Training Provider Merchant Agreement

Effective Date: May 26, 2026

1. Agreement and Incorporation

This Training Provider Merchant Agreement (“Merchant Agreement” or “Agreement”) is entered into between Guard Boss, LLC, a Wyoming limited liability company (“Guard Boss,” “we,” “us,” or “our”), and the individual or entity identified during onboarding, account registration, merchant activation, or storefront setup as the Training Provider (“Training Provider,” “Provider,” “you,” or “your”).

This Agreement governs access to and use of the Guard Boss storefront, marketplace, payment facilitation, enrollment, payout, transaction, and related merchant functionality (collectively, the “Merchant Features”).

This Agreement supplements and is incorporated into the Guard Boss Terms of Service, Privacy Policy, Acceptable Use Policy, Copyright and DMCA Policy, and other incorporated policies (collectively, the “Platform Terms”), all of which continue to apply in full. Capitalized terms not defined in this Agreement have the meanings given in the Guard Boss Terms of Service.

In the event of a conflict between this Agreement and the Guard Boss Terms of Service, this Agreement controls solely with respect to Merchant Features. The Guard Boss Terms of Service control in all other respects.

By activating a storefront, connecting a payment account, listing training, accepting transactions, using Merchant Features, or continuing to use Merchant Features after this Agreement becomes effective, you agree to be bound by this Agreement.

2. Training Provider Status

For purposes of this Agreement, a “Training Provider” includes any employer, facility, instructor, organization, or other person or entity that creates, configures, offers, lists, administers, assigns, delivers, manages, or certifies training through the Services.

Employers using Merchant Features or offering, assigning, administering, or certifying training through the Services are deemed Training Providers for those activities and are subject to this Agreement in addition to the Employer Terms in the Guard Boss Terms of Service.

Training Providers are independent businesses and independent merchants. Nothing in this Agreement creates an employment, agency, partnership, franchise, fiduciary, or joint venture relationship between Guard Boss and any Training Provider.

3. Eligibility and Merchant Activation

To activate and maintain Merchant Features, a Training Provider must:

• provide accurate and complete legal, business, ownership, licensing, tax, contact, and payment information;
• connect and maintain an eligible payment account through Guard Boss’s payment-processing integration;
• maintain all licenses, permits, certifications, registrations, approvals, insurance, and authority required for the Training Provider’s training activity;
• maintain authority to offer, sell, deliver, administer, and certify the training listed or made available through the Services;
• comply with all payment-processor requirements, including any connected account agreement or platform terms; and
• remain in good standing with Guard Boss, applicable payment processors, and applicable legal or regulatory authorities.

Guard Boss may request business, licensing, identity, tax, or operational information for marketplace integrity, fraud prevention, payment-processing, legal compliance, or operational purposes. Any request, review, or acceptance by Guard Boss does not mean Guard Boss has verified, endorsed, approved, licensed, certified, or validated the Training Provider, its instructors, its courses, its regulatory authority, or its legal compliance.

Guard Boss may decline, suspend, restrict, or revoke Merchant Feature access at any time in accordance with this Agreement and the Platform Terms.

4. Guard Boss’s Role

Guard Boss provides software infrastructure, storefront tooling, transaction facilitation, payment-routing functionality, enrollment tools, communications systems, and record-management functionality.

Guard Boss is not the seller of Training Provider services except where expressly stated in writing; the provider of instruction; a licensing authority, regulator, accrediting body, or certification authority; the employer, agent, representative, partner, or joint venturer of any Training Provider; or responsible for Training Provider course delivery, scheduling, cancellations, attendance, instruction, testing, certificates, refunds, or regulatory compliance.

Guard Boss does not independently review, monitor, supervise, validate, endorse, accredit, approve, or guarantee Training Providers, instructors, course content, training delivery, assessments, certificates, Records, storefront descriptions, or regulatory representations.

