PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
PaidYET Services Agreement — United States
Last Updated: February 23, 2017
Welcome to PaidYET.
This PaidYET Services Agreement (“Agreement”) is a legal agreement between PaidYET, d/b/a of Paymintz, Inc. (“PaidYET” or “we”) and the entity or person (“you”, “your”, or “user”) who registered with PaidYET to receive certain payment, analytics, and other business services that may be offered by PaidYET and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.
If you do not understand any of the terms of this Agreement, please contact us before using the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
Section A: General Terms
Overview of this Agreement
This Agreement provides a general description of the Services PaidYET may provide to you, including those allowing you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”).
Before using the Services, you must register with PaidYET and create an account (a “PaidYET Account”).
Section A describes the process of registering for and using your PaidYET Account.
Section B describes your use of the APIs and the Services.
Section C describes the Services you may use to accept payments and perform other financial transactions, manage billings, and perform transaction reporting (the “Payment Services”).
Section D describes proper handling, management, and use of data, generated during your use of the Services, including your Customers’ data.
Section E describes your liability to PaidYET for all losses connected with your PaidYET Account, your agreement to resolve all disputes with PaidYET by arbitration and not in a lawsuit, and other legal terms that apply to you.
Your PaidYET Account
Registration and Permitted Activities:
Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to apply for a PaidYET Account to use the Services described in this Agreement. PaidYET and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.
To register for a PaidYET Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your PaidYET Account administrator. Until you have submitted, and we have reviewed and approved all required information, your PaidYET Account will be available to you on a preliminary basis only, and we may terminate it, or portions of it, at any time and for any reason.
If you use Payment Services, your name (or the name used to identify you) and URL may appear on your Customers’ bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Services to facilitate Transactions with your Customers. You may not use Payment Services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.
Business Representative: You and your Representative individually affirm to PaidYET that your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of PaidYET, neither you nor your Representative may register or attempt to register for a PaidYET Account on behalf of a user PaidYET previously terminated from use of the Services.
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
The following special requirements apply to you if you are not at least 18 years old. If you are a legal entity, your Representative must either obtain the consent of your board or of an authorized officer; and if you are an individual or sole proprietor, your Representative must be your parent or legal guardian. Any such approving board, authorized officer, parent, or legal guardian is responsible to PaidYET and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself.
Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. If you use Payment Services, we may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement, or require a personal or company guarantee from you. Your failure to provide this information may result in suspension or termination of your PaidYET Account.
You authorize us to retrieve information about you from our service providers, including credit and information bureaus. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your PaidYET Account. PaidYET may periodically update this information as part of our underwriting criteria and risk analysis procedures.
Changes to Your Business, Keeping your PaidYET Account Current: You agree to keep the information in your PaidYET Account current. You must promptly update your PaidYET Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your PaidYET Account or terminate this Agreement if you fail to keep this information current.
You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary insolvency petition or proceeding, receivership, bankruptcy, or similar action; there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets.
Your Relationship with Your Customers
You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. PaidYET is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.
PaidYET provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or correct, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.
Fees and Fines
PaidYET will provide the Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, and incorporated into this Agreement. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your PaidYET Account (such as handling a disputed charge). We may revise the Fees at any time upon 30 days’ notice to you. We may charge additional Fees for cross-border transactions or foreign exchange services. In addition to the Fees, you are also responsible for any penalties or fines imposed on you or PaidYET by any bank, money services business, payment network, or other financial intermediary (each a “Financial Services Provider”) resulting from your use of Payment Services in a manner not permitted by this Agreement or a Financial Services Provider’s rules and regulations.
If you do not understand the Fee Schedule or you have a question about Fees, please contact us.
Services and PaidYET Account Support
We will provide you with support to resolve general issues relating to your PaidYET Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of PaidYET’s support pages, API documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you have still have questions after reviewing the Documentation, please contact us.
You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support or the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.
Taxes and Other Expenses
You are solely responsible (i) for determining what, if any, taxes or fees (“Taxes”) apply to your Transactions; and (ii) assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. When you provide us your tax identification number, you agree that we may send electronic reports of tax documents (including Form 1099-K) to you. We are not obligated to nor will we determine the applicability of any Taxes, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction, but we may withhold any amounts that we deem appropriate to cover such Taxes if we cannot validate any tax identification number you provide us. We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to the Internal Revenue Code, we may be required to file an informational return with the IRS reporting Transactions and third-party network transactions with legal entities or persons that occur in a given calendar year. If you use Payment Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service.
Service Limitations, Prohibited Activities, and Security Controls
Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Service and to Transactions. As applicable, this may include compliance with domestic and international Laws related to use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
Prohibited Businesses and Activities: You may not use the Services for your benefit or the benefit another for any activities PaidYET has identified as a prohibited business or activity (collectively, “Prohibited Businesses”). Prohibited Businesses include use of the Service in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). ( https://www.treasury.gov/resource-center/sanctions)
Please review the list of Prohibited Businesses, Addendum A – PaidYET Prohibited Businesses, thoroughly before registering for and opening a PaidYET Account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to you, please contact us. We may add to or update the Prohibited Business List at any time.
Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for noncommercial, personal, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public PaidYET systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way data, content, or any part of the Services, Documentation, or our website except as expressly permitted by Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Service or affect use of the Service by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.
Security Controls: We may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). You agree to review the Security Controls and the Documentation that we provide to you, and to select the Security Controls that meet your business requirements. If you believe that the Security Controls we provide are insufficient, then you agree to separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.
