Terms of Service

1. Description of Services

Sterling Ridge LLC ("Sterling Ridge," "we," "us," or "our"), located at 750 S Fort Thomas Ave, Fort Thomas, KY 41075, provides payment processing and related technology services, including credit and debit card processing (Sterling Merchant), ACH origination and Pay by Bank services (Sterling ACH), electronic check processing (Sterling Check), bank account verification, recurring billing tools, payout services, and associated dashboards, APIs, and reporting (collectively, the "Services").

These Terms of Service (the "Terms") govern your access to and use of our website at sterlingridge.io and the Services. By submitting an application, creating an account, or using any Service, you agree to be bound by these Terms, our Privacy Policy, and any merchant processing agreement, pricing schedule, or bank disclosure executed in connection with your account (together, the "Agreement"). If there is a conflict between these Terms and a signed merchant processing agreement, the signed agreement controls.

The Services are offered exclusively to businesses and other legal entities. By using the Services, you represent that you are acting on behalf of a registered legal business and that you have authority to bind that business to the Agreement.

2. Merchant Obligations

You agree to use the Services only for lawful, bona fide business transactions that you are authorized to submit, and only for the business type, products, and services described in your approved application. You must notify us in advance of any material change to your business model, ownership, product lines, websites, average ticket size, or expected processing volume.

You agree to provide accurate, current, and complete information during application and at all times thereafter, including financial statements, bank statements, licenses, and other documentation we or our acquiring bank partners reasonably request for underwriting, risk review, or regulatory compliance (including KYC/KYB and OFAC screening). You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

• Prohibited use. You may not use the Services for any illegal activity; for products or services you are not licensed to sell; for transactions on behalf of undisclosed third parties (factoring); to process your own cards for cash-flow purposes; or for any category expressly prohibited by our acquiring banks or by applicable card network or NACHA rules.
• Customer service. You must maintain a fair refund and cancellation policy, disclose it to customers before purchase, and respond to customer inquiries and disputes in a timely manner.
• Data security. You must protect cardholder and bank account data in accordance with PCI DSS and applicable law, and must never store sensitive authentication data after authorization.

3. NACHA and Card Network Compliance

Transactions processed through the Services are subject to the operating rules of the applicable payment networks, including the NACHA Operating Rules for ACH entries, the rules of Visa, Mastercard, Discover, and American Express for card transactions, and check laws including the Uniform Commercial Code and Check 21 for check-based payments. You agree to comply with all applicable network rules as amended from time to time, whether or not those rules are separately provided to you.

For ACH origination, you specifically agree to: obtain and retain valid authorizations before initiating any entry; originate entries only under the appropriate Standard Entry Class (SEC) code; promptly honor revocations of authorization; and keep your return rates within NACHA thresholds, including the limits for unauthorized, administrative, and overall returns. For card processing, you agree to maintain chargeback ratios below card network monitoring thresholds and to cooperate with any network-mandated remediation program.

We may suspend or terminate Services, and networks may impose fines or penalties, if your processing violates network rules. Any fines, fees, or penalties assessed against us or our bank partners because of your activity are your responsibility and may be debited from your settlement funds or reserve.

4. Payment Authorizations and Record Retention

You must obtain a valid, verifiable authorization from your customer before initiating any payment, in the form required for the payment type: signed or electronically accepted authorization for ACH debits (including clear disclosure of amount, timing, and recurrence for recurring entries), cardholder authorization for card transactions, and check writer authorization for eChecks and remotely created checks.

You must retain proof of each authorization, and all related transaction records, for a minimum of two (2) years from the date of the transaction or the termination of a recurring authorization — or longer where network rules or applicable law require. You agree to produce a copy of any authorization to us within five (5) business days of our request, including in connection with a customer dispute, return, or audit by an acquiring bank or network.

Failure to produce a valid authorization on request may result in the transaction being charged back to you, and repeated failures may result in suspension or termination of your account.