5. Payment Processor and Connected Accounts

Merchant Features may depend on third-party payment processors and connected payment accounts. A Training Provider’s relationship with the payment processor is governed by the payment processor’s own agreements, policies, underwriting requirements, payout rules, reserves, restrictions, and compliance requirements.

Guard Boss is not responsible for payment-processor performance, availability, fee changes, account holds, reserves, payout delays, chargeback handling, underwriting decisions, account restrictions, or account terminations.

Training Providers authorize Guard Boss and its payment processors to process, route, deduct, reverse, refund, adjust, withhold, offset, or report transactions as necessary to operate Merchant Features, comply with payment-processor requirements, enforce this Agreement, prevent fraud, resolve disputes, process refunds, respond to chargebacks, or comply with law.

6. Transaction Structure and Fees

For courses sold through Training Provider storefronts, the applicable Training Provider is the merchant of record unless Guard Boss expressly states otherwise in writing.

Guard Boss may charge platform fees, transaction fees, revenue-share fees, service fees, or other amounts disclosed through the Services, this Agreement, checkout flows, onboarding flows, or other written notices.

Unless otherwise stated in writing, for storefront course sales: the Training Provider receives the provider share of the gross course sale price through the connected payment account; Guard Boss retains or receives the applicable Guard Boss platform fee; and payment-processor fees, chargeback fees, dispute fees, failed-payment fees, and related transaction costs are governed by the payment processor and may be deducted from transaction proceeds or charged to the Training Provider.

Transactions completed before the effective date of any fee change are governed by the fee structure in place at the time of the transaction.

7. Fee Changes

Guard Boss may modify merchant fees, platform fees, transaction fees, revenue-share percentages, or related commercial terms by providing no less than thirty (30) days’ notice by email, in-platform notice, or other reasonable means.

Continued use of Merchant Features after the effective date of a fee change constitutes acceptance of the revised fee structure.

8. Training Provider Obligations

Training Providers are solely responsible for course listings, storefront representations, training delivery, attendance, course duration, completion criteria, testing, assessment configuration, retesting rules, certificate issuance, instructor qualifications, instructor licensing, license-holder information, provider-of-record information, legal and regulatory obligations, required filings, student communications, taxes, payment disputes, chargebacks, refunds, merchant obligations, Provider Content, and training representations.

Training Providers must promptly notify Guard Boss if any required license, permit, approval, registration, authority, or payment-processing account is suspended, revoked, restricted, terminated, expired, disputed, or subject to investigation in a way that could affect Merchant Features or training activity.

9. Course Listings and Storefront Accuracy

Training Providers must ensure all storefronts, course listings, descriptions, pricing, schedules, delivery methods, refund policies, instructor information, license information, certificate information, and regulatory representations are accurate, current, complete, lawful, and not misleading.

Training Providers may not list courses they are not authorized to offer or deliver; misrepresent course approval status, legal sufficiency, duration, delivery method, instructor qualifications, provider identity, certificate value, or regulatory acceptance; state or imply that Guard Boss certifies, approves, accredits, endorses, licenses, or guarantees the Training Provider or its courses; offer training through the Services for an unauthorized, unlicensed, or undisclosed third party; or use storefronts or Merchant Features for deceptive, unlawful, or non-compliant training activity.

10. Training Delivery and Certificates

Training Providers are solely responsible for delivering training substantially as represented in the applicable course listing and in accordance with applicable requirements.

Training Providers must issue certificates only for training that was actually completed in accordance with the Training Provider’s requirements and applicable law. Training Providers may not configure assessments, course progress, certificate rules, or completion criteria to create false, misleading, or fraudulent training Records.

Certificates generated through the Platform are generated on behalf of the applicable Training Provider. Guard Boss does not independently certify completion, verify attendance, authenticate student identity, validate instructor authority, verify exam integrity, or determine regulatory sufficiency.

