partner by adjustment of the credits due to Preferred Partner; or
- Set off the amount of the payment by AstraBit to Preferred Partner against any account or property AstraBit holds for or on behalf of Preferred Partner.

5.5. Preferred Partner Obligations and Requirements

Adjustments, Discounts and Refunds. Preferred Partner will maintain a fair refund policy in accordance with AstraBit’s User Agreement and make adjustments with respect to Custom Strategies sold or leased to Qualified Members whenever appropriate. All adjustments, including but not limited to refunds and discounts, must be made in accordance with AstraBit’s User Agreement. In the event that payment for Custom Strategy is discounted, written off, or cancelled, or any price is adjusted on a Billing Cycle or Automatic Renewal, you agree to inform AstraBit in writing and instruct AstraBit to issue a credit to the Qualified Member, either electronically or by paper, for the amount of the adjustment as a deduction from the total amount of your sales drafts transmitted that day or from any future credit to your Operating Account.
AstraBit reserves the right to deny any written request by you for any adjustment.
In the event the amount of any credit or refund to Qualified Member exceeds the amount of sales draft transactions, you unconditionally agree that AstraBit shall have the right but not the obligation to recover the amount from your cumulative incoming proceeds. If any Adjustment amount exceeds your cumulative incoming proceeds, AstraBit shall have the right to deny the adjustment or delay the adjustment until such times as you reimburse AstraBit for any excess amount.
Preferred Partner shall make no representations to any User or Qualified Member that said member may receive cash-back or cash refunds on any Payment Method.
Preferred Partner agrees that TPPP has the right to charge reasonable fees and reimbursement, in addition to any applicable Association fees or charges, on account of excessive Qualified Member inquiries, refunds, or Chargebacks. Preferred Partner agrees to maintain the following information in writing with respect to each claim or defense asserted by a Qualified Member for which AstraBit and/or Preferred Partner has received notice:
- 1.The Qualified Member’s name
- 2.A unique confirmation number, transaction sequence number, or other identifier that you can use to reference the transaction in subsequent communications with AstraBit and AstraBit’s TPPP;
- 3.The date and time the Qualified Member asserted the claim or defense;
- 4.The nature of the claim or defense; and
- 5.The action that Preferred Partner took in an attempt to resolve the dispute.
Upon request, Preferred Partner shall furnish AstraBit and AstraBit’s TPPP with this information in writing within ten (10) days.

5.6. Taxes

It is your responsibility to determine what, if any, Taxes apply to the payments you make or receive from AstraBit in connection with Custom Strategy, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. AstraBit is not responsible for determining whether any Taxes apply to you, or for collecting, reporting or remitting any Taxes arising from you and AstraBit doing business.
Please be advised that you may be subject to withholding taxes or other tax liabilities with respect to importing services from a foreign entity. In addition, you may be subject to goods and services tax (or its equivalent), sales tax, income tax, duties, or other tax liabilities as a seller of goods or services. It is your responsibility to check with your local tax advisor to determine which Taxes apply to you, and it is your responsibility to pay such Taxes to the appropriate tax authority. AstraBit does not provide any tax advice.
AstraBit generally does not report Preferred Partner income information to any taxing authority. However, you authorize AstraBit to provide to any taxing authority any information it reasonably believes it is required by applicable law to report or produce, including if we are compelled to do so through legal process.
All fees and payments relating to your Custom Strategy or to AstraBit’s Services are made free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. Any such deduction or withholding, if required by the laws of any country or taxation authority are your sole responsibility.