Suspicion of Unauthorized or Illegal Use
We may refuse, condition, or suspend any Transactions that we believe may violate this Agreement or other agreements you may have with PaidYET; or that expose you, PaidYET, or others to risks unacceptable to PaidYET. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your PaidYET Account, your Customers, and Transactions made through your use of the Services.
Disclosures and Notices; Electronic Signature Consent
Consent to Electronic Disclosures and Notices: By registering for a PaidYET Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from PaidYET (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
Methods of Delivery: You agree that PaidYET can provide Notices regarding the Service to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your PaidYET Account. Notices may include notifications about your PaidYET Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your PaidYET Account (such as through two-step verification), and to provide you with other critical information about your PaidYET Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security procedures and controls intended to reduce the risk of fraud to you and your Customers (“Security Controls”) on your PaidYET Account and may increase the risk of loss to your business.
Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.
Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using them without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your PaidYET Account.
Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or PaidYET. You may terminate this Agreement by closing your PaidYET Account at any time by opening the data tab in your account settings, selecting “close my account” and ceasing to use the Service. If you use the Service again or register for another PaidYET Account, you are consenting to this Agreement. We may terminate this Agreement or close your PaidYET Account at any time for any reason by providing you Notice. We may suspend your PaidYET Account and your ability to access funds in your PaidYET Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of significant fraud or credit risk, or any other risks associated with your PaidYET Account; and (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; or (iii) any Law or Financial Services Provider requires us to do so.
Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions through the Service, and (iii) immediately remove all PaidYET or payment network logos from your website (unless permitted under a separate license with the payment network). Your continued or renewed use of the Service after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Section C.
In addition, upon termination you understand and agree that (i) all licenses granted to you by PaidYET under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers within 10 days of termination; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Service, or any termination or suspension of the Service or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Service prior to termination.
Section B: PaidYET Technology
APIs and Dashboard
PaidYET has developed and provides access to the APIs that may be used to access the Services. You may use the APIs solely as described in the Documentation to process Transactions or use the Services on websites and through the applications identified in your PaidYET Account. You may manage your PaidYET Account, connect with other service providers, and enable additional features through the PaidYET management dashboard (“Dashboard”).
You may use the APIs to utilize the Services on your website or inside your mobile applications. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the APIs and Documentation from time to time, and may add or remove functionality. We may provide you Notice if we change, deprecate, or remove functionality from the API so that you may continue using the Services with minimal interruption.
We will give you API keys for Transactions available through the Dashboard. Keys permit any API call to your PaidYET Account. You are responsible for securing your keys — do not publish or share them with any unauthorized persons. Failure to secure your keys will increase the likelihood of fraud on your PaidYET Account and potential losses to you or your Customers. We provide more details on proper use of publishable and secret API keys in the Documentation. Information on securing your PaidYET Account is available in Section D.
Ownership of PaidYET IP
PaidYET or its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the APIs, Services, Dashboard, and Documentation (collectively, “PaidYET IP”) or any copies thereof. PaidYET IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and PaidYET reserves all rights in PaidYET IP not expressly granted to you in this Agreement.
You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our APIs, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that PaidYET has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
PaidYET grants you a nonexclusive and nontransferable license to electronically access and use the PaidYET IP only in the manner described in this Agreement. PaidYET does not sell to you, and you do not have the right to sublicense the PaidYET IP. We may make updates to the PaidYET IP or new Services available to you automatically as electronically published by PaidYET, but we may require action on your part before you may use the PaidYET IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). PaidYET may revoke or terminate this license at any time if you use PaidYET IP in a manner prohibited by this Agreement.
You may not: (i) claim or register ownership of PaidYET IP on your behalf or on behalf of others; (ii) sublicense any rights in PaidYET IP granted by us; (iii) import or export any PaidYET IP to a person or country in violation of any country’s export control Laws; (iv) use PaidYET IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.
Additional Services: From time to time we may offer you additional features or services that may be subject to additional or different terms of service. You may not use these additional services unless you agree to the applicable agreement or terms for those services.
We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.
PaidYET Marks; References to Our Relationship
We may make certain PaidYET logos or marks (“PaidYET Marks”) available for use by you and other users to allow you to identify PaidYET as a service provider. To use PaidYET Marks, you must first agree to the PaidYET Marks Usage Agreement. PaidYET may limit or revoke your ability to use PaidYET Marks at any time. You may never use any PaidYET Marks or PaidYET IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.
During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a PaidYET user. If you do not want us identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and PaidYET. Upon termination of your PaidYET Account, we will both remove any public references to our relationship from our websites.
You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your PaidYET Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse PaidYET for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.
You are solely responsible for obtaining the appropriate rights to publish Product Data, and for the accuracy or inaccuracy of any pricing, inventory information, facts, or statements — even those made erroneously — contained in Product Data. You grant PaidYET a worldwide, royalty-free, nontransferable license to: (i) publish Product Data you have connected your PaidYET Account to; (ii) receive and transmit Order Data to you; (iii) use any trademarks, service marks, or Personal Data (as defined in Section C) contained in Product Data or Order Data to the extent required to perform either (i) or (ii); and (iv) authorize PaidYET to sublicense such rights. You agree to fully reimburse PaidYET for all fees, fines, losses, claims, and any other costs we may incur that result from your use of Product Data.