11. Records and Evidentiary Limitations

The Records, certificates, timestamps, verification responses, and related information associated with Merchant Features are subject to the evidentiary limitations, verification limitations, and compliance disclaimers in the Guard Boss Terms of Service.

Training Providers remain solely responsible for maintaining any independent records required by law, regulation, license condition, employer requirement, customer requirement, or business practice.

12. Student Communications and Support

Training Providers are responsible for communications with students and purchasers regarding training delivery, scheduling, prerequisites, location, cancellation, rescheduling, refund eligibility, attendance, completion, and course-specific questions.

Guard Boss may provide technical or platform support but is not responsible for mediating disputes between Training Providers and students, purchasers, Employers, regulators, or third parties.

13. Refunds

Each Training Provider is responsible for establishing and honoring its own lawful refund policy for storefront course sales. Refund terms must be accurate, clear, and made available before purchase where Platform functionality permits.

Notwithstanding a Training Provider’s published refund policy, a Training Provider may be required to issue refunds where required by law, payment-processor rules, this Agreement, Platform functionality, or Guard Boss’s marketplace-integrity requirements.

A Training Provider is responsible for refunds arising from course cancellation without a substantially equivalent alternative, failure to deliver purchased training in a material respect, material mismatch between the course listing and delivered training, unauthorized or non-compliant training activity, fraud, misrepresentation, or failure to satisfy payment-processor requirements.

If a Training Provider fails to process a required refund after notice, Guard Boss may take action it determines appropriate, including disabling storefront functionality, refunding Guard Boss’s portion of a transaction, suspending Merchant Features, or requiring reimbursement. Guard Boss is not obligated to refund a Training Provider’s share unless Guard Boss separately agrees in writing or payment-processor rules require otherwise.

14. Chargebacks and Payment Disputes

Training Providers are responsible for chargebacks, payment disputes, reversals, payment-processor fees, chargeback fees, dispute fees, refund fees, insufficient-fund consequences, and related costs associated with their storefront transactions.

Training Providers must respond promptly and accurately to payment disputes and provide evidence reasonably requested by Guard Boss or the payment processor.

Repeated or excessive chargebacks, disputes, refunds, failed payments, or suspicious transaction patterns may result in suspension, restriction, or termination of Merchant Features.

15. Payouts, Holds, Reserves, and Offsets

Payout timing is governed by the applicable payment processor and connected account terms. Guard Boss does not guarantee payout timing or availability.

Guard Boss may instruct, request, or permit payment processors to hold, delay, restrict, reverse, offset, or suspend payouts to the extent permitted by payment-processor rules, law, or this Agreement, including where Guard Boss determines there is risk of fraud, chargebacks, refund exposure, regulatory concern, legal risk, account misuse, payment-processor requirement, or violation of the Platform Terms.

To the extent permitted by law and payment-processor rules, Guard Boss may offset amounts owed by a Training Provider against amounts otherwise payable through Merchant Features.

16. Data and Privacy Obligations

Training Providers may receive access to Guard, student, purchaser, transaction, certificate, credential, or Record information through Merchant Features. Training Providers must use such information only for lawful purposes directly related to authorized use of the Services and training activity.

Training Providers must not sell, share, disclose, retain, export, copy, or use such information for unauthorized purposes, unlawful discrimination, unauthorized marketing, credential misuse, employment misuse, surveillance, harassment, or activity outside the relationship that permitted access.

Training Providers are responsible for complying with all privacy, data protection, security, breach-notification, confidentiality, employment, and records laws applicable to their own use, retention, disclosure, and security of information obtained through the Services.

After Merchant Feature termination or loss of access, Training Providers must cease accessing, using, disclosing, or retaining information obtained through Merchant Features except as required by applicable law, for legitimate internal recordkeeping relating to transactions or training previously conducted, or as otherwise independently authorized by the affected individual or applicable law.

