Aggregation

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; payment facilitation

Drug paraphernalia

Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs

High risk businesses

Bankruptcy lawyers; remote technical support; psychic services; essay mills; chain letters; door-to-door sales; medical benefit packages; telemedicine and telehealth services; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming and interference devices; prepaid phone cards, phone services; telemarketing, offering substantial rebates or special incentives as an inducement to purchase products or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing; subscriptions over one year; extended warranties; government grants; embassy, foreign consulate, or other foreign governments; charities without proper registration; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that Company believes poses elevated financial risk, legal liability, or violates card network or bank policies; any business or organization that a. engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic

Multi-level marketing

Pyramid schemes and multi-level marketing

Pseudo pharmaceuticals

Nutraceuticals, pseudo-pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body

Social media activity

Sale of Twitter/X followers, Facebook likes, YouTube views, and other forms of social media activity and online traffic

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 or game items, unless the merchant is the operator of the virtual world

Use of the Payment Services in a manner inconsistent with its intended use or as expressly prohibited in the Payment Services Service Agreement

Use of the Payment Services principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; cross-border acquiring; sharing cardholder information with another merchant for payment cross-sell product or service

6. Payment Methods. The Company Payments Platform offers a variety of payment method options to you pursuant to the rules and terms of the respective payment method provider. You acknowledge that you are solely responsible for any and all disputes, reversals or chargebacks with any payment method provider. Company may add or remove payment methods from the service in our sole discretion without notice to you.

7. Audit Right. If Company has reason to believe that there has been a breach or compromise of data, Company reserves the right, in our sole discretion, to require that you have a third party audit your facility, records and systems to ensure that you are abiding by these Payment Terms, the Payment Processor Terms, the Payment Network Rules, and/or PCI-DSS and PA-DSS Rules. Such audit would be at your expense and the auditor would be subject to our approval. Company may provide the results of this Audit to any relevant third party.

8. Payment Network Rules. The various payment networks have established guidelines, bylaws, rules, and regulations referred to herein as the “Payment Network Rules.” You are required to comply with all applicable Payment Network Rules. The rules for Visa, MasterCard and American Express are available at the following links: Visa, MasterCard and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to Company or to you. If there is a conflict with these Payment Terms and the Payment Network Rules, the Payment Network Rules shall control.

9. Registration, Verification and Underwriting. You may register for the Company Payment Platform by going through the payment application process. Your registration is effective only if you have completed the application in full and provided all information necessary for Company to verify your identity as either an individual or entity. Company may require you to provide any additional information that Company deems necessary, in our sole discretion, to verify your identity. Your failure to provide any requested information in a timely manner may result in our termination of Services. Company may hold any processed funds while your identification verification is pending. By accepting these Payment Terms, you expressly grant Company authorization to share this information with the Payment Processor and to retrieve any relevant information about you from the credit bureaus and other information providers.

You agree to keep the information in your Company Payments account current. You must promptly update your account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. Company may suspend your account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify Company in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); 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, lien or levy against 25% or more of your total assets.

10. Payout Account. The Payment Processor will settle funds with you in your “Payout Account” as defined in the Payment Processor Terms.

11. Company Payments Fees and Fines. Fees associated with Payments include: eCommerce - Card Not Present Transactions Processing Fee: 2.9% + $0.30 Per transaction, Chargeback/Dispute Processing Fee: $25 Chargeback / Dispute, and Payout Fee: 0.15% Per Payout, 2% Per Instant Payout. Processing Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transaction. If these amounts are not sufficient to meet your obligations to Company, Company may charge the payment method associated with your Payments Account for any amounts owed to Company. Company may assess additional fees for payouts to your account, payment disputes, chargebacks and/or inquiries. If your account does not have the funds to cover these fees, Company may charge the payment method associated with your Payments Account for these amounts. Your failure to fully pay amounts that you owe Company on demand will be a breach of this Agreement.

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Payments account levied by the Payment Processor or otherwise.

12. Transactions, Reversals, Chargebacks and Disputes. You may only process transactions that are authorized by your Customers. To enable Company to process transactions for you, you authorize and direct Company, our affiliates, the Payment Networks and the card issuing banks to receive and settle any payment processing proceeds owed to you through the payment processing services. You may not grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Payout Account.

You are immediately responsible for, and must immediately reimburse Company, for all disputes, refunds, reversals, returns, chargebacks or fines regardless of the reason or timing. Company may decline to act upon a refund instruction, or delay execution of the instruction, if: (i) it would cause your account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where Company otherwise believes that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the charge that is the subject of the refund instruction).

