Accept updated terms of service

Review and accept the updated Terms of Service Agreement. These terms outline important details about your use of our services and features. Your acknowledgment at the bottom is required to proceed.

BANK OF TRAVELERS REST
Small Business Payments Terms of Service

This Small Business Payments Terms of Service document (hereinafter “Agreement”) is a contract between the Business that owns the Primary Deposit Account (hereinafter “you”) and BANK OF TRAVELERS REST (hereinafter “we”, “us” or “our”) in connection with the Small Business Payments Service (as defined below) offered through our online banking site or mobile applications (the “Site”). This Agreement applies to your use of the Small Business Payments Service and the portion of the Site through which the Small Business Payments Service is offered.

"Business" means any non-consumer United States-based person or entity with a Deposit Account that utilizes the Small Business Payments Service.

"Deposit Account" means a checking or money market account that you hold with us that is eligible for the Small Business Payments Service. Deposit Account includes the Primary Deposit Account.

"Eligible Transaction Account" is (i) the Primary Deposit Account, (ii) any other eligible Deposit Account held with us, and (iii) any eligible credit card account.

"Primary Deposit Account" means the Deposit Account that the Business hold with us that is eligible for the Small Business Payments Service and from which your bill payments may be debited, your Service fees, if any, will be automatically debited, and to which payments and credits to you will be credited.

2. Overview of Small Business Payments Service.

 The small business payments service (the “Small Business Payment Service” or “Service”) enables the following capabilities:

The “Payables Services” permit you to initiate and authorize payments from your Eligible Transaction Accounts to Billers that you have selected in advance to receive payments through the Service. “Biller” is the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills, as the case may be.

b. Receivables Service. 

The “Receivables Services” permit you to invoice, send payment requests to, and receive payments from your customers (“SMB Customer”).

c. Package Types.

Your initial Package Type will be enabled at enrollment and may be modified by you through the Site. After enrollment, you will be able to choose between the following package types within the Service:

ii. The “Pro Package Package” includes (A) the designated number of Users for the “Pro Package Package” as described on the Site, including at least one primary User (“Level 1 User”) for your Business; (B) the designated number of Payables Services standard delivery transactions per month as described on the Site; (C) the ability to add additional Users up to the designated number of Users for the “Pro Package Package” described on the Site; and (D) the ability to manage approval workflow.

Additional Users beyond the designated number of Users referenced above may only be added with the Pro Package Package and subject to the fees set forth in the Fee Schedule.

“User” means all users of the Service, including any employee(s) or agent(s) that you authorize as an individual to have full rights to conduct the activities outlined in Section 3(b) (Users; Passwords and Security) below on your behalf. Users may include additional Level 1 Users.

d. Enrollment.

The Service will be made available to Businesses that have been approved for enrollment through the Site. At enrollment, your Deposit Account(s) and, if applicable, eligible credit card(s), will be configured for use with the Payables Services. We may designate any of our BANK OF TRAVELERS REST issued credit cards available for use by you within the Payables Services at enrollment. We may allow you to register third party-issued credit cards within the Site after enrollment.

3. Eligibility; Users.

a. Eligibility. 

The Small Business Payments Service is offered only to domestic Businesses with a physical address located within the United States. If an Eligible Transaction Account is owned by more than one person, or has more than one User, each person individually may provide us with instructions, make any decision, obtain any information or make any request associated with the Eligible Transaction Account and related Small Business Payments Service, to the extent allowed by agreements covering the Eligible Transaction Account. By using the Small Business Payments Service, you represent that you meet these requirements and that you agree to be bound by this Agreement.

b. Users; Password and Security.

You are solely responsible for the actions or inactions of any Users. You are responsible for all payments that any User authorizes using the Small Business Payments Service. If you permit other persons to use the Small Business Payments or your password or other means to access your account, you are responsible for any transactions they authorize.

You represent and warrant that you have taken all internal actions necessary to ensure that the Users are duly authorized under the terms of the corporate bylaws, partnership agreement, or other internal documents that might govern the appointment of the Users to do the following on your behalf:

i. Access your account(s) and any information related to your account(s) with us,

ii. Establish and change your Billing Account and/or Eligible Transaction Account,

iii. Access the Small Business Payments Service and any information related to the Small Business Payments Service,

iv. Engage in any transactions permissible through the Small Business Payments Service,

v. Provide the Service information for a bill payment to be made to the Biller (such as, but not limited to, Biller name, Biller account number, and Scheduled Payment Date) (“Payment Instructions”)

vi. Initiate any payments or other transactions under the terms of this Agreement,

vii. Establish and change your Billers (including adding new Billers, deleting existing Billers and/or editing the information regarding existing Billers).

If you or any User are issued or create any password or other credentials to access the Small Business Payments Service or the portion of the Site through which the Small Business Payments Service is offered, you agree that you shall not, and your Users shall not, give or make available such password or credentials to any unauthorized individuals, and you both agree to be responsible for all actions taken by anyone to whom you have provided such credentials. If you or any User believe that your credentials have been lost or stolen or that someone may attempt to use them to access the Site or Small Business Payments Service without your consent, you must inform us at once at the telephone number provided in Section 14(a) (Notices to Us Regarding the Small Business Payments Service) above. See also Section 14(a) (Notices to Us Regarding the Small Business Payments Service) regarding how the timeliness of your notice impacts your liability for unauthorized transfers.

c. Address or Banking Changes.

It is your sole responsibility and you agree to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, physical address, phone numbers and email addresses. Changes may be able to be made within the user interface of the Small Business Payments Service or by contacting customer care for the Small Business Payments Service as set forth in Section 14(a) (Notices to Us Regarding the Small Business Payments Service) above. We are not responsible for any payment processing errors or fees incurred if you do not provide accurate Eligible Transaction Account, Payment Instructions or contact information.