17. Prohibited Merchant Conduct

In addition to the Acceptable Use Policy, Training Providers may not issue certificates or Records for training not delivered; misrepresent licensing, authority, course content, course approval, instructor status, attendance, completion, or regulatory sufficiency; process transactions for unauthorized third parties; accept off-platform payment for storefront-listed courses where prohibited by Guard Boss or Platform functionality; use Merchant Features for money laundering, fraud, prohibited goods or services, unlawful payment activity, or evasion of payment-processor rules; manipulate refunds, disputes, payouts, enrollments, course pricing, or certificate issuance; or interfere with Guard Boss’s ability to enforce Platform Terms, investigate disputes, or respond to legal or regulatory issues.

18. Fraud, Non-Compliance, and Remedial Action

If Guard Boss determines, in its reasonable judgment, that a Training Provider has engaged in fraud, non-compliance, unlawful conduct, excessive disputes, credential misuse, certificate abuse, payment abuse, or conduct creating legal, regulatory, operational, security, or reputational risk, Guard Boss may immediately and without prior notice suspend or terminate Merchant Features, remove storefronts or course listings, disable enrollments, payments, payouts, certificates, or Records functionality, instruct or request payment processors to hold, restrict, reverse, or suspend transactions or payouts, notify affected users, Employers, Training Providers, payment processors, regulators, law enforcement, or other third parties where appropriate, preserve evidence and records, and seek reimbursement, indemnification, equitable relief, damages, fees, and legal remedies.

Guard Boss has no obligation to monitor Training Provider activity, course content, training delivery, or compliance. Any enforcement action or failure to act does not create a duty to detect, prevent, or remediate non-compliance.

19. Financial Remedies

In addition to any other remedies, Training Providers must reimburse Guard Boss for amounts arising from fraudulent, unauthorized, unlawful, or non-compliant transactions; refunds, chargebacks, disputes, reversals, payment-processor fees, and related costs; amounts Guard Boss pays or refunds because of Training Provider conduct; investigation, mitigation, remediation, notification, legal, regulatory, or operational costs arising from Training Provider conduct; and reasonable attorneys’ fees and costs incurred enforcing this Agreement.

These remedies are cumulative and do not limit Guard Boss’s rights under the Platform Terms, law, equity, or payment-processor rules.

20. Representations and Warranties

Training Provider represents and warrants on a continuing basis that it has authority to enter into this Agreement and use Merchant Features; all information it provides is accurate, complete, current, and not misleading; it maintains all required licenses, approvals, registrations, permits, instructor qualifications, and legal authority for its training activity; its Provider Content, course listings, training delivery, certificates, storefronts, and transactions comply with applicable law; it owns or has necessary rights to Provider Content and storefront content; its use of Merchant Features will not violate third-party rights, payment-processor rules, or Platform Terms; and it will promptly notify Guard Boss of any material change affecting its authority, compliance status, payment account, training operations, or ability to perform.

21. Indemnification

Training Provider agrees to defend, indemnify, and hold harmless Guard Boss and its officers, directors, members, employees, contractors, agents, affiliates, successors, and assigns from and against all claims, demands, damages, losses, liabilities, penalties, fines, settlements, judgments, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Training Provider’s storefront, Merchant Features, Provider Content, course listings, training delivery, certificates, Records, representations, legal violations, payment-processor violations, student claims, purchaser claims, Guard claims, Employer claims, regulator claims, refund issues, chargebacks, payment disputes, reversals, taxes, fraud, negligence, unauthorized activity, credential misuse, certificate abuse, infringement, privacy claims, confidentiality claims, or data misuse.

22. Disclaimers

MERCHANT FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARD BOSS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, PAYMENT PROCESSING, PAYOUT TIMING, STOREFRONT PERFORMANCE, TRANSACTION SUCCESS, REGULATORY SUFFICIENCY, OR COURSE SALES.