You affirm that you will not knowingly publish any false or misleading Product Data, or use PaidYET to sell or attempt to sell any illegal products or services, and that you are solely responsible for production, fulfillment, shipping, and provision of any ancillary services related to Transactions you receive through your use of PaidYET.
Section C: Payment Services
Payment Services Overview
PaidYET provides you Payment Services through various Financial Services Providers. Payment Services allow you to accept payment from your Customers for Transactions. We may limit or refuse to process Charges (as defined below) for any Prohibited Businesses, or for Charges submitted in violation of this Agreement. To use the Payment Services, you must also accept separate agreements with the Financial Services Providers and payment method providers as described in Section 5.
The following terms used in this section relate to your use of Payment Services:
“Charge” means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution for in connection with a Transaction.
“Refund” means an instruction initiated by you to return funds to a Customer for an existing Charge.
“Dispute” means an instruction initiated by the Customer with a Financial Services Provider or us to return funds for an existing Charge (including a chargeback on a payment card network and a dispute on the Automated Clearinghouse (ACH) network).
“Reversal” means an instruction initiated by a Financial Services Provider or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Financial Services Provider; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of Network Rules, or where submission of the Charge or your use of Payment Services violates this Agreement.
“Return” means an instruction initiated by you, a Customer, or a Financial Services Provider to return funds unrelated to an existing Charge.
“Transfer” means an instruction to credit funds to or debit funds from an account you designate with a Financial Services Provider.
“Fine” means any fines, levies, or other charges imposed by us or a Financial Services Provider caused by your violation of Laws or this Agreement, or as permitted by Network Rules.
“Network Rules” means the guidelines, bylaws, rules, and regulations imposed by the Financial Services Providers that operate payment networks supported by PaidYET (including the payment card network operating rules for Visa, MasterCard, Discover or the American Express networks; and the NACHA operating rules governing the ACH network).
Registering for Use of Payment Services
When you register for a PaidYET Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your PaidYET Account. Throughout the term of this Agreement, we may share information about your PaidYET Account with Financial Services Providers in order to verify your eligibility to use the Payment Services, establish any necessary accounts or credit with Financial Services Providers, monitor Charges and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of your PaidYET Account information to determine that you are eligible to use the Payment Services. PaidYET’s use of the information you provide to us under this Agreement is described in more detail in Section D.
PaidYET is not a bank and we do not provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.
Processing Transactions, Disputes
You may only submit Charges through the Payment Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct Financial Services Providers, including SPC, to receive and pay any funds owed to you through the Payment Services, and you will identify PaidYET as your agent for purposes of providing the Payment Services to you.
Except where PaidYET and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customers’ eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. PaidYET is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.
You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the API or the Dashboard. We may request additional information to provide to Financial Services Providers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Financial Services Providers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a Financial Services Provider may credit funds associated with the Charge that is the subject of the Dispute (or a portion thereof) to your PaidYET Account.
Please keep in mind that you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. PaidYET does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product. Even if we work with you to assist you or law enforcement in recovering lost funds, PaidYET is not liable to you, or responsible for your financial losses or any other consequences of such fraud. We provide the Security Controls described in Section D.3 to help you mitigate the risk of fraud losses on your PaidYET Account, and we strongly encourage you to review and use the Security Controls appropriate for your business.
A Financial Services Provider or we may issue a Reversal for any Charge where a Charge is made without the account owner’s authorization, in connection with a Prohibited Business, that violates the Network Rules, or for many other reasons. If a Financial Services Provider or we issue a Reversal, we will provide you Notice and a description of the cause of the Reversal.
Responsibilities and Disclosures to Your Customers
It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; and (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance. You also agree to maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.
You may use some Payment Services to receive recurring or subscription payments from your Customers. If you use the Payment Services to submit these recurring or subscription Charges, you agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.
If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices (UDAAP).
Financial Services Providers
To use the Payment Services, you must agree to additional terms of service between you and one or more of PaidYET, a PaidYET affiliate, or a Financial Services Provider (“Financial Services Terms ”). In addition, unique terms and conditions may also apply specific payment methods or networks (“Payment Terms”). By using the Payment Services, you agree to the Financial Services Terms and applicable Payment Terms as set out on our legal page (including those that separately bind you with Financial Services Providers or payment method providers). See Addendum B.
We may add or remove Financial Services Providers or payment methods at any time. The Financial Service Terms and Payment Terms may also be amended from time to time. Your continuing use of the Payment Services constitutes your consent and agreement to such additions, removals and amendments.
Specific Payment Methods
Payment Cards: When accepting payment card payments, you must comply with all Network Rules applicable to merchants, including the Network Rules provided by Visa ( http://usa.visa.com/merchants/operations/op_regulations.html) , MasterCard ( http://www.mastercard.com/us/merchant/support/rules.html) , American Express ( https://www209.americanexpress.com/merchant/services/en_US/merchant-regulations), and Discover (please contact Discover for a copy). These Network Rules state that you may only accept payment using payment cards for bona fide legal commercial transactions, may only use payment network trademarks or service marks consistent with the Network Rules, and may not discriminate by card type or charge surcharges for acceptance of payment cards. The payment card networks may amend the Network Rules at any time without notice to you, and PaidYET reserves the right to change the Payment Services for payment card processing at any time to comply with the Network Rules. We may share the information you provide to us that we use to identify the nature of the products or services with Financial Services Providers, including assigning your business activities to a particular payment network merchant category code (MCC).