4. Payables Services.

a. Payment Methods and Amounts.

i. The Service enables you to transmit payments from your Eligible Transaction Accounts. We or our Service Provider reserve the right to select the method in which to remit funds on your behalf though the Service, and in the event that your Eligible Transaction Account is closed or otherwise unavailable to us the method to return funds to you. These payment methods may include, but may not be limited to, the Automated Clearing House Network; the FedNow Service; RTP network; other electronic payment processing networks; direct Payee transfer; NOW Network remittance; push-to-card; virtual card remittance; or paper checks drawn on a corporate account of our Service Provider. Single-use virtual cards provide a fast and secure way for your payment to be delivered. Please note in the event your payment is processed using a virtual card, you will not recognize the payment method and/or card numbers on any payment confirmation communication you may receive from your Biller.

ii. There are limits on the amount of money you can send through our Service. Your limits may be adjusted from time-to-time in our sole discretion.

iii. All payment method usage associated to payments submitted via the Service are subject to existing terms for your payment method, including any relevant credit or transactional limits, credit and interest terms, and any rewards programs.

iv. When you add an eligible payment method, you agree to the following:

B. You authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Service, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;

C. You acknowledge that transactions initiated from your payment method must comply with laws in all applicable jurisdictions;

D. Your authorization will remain in effect until not later than thirty (30) days after we receive written notice from you of your desire to cancel; and

E. You will not use the Services for personal, family, or household purposes.

v. Restrictions on Payment Methods.

To prevent fraud and comply with legal obligations, we and our Service Providers may ask for additional information from you and from third parties. We and our Service Providers may put your payment or your payment method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We and our Service Providers reserve the right to limit or refuse your use of a particular payment method for any reason in our sole discretion. We and our Service Providers may impose limitations on the size, frequency, and timing of payments. We and our Service Providers may decline to make payments or otherwise deny you use of the Services, and we may decline to explain why.

b. Payment Scheduling.

“Scheduled Payment Date” is the day you want your Biller to receive your bill payment, unless the Scheduled Payment Date falls on a non-Business Day in which case it will be considered to be the previous Business Day. The earliest possible Scheduled Payment Date for each Biller will be designated within the portion of the Site through which the Service is offered when you are scheduling the payment. Therefore, the Service will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling a payment you must select a Scheduled Payment Date that is no later than the actual date reflected on your Biller statement for which the payment is due, not the late payment date or the date beginning or a date during any grace period (“Due Date”) reflected on your Biller statement unless the Due Date falls on a non-Business Day. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period. Depending on the Scheduled Payment Date, your Eligible Transaction Account will either be debited immediately after scheduling your payment or up to five (5) Business Days prior to the Scheduled Payment Date. The specific timing of the debit to your Eligible Transaction Account will be disclosed in the user interface for the Service. “Business Day” is every Monday through Friday, excluding Federal Reserve holidays or other days that banks are legally closed.

c. Satisfactory Goods or Services.

By submitting your payment for processing through the Service, you agree that (i) the goods or services provided by your Biller in exchange for the payment (minus fees) have already been rendered to your satisfaction; and (ii) you shall resolve any non-performance concerns or disputes directly with the Biller. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by us in exchange for your payment of fees.

d. Payment Review.

i. Review.

At any time post submission, your Payment Instruction may be subject to review, which serves to better understand the nature of and reason for your payment. During this review process and for any reason, we or our Service Providers may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Biller, your business, a bill, payment history, and other relevant circumstances and factors.

ii. Cooperation.

You acknowledge that our ability to efficiently and effectively review your payment is reliant upon your cooperation, and you absolve us and our Service Providers from any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.

iii. Result of Payment Review.

Depending on the results of this review, we may clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. We also reserve the right to cancel any payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original payment method, or if necessary, via other means.

e. Faster Payments.

We may make available to you and approved Billers a service that enables you and/or such Billers, to request that certain eligible payments be delivered more quickly via Same-Day ACH, real-time payments, push to card payments, and expedited mailing of checks (“Faster Payments”). Faster Payments may be subject to an additional fee which will be displayed to you and/or Biller, as applicable through the Service at the time you and/or the Biller requests a Faster Payment. In connection with Faster Payments, you or Billers, as applicable, remain responsible to us for chargebacks, clawbacks and ACH returns pursuant to Sections 4(l)(ii) and 5(d). Please note that we may disable the Faster Payments service for any payment at any time at our discretion based on eligibility requirements, and we will not charge you a fee if we do so. We do not guarantee the availability of the Faster Payment service, and we may make changes to the service or discontinue it at any time. You acknowledge and agree that real-time payments are processed immediately once initiated, and therefore may not be canceled, reversed, refunded or edited.

f. The Small Business Payments Service Guarantee.

Due to circumstances beyond the control of the Small Business Payments Service, particularly delays in handling and posting payments by Billers or financial institutions, some transactions may take longer to be credited to your account. The Small Business Payments Service will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the Section 4(b) (Payment Scheduling) above.

g. Payment Authorization and Payment Remittance. 

You represent and warrant that you or your Users are acting with full authority for the applying entity, and that you are duly authorized to execute this Agreement on behalf of the applying entity. By providing the Service with names and account information of Billers to whom you wish to direct payments, you authorize the Service to follow the Payment Instructions that it receives through the Site. In order to process payments more efficiently and effectively, the Service may edit or alter payment data or data formats in accordance with Biller directives.

When the Service receives a Payment Instruction, you authorize the Service to debit your Eligible Transaction Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize the Service to credit your Eligible Transaction Account for payments returned to the Service by the United States Postal Service or Biller, or payments remitted to you on behalf of another User of the Service.

The Service will attempt to make all your payments properly. However, the Service shall incur no liability and any Small Business Payments Service Guarantee (as described in Section 4(f) above) shall be void if the Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:

i. If, through no fault of the Service, your Eligible Transaction Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;

ii. If, through no fault of the Service, your eligible credit card account does not authorize the Payment Instruction;

iii. The payment processing center is not working properly and you know or have been advised by the Service about the malfunction before you execute the transaction;

iv. You have not provided the Service with the correct Eligible Transaction Account information, or the correct name, address, phone number, or account information for the Biller; and/or,

v. Circumstances beyond control of the Service (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Service has taken reasonable precautions to avoid those circumstances.

Provided none of the foregoing exceptions are applicable, if the Service causes an incorrect amount of funds to be removed from your Eligible Transaction Account or causes funds from your Eligible Transaction Account to be directed to a Biller which does not comply with your Payment Instructions, the Service shall be responsible for returning the improperly transferred funds to your Eligible Transaction Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges.

h. Failed or Returned Payment Instructions.

