# Verified Opinion clause

_A merchant, ISO, sponsor-bank program or processing agreement. Version 2026-10-07.1._

> Template for the institution’s own counsel to adapt. Not legal advice, not tailored to any institution, and no attorney–client relationship is created by using it. Apparently Law reviews opinions only for the relying institution and never advises the merchant whose opinion it reviews.

## 1. Definitions

“Covered Activity” means any game, contest, sweepstakes, promotion, wager, event contract or prediction market, and any money transmission, stored value, rewards or investment feature, that Merchant offers to users or that the Program supports.

“Legal Opinion” means a reasoned legal opinion, issued by counsel engaged by Merchant, concluding that the Covered Activity is lawful in each jurisdiction in which Merchant offers it, and stating the facts on which that conclusion relies.

“Verified Opinion” means a Legal Opinion that has been reviewed for [Institution] under the Verified Opinion Standard, with each fact on which it relies tested against Merchant’s systems, code and public documents, and for which [Institution] has received the review record.

“Reviewing Counsel” means counsel engaged by [Institution], and not by Merchant, to perform that review.

## 2. Before processing begins

Merchant shall not offer a Covered Activity through the Program in any jurisdiction until [Institution] has received a Verified Opinion covering that Covered Activity in that jurisdiction and Reviewing Counsel has approved it, with or without conditions.

Merchant shall give Reviewing Counsel, through the evidence tools [Institution] designates, read-only access to the source repository, database and public documents on which the Legal Opinion relies, and shall not alter any of them during the review except to cure a finding.

## 3. Keeping it true

Merchant shall maintain the facts on which each Verified Opinion relies. Merchant shall notify [Institution] within [five (5)] business days of any change to the Covered Activity, its structure, its flow of funds or the jurisdictions in which it is offered that could affect any of those facts.

Merchant consents to continuous re-measurement of those facts by the designated evidence tools, and to a bring-down of each Verified Opinion at least every [twelve (12)] months and whenever a change in law or in the Covered Activity affects it.

Where re-measurement shows a fact no longer holds, [Institution] may open a cure window of [fourteen (14)] days. If the finding is not cured within that window, [Institution] may suspend processing of the affected Covered Activity in the affected jurisdictions until a revised Verified Opinion is approved.

## 4. Independence and cost

Reviewing Counsel acts solely for [Institution]. Nothing in this Agreement makes Reviewing Counsel counsel to Merchant, and Merchant shall not seek to direct or influence Reviewing Counsel’s judgment.

[OPTIONAL] Merchant shall pay the fee for each review of its Legal Opinion. The fee is fixed and paid before the review is decided, does not depend on its outcome, and does not make Merchant Reviewing Counsel’s client. Findings are reported to [Institution].

## 5. Records

[Institution] may retain the review record, its findings and decisions, and the evidence summary for the longer of [ten (10)] years and the period its record-keeping obligations require, and may produce them to its examiners and regulators.