Customers typically raise payment card network Disputes (i.e. chargebacks) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorize the Charge. High chargeback rates (typically those exceeding 1%) may result in your inability to use the Payment Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.
When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) accepting cash, its equivalent, or any other item of value for a Refund, (iii) acting as a payment intermediary or aggregator, or otherwise reselling Payment Services on behalf of others, (iv) submitting what you believe or know to be a fraudulent Charge, or (v) using Payment Services in a manner that is an abuse of Financial Services Providers’ networks or a violation of Network Rules.
If you misuse the Payment Services for payment card transactions or engage in activity the payment card networks identify as damaging to their brand, or if we are required to do so by Network Rules, we will submit information about you, Representatives, Principals, beneficial owners and other individuals associated with your PaidYET Account to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting.
Automated Clearinghouse (ACH): The ACH network is controlled and managed by the National Automated Clearinghouse Association (NACHA) and Financial Service Provider member organizations. Where submitting Charges over the ACH network, you are required to comply with the Network Rules for use of the ACH network on NACHA’s web site ( https://www.nacha.org/rules). NACHA may amend the Network Rules at any time, and we may amend this Agreement or make changes to the Payment Service as necessary to comply with the Network Rules.
You understand and accept your role as the Originator (as defined in the NACHA Network Rules). You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH network. Such consent must be in a form and manner that complies with the Network Rules and the Documentation for ACH transactions. As with other Payment Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by US law. You also agree to maintain the security and integrity of all information you collect as part of an ACH Transaction.
Any Disputes or unauthorized Charges using the ACH network may result in your inability to accept ACH payments.
Transfers and Transfer Schedule
Transfers For Your Payout Account: Transfers may be initiated by you to or from your PaidYET Account to or from the account with a Financial Services Provider that you designate in the Dashboard (the “Payout Account”). A Positive balance in your PaidYET Account will result in a Transfer to your Payout Account and negative balance in your PaidYET Account will result in a Transfer from your Payout Account. All Transfers to your Payout Account will exclude Fees, Fines, and amounts owed to us for any reason. You affirm that you are authorized to initiate Transfers to and from the Payout Account.
The term “Payout Schedule” refers to the time it takes for us to initiate a Transfer Payout Account. PaidYET may require a holding period before making an initial Transfer to the Payout Account. After the initial Transfer, we will credit funds to the Payout Account according to the Payout Schedule; however, please be aware that Financial Services Providers, including the institution holding the Payout Account, may delay Transfers for any reason. We are not responsible for any action taken by the institution holding the Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.
We reserve the right to change the Payout Schedule or to suspend Transfers to you: (i) due to pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event of we suspected or actual suspicious activity; or (iii) where we are required by Laws or court order. We have the right to withhold Transfers to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your PaidYET Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.
Transfers For Recipients: We may offer Payment Services that allow you to send Transfers to others (“Recipient Account”). You agree to appoint PaidYET and SPC as your agent to send Transfers to Recipient Accounts on your behalf. You understand and agree that: (i) we will only pay Recipient Accounts with funds that are available for Transfer; (ii) we may condition any Transfers to Recipient Accounts on verification of the owner’s identity, verification that an owner may legally receive a Transfer, or in any manner or for any other purpose; (iii) you are solely responsible for determining the accuracy and completeness of any instructions you provide us for a Transfer to a Recipient Account; and (iv) unless otherwise agreed upon between you and us, you are solely responsible for any obligations that you contractually or legally owe to an owner of a Recipient Account, including providing payment or forms related to taxes owed by you or a third party. You affirm that: (i) you will not make any Transfers to or on behalf of Prohibited Businesses; and (ii) any information or authorization you provide to us about each Recipient Account is complete and accurate. You agree to not make any claims against us, and to fully reimburse us for any losses we incur that result from your use, or failure to properly use the Payment Services to make Transfers to Recipient Accounts.
Additional Terms: The information required for a Transfer will depend on the the Financial Services Provider holding the Payout Account or Recipient Account. Please make sure that any information about the Payout Accounts or Recipient Accounts that you provide to us is correct and accurate. If you provide us with incorrect information (i) you understand that Transfers may be sent to the wrong account and we may not be able to recover the funds from such incorrect Transfers and (ii) you agree that you are solely responsible for any losses you or third parties incur, you will not make any claims against us related to such erroneous Transfers, and you will fully reimburse us for any losses we incur.
Clearing Funds and Reserves
All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”) with our Financial Services Partners. We will make Transfers to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.
In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to PaidYET, Customers, or others associated with your PaidYET Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers’ activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, and (iii) your PaidYET Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your PaidYET Account, if required to do so by Financial Services Providers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Services, by debiting the Payout Account or another bank account associated with your PaidYET Account, or by requesting funds directly from you.
To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.
Security Interests, Collection, and Set-Off Rights
Security Interests: You grant us a lien and security interest in all funds processed and deposited into all Payout Accounts or any other bank account associated with your PaidYET Account, and in any funds processed using the Payment Services. This means that if you have not paid funds that you owe to us, your Customers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your PaidYET Account. Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC1).
Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our affiliates on demand. Where possible, we will first attempt to collect or set-off balances in your PaidYET Accounts from your use of the Payment Services or from funds that we hold a Reserve. However, we may collect any obligations you owe us under this Agreement from any Payout Account associated with your PaidYET Account or any commonly-owned PaidYET Account by deducting or setting-off the corresponding amounts from the funds owed to you through your use of the Payment Services, or through a direct debit from any Payout Account identified in your PaidYET Account or a commonly-owned PaidYET Account. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost.