In using the Payables Service, you are requesting that we or our Service Provider attempt to make payments for you from your Eligible Transaction Account. If the Payment Instruction cannot be completed for any reason associated with your Eligible Transaction Account (for example, there are insufficient funds in your Eligible Transaction Account, or the Payment Instruction would exceed the credit or overdraft protection limit of your Eligible Transaction Account, to cover the payment), the Payment Instruction may or may not be completed.

i. Payment Cancellation Requests.

You may cancel or edit any payment that has been scheduled through the Small Business Payments Service but has not begun processing (“Scheduled Payment”) (including recurring payments) by following the directions within the portion of the Site through which the Service is offered. There is no charge for canceling or editing a Scheduled Payment. Once the Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.

j. Stop Payment Requests.

The Service's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact customer care for the Service in the manner set forth in Section 14(a) (Notices to Us Regarding the Payables Service) below. Although the Service will attempt to accommodate your request, the Service will have no liability for failing to do so. The Service may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule.

k. Exception Payments Requests.

Payments to deposit accounts or brokerage accounts, payments to settle securities transactions (including, without limitation, stocks, bonds, securities, futures (forex), options, or an investment interest in any entity or property) (“Exception Payments”) may be scheduled through the Service, however Exception Payments are discouraged and must be scheduled at your own risk. Except as required by applicable law, in no event shall the Service be liable for any claims or damages resulting from your scheduling of Exception Payments. The Small Business Payments Service Guarantee (as described in Section 4(f) above) does not apply to Exception Payments.

l. Credit Card Transactions.

This Section is applicable in the event you use an eligible credit card to make payments through the Payables Services. Credit card bill payments through the Payables Services (“BPSP Transactions”) are provided by Fiserv Solutions, LLC (“Fiserv”), in its capacity as a bill payment service provider (“BPSP”). This Section 4(l) is an agreement between you and the BPSP, and the BPSP is an express third beneficiary of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us. For purposes of this Section 4(l), the BPSP’s processing of BPSP Transactions constitutes Fiserv’s acceptance of these terms.

i. Satisfactory Goods or Services.

By submitting your credit card payment for processing through the Payables Service, you agree and confirm that (A) you accept all risk in connection with the non-performance of the Biller; (B) the goods or services provided by your Biller in exchange for the payment (minus fees) have already been rendered to your satisfaction; and (C) you shall resolve any non-performance concerns or disputes directly with the Biller. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by the BPSP in exchange for your payment of fees.

ii. Card Rules.

You shall only pay BPSP with, and BPSP shall only accept payments from you with, an eligible credit card in accordance with each applicable network rules for your eligible credit card. Additionally, for each BPSP Transaction made through the Payables Services, you confirm that your Biller does not otherwise accept credit card payments for the good or service being paid for.

iii. BPSP Transactions.

The BPSP shall only initiate a transaction to charge your eligible credit card: (i) after you have confirmed that the Biller has shipped the goods, or delivered the goods or services, (ii) following your approval of the payment; and (iii) in accordance with your Payment Instructions. Following BPSP’s receipt of the funds from your BPSP Transaction, the BPSP shall pay each Biller the amount included in your Payment Instruction through the Payables Services. Credit cards may not be used to pay loans, credit cards, mortgages, or other extensions of credit.

iv. Chargebacks.

You agree that your chargeback rights for goods or services not provided by a Biller will not apply to payments processed through the Payables Services (except when the payment was not properly applied to the Biller’s account or if a credit was not processed). You further agree that we and the BPSP may contact your Biller directly to request reimbursement for any payment that has been transmitted to the Biller and for which you have initiated a chargeback.

v. Classifications.

A. Cash Advances.

The BPSP will prepare and submit credit card authorizations as purchases rather than cash advances. However, in some cases where the BPSP has a reason to believe that you and the Biller are the same entity or affiliated entities, your credit card transactions may be treated as a cash advance. If this is the case, the BPSP cannot support such payment. The BPSP will notify you prior to payment submission, and you may switch to a different Eligible Transaction Account or opt out of the submitting the payment altogether.

B. Authorizations.

Treatment of credit card authorizations is managed in the sole discretion of the issuing financial institution. You agree to not to hold the BPSP or us liable for any consequences resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.

m. Bill Delivery and Presentment.

The Service includes a feature that electronically presents you with electronic bills from select Billers. Electronic bills may not be available from all of your Billers. Electronic bills are provided as a convenience only, and you remain solely responsible for contacting your Billers directly if you do not receive their statements. In addition, if you elect to activate one of the Service's electronic bill options, you also agree to the following:

i. Presentation of electronic bills.

You will receive electronic bills from a Biller only if both: (a) you have designated it in the Service as one of your Billers, and (b) the Biller has arranged with our Service Provider to deliver electronic bills. The Service may then present you with electronic bills from that Biller if you affirmatively elect online within the Service to receive electronic bills from the Biller. You can elect online within the Service to stop receiving electronic bills from a Biller. When affirmatively electing to receive electronic bills from a particular Biller, you may be presented with terms from that Biller for your acceptance. We are not a party to such terms.

ii. Paper Copies of electronic bills.

If you start receiving electronic bills from a Biller, the Biller may stop sending you paper or other statements. The ability to receive a paper copy of your statement(s) is at the sole discretion of the Biller. Check with the individual Biller regarding your ability to obtain paper copies of electronic bills on a regular or as-requested basis.

iii. Sharing Information with Billers.

You authorize us to share identifying personal information about you (such as name, address, telephone number, Biller account number) with companies that you have identified as your Billers and which we have identified as offering electronic bills for purposes of matching your identity on the Service's records and the Biller's records to activate your affirmative request for electronic bills.

iv. Information held by the Biller.

We are unable to update or change your personal information such as, but not limited to, name, address, phone numbers and email addresses, that is held by the Biller. Any changes will require you to contact the Biller directly. Additionally, it is your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill. We may, at the request of the Biller, provide to the Biller your email address, service address, or other data specifically requested by the Biller for purposes of the Biller matching your identity against its records or informing you about the Biller's services and/or bill information.

v. Activation. 

We will notify the Biller of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. While your electronic bill feature is being activated it is your responsibility to keep your accounts current. Each electronic Biller reserves the right to accept or deny your request to receive electronic bills.

vi. Authorization to obtain bill data.