GUARD BOSS DOES NOT GUARANTEE STOREFRONT TRAFFIC, ENROLLMENTS, REVENUE, SEARCH PLACEMENT, PAYMENT APPROVAL, PAYOUT TIMING, REFUND OUTCOMES, CHARGEBACK OUTCOMES, REGULATORY ACCEPTANCE, CERTIFICATE ACCEPTANCE, OR UNINTERRUPTED MERCHANT FEATURE AVAILABILITY.

23. Limitation of Liability

To the maximum extent permitted by law, Guard Boss will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, lost revenue, lost profits, lost enrollments, lost business, loss of goodwill, reputational harm, business interruption, loss of data, payment-processing losses, chargeback losses, refund losses, or regulatory consequences.

Guard Boss’s total liability to Training Provider under this Agreement will not exceed the Guard Boss fees collected from Training Provider’s storefront transactions during the twelve (12) months before the event giving rise to the claim, except to the limited extent liability arises from Guard Boss’s intentional misconduct and cannot be limited under applicable law.

24. Suspension and Termination

Training Provider may stop using Merchant Features by deactivating its storefront or contacting Guard Boss through available support or contact channels.

Guard Boss may suspend, restrict, deactivate, or terminate Merchant Features at any time, with or without notice, for any reason, including violation of this Agreement, violation of Platform Terms, payment-processor issue, licensing concern, regulatory risk, fraud risk, chargeback risk, account dispute, operational issue, legal requirement, or reputational risk.

Upon termination or deactivation, storefronts and course listings may be removed or disabled; new enrollments and transactions may be blocked; payouts may be held, delayed, reversed, or restricted where permitted by law or payment-processor rules; Training Provider remains responsible for prior transactions, refunds, chargebacks, delivery obligations, tax obligations, disputes, legal obligations, and indemnity obligations; and Guard Boss may retain records, backups, archives, compliance copies, and dispute-resolution copies as permitted by the Platform Terms and Privacy Policy.

25. Modifications

Guard Boss may modify this Agreement at any time. Updated terms may be posted through the Services, delivered by email, provided through in-platform notice, or made available by other reasonable means.

Material changes to this Agreement will become effective no earlier than fourteen (14) days after notice is provided by email or through the Platform, unless a shorter period is required for legal, regulatory, security, payment-processor, or abuse-prevention reasons.

Fee changes specific to Merchant Features will become effective no earlier than thirty (30) days after notice is provided, unless a shorter period is required by law, payment-processor rule, or urgent operational risk.

Non-material changes, including formatting updates, typographical corrections, clarifications, administrative updates, or changes that do not materially affect rights or obligations, may become effective immediately upon posting.

Continued use of Merchant Features after updated terms become effective constitutes acceptance of the updated Agreement. If you do not agree, you must stop using Merchant Features before the effective date of the applicable changes.

26. Dispute Resolution

All disputes arising from or relating to Merchant Features or this Agreement are governed exclusively by the governing law, informal dispute resolution, arbitration, class action waiver, limitations-period, and dispute-resolution provisions contained in the Guard Boss Terms of Service, which are incorporated into this Agreement by reference.

27. Survival

Sections concerning fees, refunds, chargebacks, payment disputes, payouts, offsets, financial remedies, data and privacy obligations, prohibited conduct, fraud and non-compliance, representations and warranties, indemnification, disclaimers, limitation of liability, dispute resolution, governing law, record retention, confidentiality-related obligations, and any other provisions that by their nature should survive will survive suspension, deactivation, or termination of Merchant Features or account access.

28. Miscellaneous

This Agreement, together with the Platform Terms, constitutes the agreement between Guard Boss and Training Provider regarding Merchant Features. If any provision is unenforceable, the remaining provisions remain in effect. Guard Boss may assign this Agreement. Training Provider may not assign this Agreement without Guard Boss’s prior written consent. Guard Boss’s failure to enforce a provision is not a waiver.

29. Contact

Legal notices and formal communications may be submitted through the contact process available at https://www.guardboss.com/contact.