In certain circumstances, we may require a personal, parent or other guarantee (a “Guarantee”) from a user’s principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.
Reconciliation and Error Notification
The Dashboard contains details of Charges, Charge history, and other activity on your PaidYET Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Services with your records of Customer Transactions, and for identifying any Transaction errors. You agree to review your PaidYET Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by PaidYET or our Financial Services Providers, and attempt to rectify them by crediting or debiting the Payout Account identified in the Dashboard. Your chance of recovering of funds you have lost due to a Transaction error will be very limited or even impossible if we did not cause the error, or if funds are no longer available in any Payout Account or Recipient Account. We will work with you and our Financial Services Providers to correct a Transaction error in accordance with Network Rules; however, if you fail to communicate a Transaction error to us for our review within 60 days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Financial Services Providers for any amounts associated with the Transaction error.
If you leave any funds dormant in a PaidYET Account and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by Law, we will attempt to provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your PaidYET Account to be abandoned, and will deliver them to the appropriate government authority (such as the Controller’s Office in California).
Section D: Data Usage, Privacy, and Security
Data Usage Overview
Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to PaidYET by you or your Customers, or received or accessed by you through your use of the Services:
“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
“User Data” means information that describes your business and its operations, your products or services, and orders placed by Customers.
“Payment Data” means payment account details, information communicated to or by Financial Services Providers, financial information specifically regulated by Laws and Network Rules, and any other information used with the Payment Services to complete a Transaction.
“PaidYET Data” means details of the API transactions over PaidYET infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from PaidYET or the Services.
The term “Data” used without a modifier means all Personal Data, User Data, Payment Data, and PaidYET Data.
PaidYET processes, analyzes, and manages Data to: (a) provide Services to you, other PaidYET users, and Customers; (b) mitigate fraud, financial loss, or other harm to users and Customers; and (c) analyze and improve our products, systems, and tools. PaidYET provides Data to third-party service providers, including Financial Services Providers and their affiliates, to assist in our providing Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to PaidYET’s use of Data for the purposes and in a manner consistent with this Section D.
Data Protection and Privacy
Confidentiality: PaidYET will maintain User Data in our possession as your confidential information, and will only use such User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. You will maintain any Data you receive through the Services that is not User Data as PaidYET’s confidential information, may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data for marketing purposes unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Network Rules.
You affirm that you are now and will continue to be compliant with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to PaidYET — or allow PaidYET to collect, use, retain, and disclose — any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that PaidYET processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Network Rules, we may delete or disconnect a Customer’s Personal Data from your PaidYET Account when requested to do so by the Customer.
We will comply with our obligations under Law if we become aware that we caused a loss, theft, or breach of a Customer’s Personal Data. We will also notify you and provide you sufficient information regarding the loss, theft or breach to help you mitigate any negative impact on the Customer.
PCI Compliance: If you use Payment Services to accept payment card Transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) and, if applicable to your business, the Payment Application Data Security Standards (PA-DSS) (collectively, the “PCI Standards”). PaidYET provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Payment Services. You can find more information about implementing PaidYET in a manner compliant with the PCI Standards in our Documentation. You will promptly provide us with documentation demonstrating your compliance with the PCI Standards upon our request. If you elect to store, hold and maintain “Account Data”, as defined by the PCI Standards (including Customer card account number or expiration date), you further agree that you will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data; further, you agree to never store any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), data at any time. You can find information about the PCI Standards on the PCI Council’s website ( https://www.pcisecuritystandards.org).
Security and Fraud Controls
PaidYET’s Security: PaidYET is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Network Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to PaidYET with the understanding that any security measures we provide may not be appropriate or adequate for your business, and agree to implement the Security Controls and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your PaidYET Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from our actions.
Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Network Rules when handling or maintaining User Data and Personal Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend transactions on your account or terminate this Agreement.
Security and Fraud Controls: We may provide or suggest Security Controls to you, but we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by PaidYET, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement Security Controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Payout Account, and any other unauthorized use or modification of your PaidYET Account. PaidYET is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or accounts to engage in fraudulent Transactions, unless such losses result from PaidYET’s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.
We may also provide you with subjective Data regarding the possibility or likelihood that a Transaction may be fraudulent that require action or review by you. We may incorporate action or inaction by you into any such subjective scoring when identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data, and for providing inaccurate or incorrect information to us. You are solely responsible for any action or inaction you take based on such Data.
Your Use of Data with PaidYET Apps and Partner Integrations
When using PaidYET, you will have the ability to connect your PaidYET Account with a various partner platforms and other apps. Partner platforms and apps may take certain actions on your behalf and access Data available through your PaidYET Account, including some User Data. By using PaidYET you authorize PaidYET to share Data with any Partner or App that you connect with your PaidYET Account through the Dashboard or the API. You also understand that at any point you may disallow any such sharing by partner platforms or apps from your PaidYET Account. You waive your right to bring any claims against PaidYET for losses you incur that arise from any actions or use of Data by any Platform or App connected to your PaidYET Account, and you will fully reimburse us for any losses we incur that result from your actions or use of such Data by any Platform or App.