You authorize us to obtain bill data from your Billers that you have requested to send you electronic bills, and from your Billers that wish to send you trial electronic bills. For some Billers, you will be asked to provide us with your user name and password for that Biller. By providing us with such information, you authorize us to use the information to obtain your bill data.

vii. Notification.

 We will attempt to present all of your electronic bills promptly. In addition to notification within the Service, we may send an e-mail notification to the e-mail address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically logon to the Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. You are responsible for ensuring timely payment of all bills.

viii. Cancellation of electronic bill notification.

The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. We will notify your electronic Biller(s) as to the change in status of your account and it is your sole responsibility to make arrangements for an alternative form of bill delivery. We will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.

ix. Non-Delivery of electronic bill(s).

You agree to hold us harmless should the Biller fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly.

x. Accuracy and dispute of electronic bill.

We are not responsible for the accuracy of your electronic bill(s). We are only responsible for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be directly addressed and resolved with the Biller by you.

This Agreement does not alter your liability or obligations that currently exist between you and your Billers.

n. Mobile Invoice Capture.

The Service may enable you to upload an invoice using the camera on your mobile device or computer (the “Remote Capture Service”).

i. Image Quality.

The image of an invoice transmitted using Remote Capture Service must be legible and clear. It must capture all pertinent information from the front of the item. You authorize us to convert items to Image Replacement Documents (“IRDs”) or transmit them as an image. If the electronic files and/or images transmitted to us with respect to any item do not comply with our requirements for content and/or format, we may, in our sole discretion:

A. Further transmit the item and data in the form received from you;

B. Repair or attempt to repair the item or data and then further transmit it;

C. Process the item as photocopies in lieu of originals; or

D. Return the data and item to You unprocessed.

ii. Remote Capture Minimum Hardware and Software Requirements.

In order to use the Remote Capture Service, you must obtain and maintain, at your expense, compatible hardware and software including but not limited to an Internet connection and either a mobile phone or computer capable of capturing an electronic image.

iii. Disclaimer.

In no event will we or our Service Providers be liable for any results from your use of extracted data from the Remote Capture Service, including without limitation any late fees for payments sent to an improper payee or improper account. You bear responsibility for confirming that the information captured by the Remote Capture Service matches the information on the applicable bill pay stub.

o. Biller Limitation.

The Service reserves the right to refuse to pay any Biller to whom you may direct a payment. As required by applicable law, the Service will notify you promptly if it decides to refuse to pay a Biller designated by you as set forth in Section 4(q) (Prohibited Payments) or an Exception Payment under this Agreement.

p. Returned Payments.

In using the Service, you understand that Billers and/or the United States Postal Service may return payments to the Service for various reasons such as, but not limited to, Biller's forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. The Service will attempt to research and correct the returned payment and return it to your Biller, or void the payment and credit your Eligible Transaction Account. You may receive notification from the Service.

q. Prohibited Payments.

The following types of payments are prohibited through the Service, and we have the right but not the obligation to monitor for, block, cancel and/or reverse such payments:

i. Payments to or from persons or entities located in prohibited territories (including any territory outside of the United States);

ii. Payments that violate any law, statute, ordinance or regulation, including any payment that constitutes money-laundering or terrorist financing;

iii. Payments that violate the Acceptable Use terms in Section 11 below;

iv. Payments for unsupported transfers, including sending money (1) not in direct exchange for a rendered good or service; (2) for alimony or to escrow accounts; (3) as a donation to an organization not classified as a registered charity; or (4) for payroll and/or salary payments;

v. Payments that are not for legitimate payment purposes (e.g., to test or probe card behaviors);

vi. Payments for unsupported goods and services, including (1) gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance); (2) unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans); (3) payment for debt that has been charged off as uncollectible; (4) providing credit or loans, including payday loans; (5) illegal drugs (real or synthetic); (6) psychics and fortune tellers; (7) sale and exchange of currency, including digital and crypto-currencies, and cryptographic assets such as non-fungible tokens; (8) multi-level marketing or pyramid schemes; (9) software or other technology developed to weaken industry security controls such as malware, spyware, virus, back-door, drop dead device or other similar program installation; (10) payments in connection with the cannabis industry: cannabis (including hemp and marijuana) and related businesses and products; (11) certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs; (12) controlled substances and related goods or services; (13) tobacco, e-cigarettes, and e-liquid; (14) pharmaceuticals, supplements and related goods or services; (15) pornography, obscene materials, and sexually-related or “adult” services; (16) weapons (including without limitation, knives, guns, gunpowder or ammunition), fireworks, and other explosives; (17) gold, diamonds, precious metals and related goods or services; (18) toxic, flammable, and radioactive materials; (19) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card; (20) are associated with the following “money service business” activities: the sale of traveler's checks or money orders, currency dealers or exchanges, or check cashing; (21) credit repair or debt settlement services or (22) other goods and services subject to government regulation;

vii. Payments in violation or potential violation of applicable law, regulation, rule, or legal interest, including (1) sending or receiving potentially fraudulent funds; (2) in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body; (3) infringement or potential infringement of any party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; (4) acting in a manner that could be defamatory, trade libelous, threatening or harassing; or (5) using your Eligible Transaction Account or the Services in violation of applicable payment network rules;

viii. Payments in a manner detrimental to our provision of the Services, including (1) the provision of outdated, false, inaccurate, or incomplete information; (2) using any promotional or referral programs in a manner deemed abusive or against the intention of said programs; (3) using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to us, our Service Providers, a third party, or you; (4) imposing unreasonable demands on our technical or personnel resources; (5) facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; (6) taking any action that may cause us to lose any of the services provided by our Recipients, payment processors, or other suppliers; (7) reselling, re-skinning, or otherwise distributing our Services; or (8) breaching this Agreement or any other agreement or policy that you have agreed to with us or our Service Providers;

ix. Payments to wine and spirit wholesalers in the State of New York using a credit card; and

x. Tax payments and court ordered payments.

Except as required by applicable law, in no event shall we or our Service Providers be liable for any claims or damages resulting from your scheduling of prohibited payments. We encourage you to provide notice to us by the methods described in Section 14(a) (Notices to Us Regarding the Small Business Payments Service) above of any violations of the Agreement generally.