5. Reserves, Processing Limits, and Risk Controls

As a condition of providing the Services, we or our acquiring bank partners may establish processing limits (including per-transaction, daily, and monthly volume limits) and may require a reserve — including a rolling reserve, capped reserve, or up-front reserve — funded from settlement proceeds or by deposit. Reserve terms are disclosed in your merchant processing agreement and are reviewed periodically based on your actual processing history, chargeback and return performance, and financial condition.

We may delay, suspend, or withhold settlement of funds, and may hold funds beyond termination of the Agreement, where reasonably necessary to cover actual or anticipated chargebacks, returns, refunds, fines, or other liabilities arising from your processing activity. Reserved and held funds do not bear interest unless required by law. We will release reserves in accordance with your agreement once the underlying risk exposure has passed.

6. Fees and Billing

You agree to pay the fees set forth in your pricing schedule, which may include percentage-based processing fees, per-transaction fees, monthly fees, chargeback and return fees, and pass-through costs such as interchange, network assessments, and bank fees. Unless otherwise stated in your agreement, fees are debited from your settlement proceeds or from your designated bank account by ACH.

We will provide at least thirty (30) days' notice before increasing our own fees or introducing new fees, except for pass-through costs set by card networks, NACHA, or banks, which take effect when imposed by those third parties. Your continued use of the Services after a fee change takes effect constitutes acceptance of the change. Amounts you owe that cannot be collected from settlements may be invoiced and are payable within fifteen (15) days.

7. Term and Termination

These Terms apply from your first use of the Services and continue until terminated. Unless your merchant processing agreement states otherwise, there are no long-term commitments: you may terminate your account at any time with written notice to us, with no cancellation fee.

We may suspend or terminate your access to the Services at any time, with or without notice, if: you breach the Agreement; your processing presents undue risk of loss, fraud, or reputational harm; an acquiring bank, card network, or regulator requires it; or your application contained inaccurate information. Upon termination, you must stop submitting transactions immediately. Sections of these Terms that by their nature should survive — including record retention, reserves and held funds, fees owed, limitation of liability, indemnification, and dispute resolution — survive termination.

8. Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, STERLING RIDGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTICULAR TRANSACTION WILL BE AUTHORIZED, SETTLED, OR FREE FROM RETURN OR CHARGEBACK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STERLING RIDGE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU TO STERLING RIDGE FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations of liability; in those jurisdictions, our liability is limited to the fullest extent permitted by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Sterling Ridge, its acquiring bank partners, and their respective officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your breach of the Agreement or of any network rule or applicable law; (b) transactions you submit, including chargebacks, returns, refunds, and fraud; (c) your products, services, marketing, or customer relationships; (d) your negligence or willful misconduct; or (e) any inaccurate information you provide to us.

We will notify you of any claim subject to indemnification, and you agree not to settle any such claim in a way that imposes obligations on us without our prior written consent.

10. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. Except for claims that qualify for small-claims court and claims for injunctive relief relating to intellectual property or data security, any dispute, claim, or controversy arising from or relating to the Agreement or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Campbell County, Kentucky. Judgment on the award may be entered in any court of competent jurisdiction.

YOU AND STERLING RIDGE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. Claims may be brought only in an individual capacity. Before initiating arbitration, the party asserting a dispute must first send written notice describing the dispute to the other party and allow thirty (30) days for informal resolution.

11. Governing Law

The Agreement and any dispute arising from or relating to it are governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provision above. For any matter not subject to arbitration, you and Sterling Ridge consent to the exclusive jurisdiction and venue of the state and federal courts located in Campbell County, Kentucky.

We may update these Terms from time to time by posting a revised version on this page with an updated "Last updated" date. Material changes will be communicated by email or dashboard notice at least thirty (30) days before taking effect. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force.

12. Contact Us

Questions about these Terms, or about your merchant agreement, can be directed to:

• Sterling Ridge LLC — 750 S Fort Thomas Ave, Fort Thomas, KY 41075, United States
• Email: contact@sterlingridge.io
• Phone: +1 (364) 204-3463