Transfer of Payment Data upon Termination
For 30 days after termination of your PaidYET Account, you may request in writing that we transfer Payment Data regarding transactions between you and Customers that you are entitled to receive (“Exportable Data”) to an alternative payment services provider consistent with applicable Laws. For payment card transactions, PaidYET will only transfer Exportable Data to another PCI-DSS Level 1-certified payment services provider. For other payment methods, PaidYET may require you to provide us with evidence that the alternative payment services provider you select has appropriate systems and security controls before we migrate any Exportable Data. We will use commercially reasonable efforts to transfer Exportable Data within 10 business days after we receive your written request. We may delay or refuse any transfer request if we believe the payment services provider you have identified does not have systems or security controls in place that are sufficient to protect Exportable Data, that the integrity of Exportable Data may be compromised, or if Laws or Network Rules prohibit us from transferring it.
Section E: Additional Legal Terms
Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Service by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Service, APIs, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement.
You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your PaidYET Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. PaidYET may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.
Right to Audit
If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities. The auditor will issue a report to us and our Financial Services Providers.
No Agency; Third-Party Services
Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Financial Services Provider. Each party to this Agreement, and each Financial Services Provider, is an independent contractor. Unless a Financial Services Provider expressly agrees, neither you nor we have the ability to bind a Financial Services Provider to any contract or obligation, and neither party will represent that you or we have such an ability.
Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Reversals, or Returns under this Agreement.
Your Liability For Third-Party Claims Against Us
You agree to defend PaidYET, our affiliates, and their respective employees, agents, and service providers (each a “PaidYET Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a PaidYET Entity, and you agree to fully reimburse the PaidYET Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Reversals, Returns, or any other liability we incur that results from your use of Payment Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.
Important Note for Sole Proprietors: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.
Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Service and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfill all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.
WE PROVIDE THE SERVICES AND PAIDYET IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY PAIDYET OR OBTAINED BY YOU FROM OR THROUGH THE SERVICE — WHETHER FROM PAIDYET OR ANOTHER PAIDYET ENTITY, AND WHETHER OR ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A PAIDYET ENTITY TO YOU.
YOU AFFIRM THAT NO PAIDYET ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO, OR WILL COMPLETE ANY TRANSACTION.
THE PAIDYET ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT PAIDYET WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, APIS, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICE IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE PAIDYET ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.
Limitation of Liability
Under no circumstances will any PaidYET Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Service, the unavailability of the Service, lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the PaidYET Entities have been advised of the possibility of such damages. The PaidYET Entities are not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Service, your PaidYET Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The PaidYET Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Service inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the PaidYET Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to PaidYET during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
We provide the Services from facilities in the United States. However, we do not claim, and we cannot guarantee that Services we provide from the United States are or will be appropriate or available, or comply with the Laws of any other location or jurisdiction, or with Laws governing export, import, or foreign use.
Responding to Legal Process
Dispute Resolution; Agreement to Arbitrate
Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Central District of California), will be determined by arbitration in Los Angeles, California before a single arbitrator. The arbitration will be administered by an assignee designated by PaidYET. For claims greater than $250,000, respective Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply. For claims less than or equal to $250,000, respective Arbitration Rules in effect at the time the arbitration is commenced will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Agreement.
Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.
Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making their determination, the arbitrators will not have the authority to modify any term or provision of this Agreement. The arbitrators will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrators will be final and binding on the parties, and will not be subject to appeal or review.
Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset.
Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and arbitrators will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and PaidYET for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and PaidYET, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including but not limited to Sections A.3 (“Your Relationship with Your Customers”), A.6 (“Taxes and Other Expenses”), A.7 (“Service Limitations, Prohibited Activities, and Security Controls”), A.8 (“Suspicion of Unauthorized or Illegal Use”), A.9 (“Disclosures and Notices; Electronic Signature Consent”), A.10.b (“Effects of Termination”), B.2 (“Ownership of PaidYET IP”), C.6 (“Specific Payment Methods”), C.7 (“Transfers and Transfer Schedule”), C.8 (“Clearing Funds and Reserves”), C.9 (“Security Interests, Collection, and Set-Off Rights”), C.10 (“Reconciliation and Error Notification”), C.11 (“Dormant Accounts”), D.3 (“Security and Fraud Controls”), D.4 (“Your Use of Data with PaidYET Connect and PaidYET Relay”), D.5 (“Transfer of Payment Data upon Termination”), E.4 (“No Agency; Third-Party Services”), E.5 (“Force Majeure”), E.6 (“Your Liability for Third-Party Claims Against Us”), E.7 (“Representations and Warranties”), E.8 (“No Warranties”), E.9 (“Limitation of Liability”), E.10 (“Responding to Legal Process”), E.11 (“Dispute Resolution; Agreement to Arbitrate”), E.12 (“Entire Agreement”), and E.13 (“Survival”); and any related terms in the Payment Terms and Financial Services Terms.
Last Updated: February 23, 2017
The following categories of businesses and business practices are prohibited from using the PaidYET Service (“Prohibited Businesses”). Prohibited Business categories may be imposed through Network Rules or the requirements of our Financial Services Providers. The types of businesses listed in the right column are representative, but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us.
By registering with us, you are confirming that you will not use the Service to accept payments in connection with the following businesses, business activities or business practices.
Financial and professional services
Investment & credit services
Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; lending instruments
Money and legal services
Money transmitters, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use PaidYET to hold client funds, collection or settlement amounts, disputed funds, etc.)