We may request more information relating to your use of the Services to seek to identify the restricted activities identified in Section 4(q) above (“Prohibited Payments”). You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require. If we have reason to believe that you have engaged in any Prohibited Payments or that you have used our Services inappropriately, we or our Service Providers (to the extent applicable) reserves the right to, in its sole discretion and at any time, take any or all of the following actions:

• Close, suspend, or limit your access to your Eligible Transaction Account or the Services;

• Hold, return, or reclaim funds as permitted by applicable law or this Agreement;

• Update inaccurate information you provided to us or third parties;

• Refuse to provide Services to you or related parties in the future;

• Contact law enforcement, or impacted third parties of your actions;

• Take legal action against you. When not otherwise obligated by regulatory or compliance considerations, we will provide you with notice of any such actions

r. Receipts and Transaction History.

You may view your transaction history by logging into the Service and looking at your transaction history. You agree to review your transactions by this method instead of receiving receipts by mail.

s. Responsibility For Compliance With Employment Law.

To the extent that you use the Service to issue checks or payments to independent contractors, you expressly acknowledge and agree that you (not us and not the Service Providers) are responsible for compliance with all wage and hour laws, including but not limited to compliance with Cal. Labor Code § 2750.3, and all applicable laws regulating the time, place, and manner of payments for their service. The Service provides a means for transmitting funds. However, you (not us and not the Service Providers) are responsible for complying with all laws pertaining to the classification of independent contractors and payment for their services.

t. Accounting Software Synch.

The Service provides a means for connecting certain third-party accounting software to synch bills, invoices, contacts and payments (“Accounting Software Synch”). Accounting Software Synch is provided by Fiserv. If you enable Accounting Software Synch, Fiserv will automatically share all bill, invoice, payment, supplier and customer information with your account software service provider to enable a consolidated view of activity within the applicable accounting software. The accounting software service provider will also automatically synch this information to Fiserv so that the Small Business Payments Service will reflect any changes to bills, invoices, payments, suppliers and customers from the accounting software.

5. Receivables Services.

a. Enrollment.

Certain portions of the Receivables Services will be provided by Fiserv Solutions, LLC (“Fiserv”). Fiserv reserves the right to reject your enrollment in the Receivables Services for any or no reason. When you enroll in the Receivables Services, you agree to the following:

1. Your eligible Primary Deposit Account will be configured for use with the Receivables Services.

2. Fiserv will determine the maximum amount of each payment to be remitted to you through the Receivables Services, which may vary by SMB Customer payment method (“Transaction Limit”). For clarity, you will be unable to receive payments in excess of the Transaction Limit. Fiserv may update the Transaction Limits in its sole discretion.

3. You will enter an agreement directly with Fiserv for Fiserv’s remittance of customer payments to you (“Remittance Agreement”). Fiserv reserves the right to decline entering into a Remittance Agreement with you based on the results of Fiserv's merchant vetting.

4. You will enter into a Sub-Merchant Agreement directly with Fiserv and Fiserv’s sponsor bank (“Sponsor Bank”) for the provision of authorization, processing, and settlement services of your Receivables Services card transactions including, supporting chargebacks, reporting, status changes, and questions about your Receivables Services transactions (“Sub-Merchant Agreement”). Fiserv and Sponsor Bank reserve the right to prohibit you from entering into a Sub-Merchant Agreement. Fiserv and Sponsor Bank also reserve the right to immediately terminate the Sub-Merchant Agreement with you and prevent you from processing any transactions pursuant to the configured Deposit Account.

5. Enablement of Receivables Services for credit card payments may require you to provide additional information to Fiserv.

b. Invoices.

The Receivables Services will enable you to create, generate and send invoices to your SMB Customers. If you elect to send invoices to SMB Customers through the Receivables Services, Fiserv will deliver the invoices and associated payment requests (“Payment Requests”) via email to SMB Customers on your behalf. To the extent Fiserv makes such feature generally available, the Receivables Services may include the ability for you to generate a payment link that you can independently deliver to SMB Customers.

c. SMB Customer Payment Portal.

Payment Requests and Payment Links will direct SMB Customers to a Fiserv-hosted user interface (“SMB Customer Payment Portal”) that enables SMB Customers to make payments. SMB Customer payments made through the SMB Customer Portal will be subject to the terms of the Remittance Agreement and/or Sub-Merchant Agreement. The SMB Customer Payment Portal will support the following SMB Customer payment methods, as determined by you:

  i. ACH Payments (required). For SMB Customer payments funded by a deposit account, Fiserv will initiate an ACH transaction debiting the SMB Customer’s deposit account. Fiserv will only process the subsequent payment to the SMB User upon (i) the successful completion of the ACH debit to the Customer’s deposit account; and (ii) a hold period of up to four (4) business days after Fiserv’s receipt of the corresponding funds.

ii. Card Payments (optional). For SMB Customer payments funded by an eligible debit or credit card, Fiserv will facilitate the transmission of a card transaction to Fiserv through a supported card network on behalf of the SMB Customer. Fiserv will only process the subsequent payment to you upon successful completion of the SMB Customer card transaction.

All SMB Customer payments will be settled via ACH to your designated Primary Deposit Account regardless if they are initiated by SMB Customer as an ACH transaction or card transaction. We and Fiserv are not responsible for any direct SMB Customer support related to payments made to you from any SMB Customer.

d. Receipts and Transaction History.

You may view your transaction history by logging into the Small Business Payments Service and looking at your transaction history. You agree to review your transactions by this method instead of receiving receipts by mail.

6. Service Providers.

We are offering you the Small Business Payments Service through one or more companies that we have engaged (and their affiliates) to render some or all of the Small Business Payments Service to you on our behalf (“Service Providers”). However, notwithstanding that we have engaged such a Service Provider to render some or all of the Small Business Payments Service to you, we are the sole party liable to you for any payments or transfers conducted using the Payables Service and we are solely responsible to you and any third party to the extent any liability attaches in connection with the Payables Service. You agree that we have the right under this Agreement to delegate to Service Providers all of the rights and performance obligations that we have under this Agreement, and that the Service Providers will be third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us.

7. Your Liability for Unauthorized Transfers.

Federal Regulation E provides certain protections against loss resulting from unauthorized online banking or mobile banking transfers from your personal account, including bill payments or transfers to other accounts. These protections do not apply to business purpose accounts, regardless of account ownership.