In most cases, you may have the ability to challenge a dispute by submitting evidence through the Payment Processor dashboard. Company may request additional information to assist you in contesting the Dispute, but Company cannot guarantee that your challenge will be successful. You acknowledge that your failure to provide Company with complete and accurate information in a timely manner may result in an irreversible chargeback being assessed. Your challenge may be denied for any reason that the Payment Networks or card issuing banks deem appropriate. Where a challenge is entirely or partially successful, your account will, subject to our exercise of our rights under Sections 10 and 11, be credited with the funds associated with the charge that is the subject of the dispute (or a portion thereof). You may not submit a new charge which duplicates a transaction that is subject to a dispute.

You are liable for all losses you incur for chargebacks, disputes, refunds, or when lost or stolen payment credentials or accounts are used to purchase products or services from you. Company 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.

If the cardholder’s issuing bank or the Payment Network does not resolve a dispute in your favor, Company may recover the chargeback amount and any associated fees from you as described in this Agreement.

Company reserves the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.

13. Security Interest, Set-Off and Personal Guarantee. As security for performance of your obligations under this Agreement, you grant Company a first priority lien and security interest on all funds processed pursuant to this Agreement, including funds deposited into your Payout Accounts, and any other bank accounts associated with your Company Payments Account, and in any funds processed using the payment processing services. These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between Company and you, including, without limitation, your obligation to pay any amounts due and owing to Company. You will execute, deliver and pay the fees for any documents Company requests to create, perfect, maintain, and enforce this security interest (such as the filing of a form UCC-1).

Company may collect any amounts you owe Company under this Agreement by deducting or setting off amounts from your Payout Accounts, withholding any processing related funds, or deducting from any account that Company determines is logically associated with you Company Payments account.

In some cases, Company may require that one of the beneficial owners of the business enter into a personal guarantee in order to begin or continue using the Services. If Company requires a personal guarantee, Company will notify you of the request in writing.

14. Reserve Account. Company may, in our sole discretion, hold back your funds in a reserve account “the “Reserve Account”) to cover potential losses from chargebacks, refunds, reversals, disputes, inquiries and other payment related issues. Company reserves the right to set the terms under which any funds are reserved and any conditions of the release of such funds in our sole discretion. Company may fund the Reserve Account with funds normally due to you from processing, with funds from your Payout Account, or by requesting you to provide additional funds. You are not entitled to any interest in any funds held in a Reserve Account. You have no legal interest in such account, and may not direct that account.

15. Instant Payouts. Accounts that have been processing with Payments for more than six months may request instant payouts. Instant payouts allow you to receive same day, or in some circumstances, next day payouts from your processing activities. Company will determine, in its sole discretion, whether or not to approve instant payouts based on a number of factors including, but not limited to, your processing history, your accounts chargeback/dispute history, your account’s refund history, and other factors. Company may reject your request for instant payouts for any reason. Company may also revoke your right to instant payouts at any time, for any reason, without notice to you. The fee for instant payouts is outlined in the processing fee schedule located in section 11 of these terms.

16. Representations. You personally represent and warrant that (a) you will not use the Payment Platform for personal, family or household purposes, for peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (b) you will not use the Services, directly or indirectly, for any Prohibited business, fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services. You further represent that you have the right to use all personal information and intellectual property, including, but not limited to copyrighted materials and trademarks, supplied to Company for use in conjunction with the Services.

17. Indemnification. You agree to indemnify, defend, and hold Company harmless from any and all liability, claims, damages, and settlements due to any third party claims or causes of action, (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to any (a) illegal or unauthorized use of the Services, or (b) noncompliance or breach of any of these Payment Terms by you or any third party (authorized, permitted or enabled by You). This indemnification includes, but is not limited to, any actions, including actions alleging or related to: infringement of any intellectual property (including trademark, patent and copyright actions), defamation, false or misleading advertising, end user personal or financial data, applicable privacy laws, PCI compliance, Licensee’s order processing, billing, fulfillment, shipment, collection, or actions related or associated with any products or services offered, sold, or licensed through Licensee’s website. If Licensee is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Licensee waives any claims it may have against Company arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless Company against any and all Claims that are related to or arise from failure to comply with HIPAA requirements. To the extent that Company becomes liable for any of the disputes between you and the Payment Processor (including, but not limited to, chargebacks, refunds, reversals, returns and fines), you agree to indemnify and hold Company harmless from and against any and all such liabilities.