Virtual currency or stored value
Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value or credits maintained, accepted and issued by anyone other than the seller
IP Infringement, regulated or illegal products and services
Intellectual property or proprietary rights infringement
Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of PaidYET intellectual property without express consent from PaidYET; use of the PaidYET name or logo including use of PaidYET trade or service marks inconsistent with the PaidYET Marks Usage Agreement, or in a manner that otherwise harms PaidYET or the PaidYET brand; any action that implies an untrue endorsement by or affiliation with PaidYET
Counterfeit or unauthorized goods
Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
Regulated products and services
Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis
Adult content and services
Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features
Unfair, predatory, or deceptive practices
Get rich quick schemes
Investment opportunities or other services that promise high rewards
Mug shot publication or pay-to-remove sites
Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm
Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
Products or services that are otherwise prohibited by our financial partners
Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds
Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
High risk businesses
Bankruptcy lawyers; virtual computer support; psychic services; prepaid phone cards, phone services, and cell phones; outbound telemarketing, telecommunications equipment and telephone sales; drop shipping; international travel clubs, airlines, cruises, and timeshares; forwarding brokers; negative response marketing; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
Pyramid schemes, network marketing, and referral or affiliate marketing programs that do not follow legal boundaries (OFAC and KYC) or use signup bonus marketing (bonuses based on signups, not sales).
Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body. This includes Internet pharmacies and Internet pharmacy referral sites.
Social media activity
Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity
Substances designed to mimic illegal drugs
Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
Video game or virtual world credits
Sale of in-game currency unless the merchant is the operator of the virtual world
Use of PaidYET in a manner inconsistent with its intended use or as expressly prohibited in the Terms of Service
Processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment cross-sell product or service
If you have any questions about supported businesses, don’t hesitate to contact us.
Financial Services Terms
Last Updated: February 23, 2017
This Bank Addendum (“Bank Addendum”) to the PaidYET Services Agreement (“Agreement”) provides additional terms applicable to the Payment Services. Any terms used but not defined in this Bank Addendum will have the meaning provided in the Agreement.
This Bank Addendum constitutes a legal agreement between you and Bank and PaidYET where applicable (collectively, “Bank”). In order to use the Payment Services provided through your Agreement with PaidYET, you understand that PaidYET or Bank may enforce any provisions of the Agreement that relate to your use of Payment Services provided in conjunction with Bank. PaidYET or Bank may also terminate this Bank Addendum at any time, which may limit or terminate your ability to use Payment Services.
You must accept all of the terms and conditions of this Addendum to use Services provided by PaidYET. If you do not accept them, you may not use these Payment Services.
Purpose of this Addendum
When your customer pays you through PaidYET, they have the option of paying you through a funding source offered on the PaidYET website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”), MasterCard International Incorporated (“MasterCard”), and Discover Financial Services, LLC (“Discover”) (collectively the “Networks”) require that you enter into a direct contractual relationship with a bank that is a member of the Networks. However, by using Payment Services you are not establishing a depository or other account with Bank.
Bank is not responsible for the provision of any Services by PaidYET or your use of the Services for your business. Bank is also not responsible for providing customer service to you to resolve any issues you may have related to your use of the Services; however, as described in Section 12, you may contact Bank in the event that you are unable to resolve any complaints directly with PaidYET. You are solely responsible for providing support to your Customers for all issues related to your products and services.
Compliance with Network Rules
Where you use the Payment Services to accept Charges from payment cards, you will comply with the Network Rules and limitations on use identified in Agreement, including the Network Rules applicable to acceptance of MasterCard, Discover and Visa branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposit). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of this Bank Addendum. Without limiting the foregoing, you specifically agree to:
Only submit transactions authorized by the cardholder;
Only accept payment for the sale of products or services, and receipt of bona fide donations, and not for any Prohibited Business;
Submit a transaction for the full amount of owed by the Customer for the transaction except where you and the Customer agree on a partial shipment (such as receiving a portion of an order), or where the transaction qualifies for delayed delivery or special order deposits (such as paying for a deposit on a custom-built product);
Not establish minimum or maximum amounts (except as permitted by the Network Rules), or condition Charges for use of payment cards, and not discourage the use of one payment card brand over another;
Not impose surcharges or taxes (except where permitted by Law) and, where so done, you will only collect such amounts as part of the submitted Charge;
Use Networks’ logos or marks in a manner permitted by the Network Rules;
Prohibit use of payment cards for disbursement of cash (except as permitted by the Network Rules);
Comply with the security obligations identified in the Agreement, including compliance with PCI-DSS and only using cardholder data as permitted, and will certify such compliance upon request, and not permit or promote fraudulent use of payment cards or cardholder data;
Make clear to Customers that they are transacting with you prior to, during, and after the transaction, including providing clear statement descriptors;
Use all reasonable methods to resolve disputes with your customers, including those resulting a chargeback, and not attempt to recharge a customer for the transaction unless authorized by the Customer; and
Provide clear refund and exchange language that is consistent with Laws and the Network Rules.
Authorization for Handling of Funds
You authorize PaidYET to initiate holds, receipts, and disbursements of funds on your behalf upon settlement of Charges from the payment card networks. You also authorize PaidYET to instruct Bank on how and when such Transfers should be made. Settlement funds will be held in comingled accounts pending disbursement of the funds to you in accordance with the terms of the Agreement, including this Bank Addendum. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Bank pending prior to distribution to the account you designated in your PaidYET Account, that you have no right to direct Bank to distribute settlement funds, and that you may not assign any interest in any funds held at Bank. Bank may periodically make information available to you through PaidYET regarding anticipated funds settlement from the other Financial Services Providers (such as the payment card networks). This settlement information does not constitute a deposit or other obligation by PaidYET or Bank to you. Any settlement information communicated to you is for reporting and informational purposes only. You are not entitled to and have no ownership or other rights in such funds until they are credited to the account you identified to PaidYET. Any authorizations set forth in this Bank Addendum will remain in full force and effect until your PaidYET Account is closed or terminated.