Immediately following your discovery of an unauthorized Payment Instruction, you shall communicate with customer care for the Small Business Payments Service in the manner set forth in Section 14(a) (Notices to Us Regarding the Small Business Payments Service) above. You acknowledge and agree that time is of the essence in such situations. Tell us AT ONCE if you believe your user identification, password, or other means of accessing the Small Business Payments Service have been stolen or used without your permission. You could lose all of the money in your Eligible Transaction Account, plus any credit available in any available overdraft protection plan. Also, if the periodic statement for your Eligible Transaction Account shows payments or other Small Business Payments Service transactions that you did not make, tell us at once. YOU ARE RESPONSIBLE FOR ALL PAYMENTS INITIATED USING YOUR USER IDENTIFICATION, PASSWORD, AND OTHER MEANS OF ACCESSING THE SMALL BUSINESS PAYMENTS SERVICE, REGARDLESS OF WHETHER YOU AUTHORIZED THEM OR IF THEY EXCEED THE LIMITS THAT YOU IMPOSED ON YOUR USER(S).

For payment requests from business accounts, which are subject to Article 4A of the Uniform Commercial Code (“UCC 4A”), we’re liable only for damages required to be paid under UCC 4A. We’ll never be liable for any exemplary, special, indirect, or consequential loss, damage, costs or expense of any nature, including, without limitation, lost profits, even if we have been informed of the possibility of such damages, except as may be required by law.

8. Errors, Questions, and Complaints.

The provisions of this Section apply only to Eligible Transaction Accounts that are established primarily for personal, family, or household purposes.

a. In case of errors or questions about your transactions, you should as soon as possible contact us as set forth in Section 14(a) (Notices to Us Regarding the Small Business Payments Service) above.

b. If you think your periodic statement for your account is incorrect or you need more information about a transaction listed in the periodic statement for your account, we must hear from you no later than sixty (60) days after we send you the applicable periodic statement for your account that identifies the error. You must:

i. Tell us your name and account number (if any);

ii. Describe the error or the transaction in question, and explain as clearly as possible why you believe it is an error or why you need more information; and,

iii. Tell us the dollar amount of the suspected error.

c. If you tell us orally, we may require that you send your complaint in writing within ten (10) Business Days after your oral notification. Except as described below, we will determine whether an error occurred within ten (10) Business Days after you notify us of the error. We will tell you the results of our investigation within three (3) Business Days after we complete our investigation of the error, and will correct any error promptly. However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to forty-five (45) days to complete our investigation. If we decide to do this, we will provisionally credit your Eligible Transaction Account within ten (10) Business Days for the amount you think is in error. If we ask you to submit your complaint or question in writing and we do not receive it within ten (10) Business Days, we may not provisionally credit your Eligible Transaction Account. For errors involving new Eligible Transaction Accounts, we may take up to ninety (90) calendar days to investigate your complaint or question. For new Eligible Transaction Accounts, we may take up to twenty (20) Business Days to credit your Eligible Transaction Account for the amount you think is in error. If it is determined there was no error we will mail you a written explanation within three (3) Business Days after completion of our investigation. You may ask for copies of documents used in our investigation. We may revoke any provisional credit provided to you if we find an error did not occur.

9. Small Business Payments Service Termination, Cancellation, or Suspension

If you wish to cancel the Small Business Payments Service, you may contact us as set forth in Section 14(a) (Notices to Us Regarding the Small Business Payments Service) above. Any payment(s) that have begun processing before the requested cancellation date will be processed by us. You agree that we may terminate or suspend your use of the Small Business Payments Service at any time and for any reason or no reason. Neither termination, cancellation nor suspension shall affect your liability or obligations under this Agreement.

10. Small Business Payments Service Fees and Additional Charges.

You are responsible for paying all fees associated with your use of the Small Business Payments Service. Applicable fees will be disclosed in the user interface for, or elsewhere within, the Small Business Payments Service or Site. The Small Business Payments Service will generate a monthly billing statement that is accessible from within the Site. Any applicable fees will be charged regardless of whether the Small Business Payments Service was used, except for fees that are specifically use-based. Use-based fees for the Small Business Payments Service will be charged against the designated Primary Deposit Account (“Billing Account”). Fees for Payables Service transactions may be charged directly by Fiserv. There may be a charge for additional transactions and other optional services. Fees for immediately processed payments are charged in real-time upon submission. Fees for scheduled payments are locked in at time of submission and will be charged on the date the payment processes. If a scheduled payment is edited before it begins processing, the applicable fee will be recalculated based on the presently defined rules. You agree to pay such charges and authorize the Small Business Payments Service to deduct the calculated amount from your designated Billing Account. Any financial fees associated with your standard Deposit Accounts will continue to apply. You are responsible for any and all telephone access fees and Internet service fees that may be assessed by your telephone and Internet service provider. Section 4(h) (Failed Or Returned Payment Instructions) applies if you do not pay our fees and charges for the Small Business Payments Service, including without limitation if we debit the Billing Account for such fees, as described in this Section, and there are insufficient funds in the Billing Account.

11. Acceptable Use.

You agree that you are independently responsible for complying with all applicable laws in all of your activities related to your use of the Small Business Payments Service, regardless of the purpose of the use, and for all communications you send through the Small Business Payments Service. We and our Service Providers have the right but not the obligation to monitor and remove communications content that we find in our sole discretion to be objectionable in any way. In addition, you are prohibited from using the Small Business Payments Service for communications or activities that: (a) violate any law, statute, ordinance or regulation; (b) promote hate, violence, racial intolerance, or the financial exploitation of a crime; (c) defame, abuse, harass or threaten others; (d) include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (e) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (f) impose an unreasonable or disproportionately large load on our infrastructure; (g) facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (h) constitute use of any robot, spider, other automatic device, or manual process to monitor or copy the Small Business Payments Service or the portion of the Site through which the Small Business Payments Service is offered without our prior written permission; (i) constitute use of any device, software or routine to bypass technology protecting the Site or Small Business Payments Service, or interfere or attempt to interfere, with the Site or the Small Business Payments Service; or (j) may cause us or our Service Providers to lose any of the services from our internet service providers, payment processors, or other vendors. We encourage you to provide notice to us by the methods described in Section 14(a) (Notices to Us Regarding the Small Business Payments Service) above of any violations of the Agreement generally.

12. Disclosures to Third Parties; Privacy.

a. Disclosure of Account Information to Third Parties. 

It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make in the following situations pursuant to our Privacy Policy (as further described in 12(b) (Your Privacy; Privacy of Others) below in addition to the circumstances set forth in Section 15 (Information Authorization):

i. Where it is necessary for completing transactions;

ii. Where it is necessary for activating additional services;

iii. In order to verify the existence and condition of your account to a third party, such as a credit bureau or Biller;

iv. To a consumer reporting agency for research purposes only;

v. In order to comply with a governmental agency or court orders; or,

vi. If you give us your written permission.

b. Your Privacy; Privacy of Others.

Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information. If you receive information about another person through the Small Business Payments Service, you agree to keep the information confidential and only use it in connection with the Small Business Payments Service.

13. Text Messages, Calls and/or Emails to You.

By providing us with a telephone number (including a wireless/cellular, mobile telephone number and/or email address), you consent to receiving calls from us and our Service Providers at that number INCLUDING THOSE MADE BY USE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM (“ATDS”), and/or emails from us for our everyday business purposes (including identity verification). You acknowledge and agree that such telephone calls include, but are not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an ATDS from us or our affiliates and agents. Please review our Privacy Policy for more information.

14. Notices.

a. Notices to Us Regarding the Small Business Payments Service

Except as otherwise stated below, notice to us concerning the Site or the Small Business Payments Service must be sent by postal mail to: 42 Plaza Dr Travelers Rest SC 29690 USA. We may also be reached at 864-834-9031 for questions and other purposes concerning the Small Business Payments Service. We will act on your telephone calls as described below in Section 8 (Errors, Questions, and Complaints), but otherwise, such telephone calls will not constitute legal notices under this Agreement.

b. Notices to You

You agree that we may provide notice to you by posting it on the Site, sending you an in-product message within the Small Business Payments Service, emailing it to an email address that you have provided us, mailing it to any postal address that you have provided us. All notices by any method shall be deemed received by you no later than twenty-four (24) hours after they are sent or posted, except for notice by postal mail, which shall be deemed received by you no later than three (3) Business Days after it is mailed. You may request a paper copy of any legally required disclosures and you may terminate your consent to receive required disclosures through electronic communications by contacting us as described in Section 14(a) (Notices to Us Regarding the Small Business Payments Service) above. We reserve the right to charge you a reasonable fee not to exceed twenty dollars ($20.00) to respond to each such request. We reserve the right to terminate your use of the Small Business Payments Service if you withdraw your consent to receive electronic communications.

c. Hardware and Software Requirements

In order to access and retain an electronic record of communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By entering into this Agreement, you are confirming that you have the means to access, and to print or download communications.

15. Information Authorization.

You agree that the Small Business Payments Service reserves the right to obtain financial information regarding your account from a Biller or your financial institution (for example, to resolve payment posting problems or for verification). Through your enrollment in or use of the Small Business Payments Service, you agree that we reserve the right to request a review of your credit rating at our own expense through an authorized bureau. In addition, and in accordance with our Privacy Policy, you agree that we reserve the right to obtain personal information about you, including without limitation, financial information and transaction history regarding your Eligible Transaction Account. You further understand and agree that we reserve the right to use personal information about you for our and our Service Providers’ everyday business purposes, such as to maintain your ability to access the Small Business Payments Service, to authenticate you when you log in, to send you information about the Small Business Payments Service, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections, to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Small Business Payments Service and the content and layout of the Site. Additionally, we and our Service Providers may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. We and our Service Providers shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, or audit reasons, and as permitted by applicable law for everyday business purposes. In addition, we and our Service Providers may use, store and disclose such information acquired in connection with the Small Business Payments Service in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Small Business Payments Service.

16. Intellectual Property.

All marks and logos related to the Small Business Payments Service are either trademarks or registered trademarks of us or our licensors. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress or those of our licensors. You may not copy, imitate, or use any of the above without our prior written consent, which we may withhold in our sole discretion, and you may not use them in a manner that is disparaging to us or the Small Business Payments Service or display them in any manner that implies our sponsorship or endorsement. All right, title and interest in and to the Small Business Payments Service, the portion of the Site through which the Small Business Payments Service is offered, the technology related to the Site and Small Business Payments Service, and any and all technology and any content created or derived from any of the foregoing, is our exclusive property or that of our licensors. Moreover, any suggestions, ideas, notes, drawings, concepts, or other information you may send to us through or regarding the Site or Small Business Payments Service shall be considered an uncompensated contribution of intellectual property to us and our licensors, shall also be deemed our and our licensors’ exclusive intellectual property, and shall not be subject to any obligation of confidentiality on our part. By submitting any such materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us and our licensors a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed, and you warrant that all so-called “moral rights” in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.

17. Taxes.

It is your responsibility to determine what, if any, taxes apply to the transactions you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

18. Third Party Services and Links and Frames.

The Service may enable you to connect to third-party services or products (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not us.

Links to other sites may be provided on the portion of the Site through which the Small Business Payments Service is offered for your convenience. By providing these links, we are not endorsing, sponsoring or recommending such sites or the materials disseminated by or services provided by them, and are not responsible for the materials, services or other situations at or related to or from any other site, and make no representations concerning the content of sites listed in any of the Small Business Payments Service web pages. Your browsing and interaction on a third party website, including those that have a link in the Service is subject to that website’s own terms, rules and policies. Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality or decency of material contained in sites listed in any search results or otherwise linked to the Site. For example, if you “click” on a banner advertisement or a search result, your “click” may take you off the Site. This may include links from advertisers, sponsors, and content partners that may use our logo(s) as part of a co-branding agreement. These other sites may send their own cookies to users, collect data, solicit personal information, or contain information that you may find inappropriate or offensive. In addition, advertisers on the Site may send cookies to users that we do not control. You may link to the home page of our Site. However, you may not link to other pages of our Site without our express written permission. You also may not “frame” material on our Site without our express written permission. We reserve the right to disable links from any third party sites to the Site. When you use a link to go from the Services to a third party website, our Privacy Policy is no longer in effect.