Sharing of Data
You authorize PaidYET to provide any Data, including User Data or Payment Data, to Bank to (i) provide the services described in this Bank Addendum to you, (ii) comply with its legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that you are legally permitted to transact and receive funds. Where required to comply with our legal, payment network, or regulatory obligations, Bank may provide any Data to law enforcement, payment networks or regulators (as the case may be).
You agree that you will not (i) use the Payment Data for any purpose other than to support Payment Services, (ii) use the Payment Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Payment Data to anyone other than Bank, Visa, Discover or MasterCard (as applicable); or in response to a government request. Further, you agree that you will at all times comply with the Payment Card Industry Standards (“PCI Standards” including, without limitation, PCI-DSS) with respect to Payment Data and will indemnify and hold Bank harmless for any violation or breach of the PCI Standards, including but not limited to, any fines, fees or assessments by any Networks imposed upon you, Bank, or PaidYET.
Term and Termination
This Bank Addendum shall have the same effective date as the Agreement and shall continue so long as you use the Payment Services. This Bank Addendum will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the Payment Services and/or this Bank Addendum may be terminated at any time by Bank upon notice to you.
Representations and Warranties
In addition to the representations and warranties made in the Agreement, you represent and warrant to Bank and PaidYET that you (a) are legally able to enter into this Bank Addendum, (b) you will not use the Payment Services, directly or indirectly, for any fraudulent or illegal undertaking; and (c) you will only use the Payment Services in a manner consistent with the Agreement, including this Bank Addendum, the Documentation, and the Network Rules.
Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Bank, and their respective employees, directors, agents, and affiliates (collectively “Bank Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of the Agreement or this Bank Addendum; (b) your use of the Payment Services; (c) your obligations to pay fees or fines to PaidYET, your Customers, Financial Services Providers, or third parties; (d) negligence or willful misconduct of your employees, contractors, or agents; and (e) all third-party indemnity obligations Bank incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).
Disclaimer of Warranties
ANY SERVICES DESCRIBED IN THIS BANK ADDENDUM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL DISCLAIMERS OF WARRANTIES PROVIDED IN THE AGREEMENT WILL APPLY EQUALLY TO BANK ENTITIES AS THEY DO TO PAIDYET. BANK ENTITIES (a) ARE NOT RESPONSIBLE FOR YOUR OR PAIDYET’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND (b) DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, PAIDYET, OR ANY THIRD PARTY.
Limitations on Liability
In no event will Bank be liable for any lost profits, lost revenue, lost business opportunity, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Agreement, including this Bank Addendum, or the services described in either, including without limitation the use of, inability to use, or unavailability of services provided by PaidYET. Under no circumstances will any of the Bank be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the service or your PaidYET Account or the Data contained therein, or your failure to use or implement security, controls, or processes that are appropriate for your business.
Bank assume no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (b) any misuse of Services or Data; (c) any interruption or cessation of transmission to or from the Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, or omissions in services or Data, or any loss or damage resulting therefrom, regardless of the manner of transmission; or (f) defamatory, offensive, or illegal conduct of any third party.
Without limiting anything to the contrary, the Bank cumulative liability to you is limited to direct damages and in all events will not exceed in the aggregate amounts actually received by Bank (including any fees paid to Bank) for providing services to you during the three (3) month period immediately preceding the event that gives rise to the claim for liability.
This limitation of liability section applies regardless of the legal theory that the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if PaidYET or Bank has been advised of the possibility of such damage.
The foregoing will apply to the fullest extent permitted by law in the applicable jurisdiction.
United States Only Services
You may not use any services offered by Bank from, or on behalf of persons or (a) in a country embargoed by the United States or (b) blocked or denied by the United States government. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., as may be amended from time to time, or those involving any Person listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control (“OFAC”) or in connection with illegal activity of any kind. Unless otherwise explicitly stated, Services are solely for use by individuals, companies, or other located (as defined under applicable law and Network rules) in the United States.
All disputes under this Bank Addendum are subject to the applicable provisions of the Agreement.
The failure of Bank to assert any of its rights under this Bank Addendum, shall not be deemed to constitute a waiver by Bank of its rights to enforce each and every provision of this Bank Addendum in accordance with its terms.
Card Network Compliance and Disclosure
You may contact Bank by email, firstname.lastname@example.org.
Important Bank Disclosures: Bank discloses that (i) it is the only entity approved to extend acceptance of Visa, Discover and MasterCard products directly to you under this Bank Addendum; (ii) it must be a principal to this Bank Addendum; (iii) it is responsible for educating you on pertinent Visa, Discover and MasterCard rules with which you must comply, but this information may be provided to you by PaidYET; (iv) subject to this Bank Addendum, it is responsible for and must provide settlement funds to you; and (v) it is responsible for all funds held in reserve that are derived from settlement prior to funding you.
Your Responsibilities: You agree that, at all times throughout the term of this Bank Addendum, you will (i) comply with data security and storage obligations in using and maintaining Payment Data; (ii) maintain fraud and chargebacks rates acceptable under the Network Rules; (iii) review and understand the terms of this Bank Addendum; and (iv) comply with Network Rules, including but not limited to those provided by Visa, Discover and MasterCard.