19. Amendments.

We may amend this Agreement and any applicable fees and charges for the Small Business Payments Service at any time by posting a revised version on the Site. The revised version will be effective at the time it is posted unless a delayed effective date is expressly stated in the revision. Any use of the Small Business Payments Service after a notice of change or after the posting of a revised version of this Agreement on the Site will constitute your agreement to such changes and revised versions. Further, we may, from time to time, revise, update, upgrade or enhance the Small Business Payments Service and/or related applications or material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the Small Business Payments Service, and/or related applications and material, and limit access to only the Small Business Payments Service’s more recent revisions, updates, upgrades or enhancements.

20. Our Relationship With You.

We are an independent contractor for all purposes, except that we act as your agent with respect to the custody of your funds for the Small Business Payments Service. We do not have control of, or liability for, any products or services that are paid for with our Small Business Payments Service. We also do not guarantee the identity of any user of the Small Business Payments Service (including but not limited to recipients to whom you send payments).

21. Assignment.

You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent, which we may withhold in our sole discretion. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time to any party. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

22. Remedies.

If we have reason to believe that you have engaged in any of the prohibited or unauthorized activities described in this Agreement or have otherwise breached your obligations under this Agreement, we may terminate, suspend or limit your access to or use of the Site or the Small Business Payments Service; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide our services to you in the future; and/or take legal action against you. In addition, we, in our sole discretion, reserve the right to terminate this Agreement, access to the Site and/or use of the Small Business Payments Service for any reason or no reason and at any time. The remedies contained in this Section are cumulative and are in addition to the other rights and remedies available to us under this Agreement, by law or otherwise.

23. Disputes.

In the event of a dispute regarding the Small Business Payments Service, you and we agree to resolve the dispute by looking to this Agreement.

24. Arbitration.

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through Judicial Arbitration and Mediation Services (“JAMS”), the American Arbitration Association (“AAA”), or an established alternative dispute resolution (ADR) administrator mutually agreed upon by the parties. The parties agree that the following rules shall apply: (a) the arbitration may be conducted telephonically, online and/or be solely based on written submissions, at the election of the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties, their representatives or witnesses unless otherwise mutually agreed by the parties; (c) discovery shall not be permitted; (d) the matter shall be submitted for decision within ninety (90) days of initiation of arbitration, unless otherwise agreed by the parties, and the arbitrator must render a decision within thirty (30) days of submission; and (e) any award in such arbitration shall be final and binding upon the parties and may be submitted to any court of competent jurisdiction for confirmation. The parties acknowledge that remedies available under federal, state and local laws remain available through arbitration. NO CLASS ACTION, OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE IN ARBITRATION.

25. Law and Forum for Disputes.

Unless our account agreement with you states otherwise, this Agreement shall be governed by and construed in accordance with the laws of the State in which you reside, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect. Unless our account agreement with you states otherwise, you agree that any claim or dispute you may have against us (other than those which are arbitrated under Section 24 (Arbitration) above) must be resolved by a court located in the county in which you reside. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all claims or disputes unless said claim is submitted to arbitration under Section 24 (Arbitration) above. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim between the parties or any of their respective affiliates arising under this Agreement.

26. Indemnification.

You agree to defend, indemnify and hold harmless us and our affiliates and Service Providers and their affiliates and the employees and contractors of each of these, from any loss, damage, claim or demand (including attorney’s fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Site or the Small Business Payments Service.

27. Release.

You release us and our affiliates and Service Providers and the employees and contractors of each of these, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with any dispute that may arise between you or one or more other users of the Site or the Small Business Payments Service. In addition, if applicable to you, you waive California Civil Code §1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.

28. No Waiver.

We shall not be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by one of our authorized representatives. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

29. Disclaimer of Warranties.

THE SITE AND SMALL BUSINESS PAYMENTS SERVICE AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SMALL BUSINESS PAYMENTS SERVICE, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. NEITHER WE NOR OUR SERVICE PROVIDERS HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR USING THE SERVICES AND WE NOR OUR SERVICE PROVIDERS CAN ENSURE THAT A BILLER YOU ARE DEALING WITH WILL ACTUALLY COMPLETE THE TRANSACTION OR IS AUTHORIZED TO DO SO. WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING CREDIT CARDS ARE PROCESSED IN A TIMELY MANNER BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM. SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE

30. Limitation of Liability.

THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US AND OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THE SMALL BUSINESS PAYMENTS SERVICE AND THE PORTION OF THE SITE THROUGH WHICH THE SMALL BUSINESS PAYMENTS SERVICE IS OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, THE SMALL BUSINESS PAYMENTS SERVICE MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR AN INDETERMINATE AMOUNT OF TIME DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THE SMALL BUSINESS PAYMENTS SERVICE, WHETHER CAUSED BY STRIKES, POWER FAILURES, EQUIPMENT MALFUNCTIONS INTERNET DISRUPTION OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SMALL BUSINESS PAYMENTS SERVICE CAUSED BY OR ARISING OUT OF ANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF GOODWILL OR LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE SMALL BUSINESS PAYMENTS SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE SMALL BUSINESS PAYMENTS SERVICE IS OFFERED, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND NOTICE WAS GIVEN REGARDING THEM. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SMALL BUSINESS PAYMENTS SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE SMALL BUSINESS PAYMENTS SERVICE IS OFFERED THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT FILED IN A COURT OR ARBITRATION PROCEEDING AS DESCRIBED IN SECTIONS 24 AND 25 ABOVE WITHIN TWO (2) YEARS OF THE DATE THAT THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500 (FIVE HUNDRED DOLLARS). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASE, THE LIABILITY OF THE US AND OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW.

31. Complete Agreement, Severability, Captions, and Survival.

You agree that this Agreement is the complete and exclusive statement of the agreement between us, sets forth the entire understanding between us and you with respect to the Small Business Payments Service and the portion of the Site through which the Small Business Payments Service is offered and supersedes any proposal or prior agreement, oral or written, and any other communications between us. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The captions of Sections in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. Sections 4(h), 6, 12, 14, 16, 17, and 21-30, as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If there is a conflict between the terms of this Agreement and something stated by an employee or contractor of ours (including but not limited to its customer care personnel), the terms of the Agreement will prevail.