POINT OF SALE HARDWARE WARRANTY

Last Updated: August 20, 2024

(EXTENDED LIMITED HARDWARE & EQUIPMENT WARRANTY/SERVICE CONTRACT)

This POINT OF SALE HARDWARE WARRANTY applies to hardware you purchased from POS Nation (“POS HARDWARE”) which are NOT provided as part of your Payment Services Platform purchase, and are part of and are incorporated into your Agreement with POS Nation as more specifically described in the General Terms. POS Nation may also be referred to herein as “we”, “us”, or “our”. The terms “you” or “your” mean any person or entity that is a current or prospective user of any of our Services. Undefined capitalized terms have the meaning given to them in the General Terms.

NOTE: IF YOU PURCHASED YOUR POS HARDWARE WITH THE STATE OF ALABAMA, CALIFORNIA, HAWAII, KENTUCKY, ILLINOIS, NEVADA, NEW YORK, OKLAHOMA, OREGON, SOUTH CAROLINA, TEXAS, VERMONT, WASHINGTON OR WYOMING, THIS DOCUMENT IS A “SERVICE CONTRACT.” OTHERWISE, THIS CONTRACT IS AN “EXTENDED LIMITED WARRANTY.”

We provide a manufacturer's warranty for all POS HARDWARE purchases unrelated to the Payments Services Platform. Unless specifically outlined on your invoice, all POS HARDWARE WARRANTIES expire one (1) year from the purchase date outlined on the invoice.

I. WHAT THIS AGREEMENT COVERS

A. EXTENDED LIMITED WARRANTY. We warrant your equipment against defects in material and workmanship under normal use within the specified time period outlined on your invoice from the date listed on the invoice. In the event of equipment failure within the first thirty (30) days of your purchase, we will provide you a return shipping label to return defective equipment and we will ship replacement equipment via Ground Shipping to You. We, at our sole discretion may require a credit card hold for the value of the equipment until the defective product is returned. If you do not want to provide a credit card hold, we reserve the right to delaying new product shipment until we have received the defective equipment.

In the event of equipment failure outside the first thirty (30) days of your purchase, you will be responsible for returning defective equipment to us.

In the event we requires a credit card hold to fulfill a warranty claim or in the event we provide an advance replacement before the defective product is returned to us, you agrees to return the defective product at your own expense within 15 days of us shipping the replacement product to you. You acknowledge that we will charge your credit card or for the value of the product if you do not return the defective product within 15 days of us shipping the replacement product to you.

II. WHAT THIS WARRANTY/SERVICE CONTRACT DOES NOT COVER:

• Equipment failure, defects, or damages caused by misuse, mishandling, or negligence, including, but not limited to damage caused in the shipment and delivery of the equipment;
• Equipment failure, defects, or damages caused by improper testing, operation, installation, adjustment or any alteration or modification of any kind, including, disassembly or repairs made in such a manner as to adversely affect system performance or to prevent adequate inspection and testing to verify any warranty claim ;
• Equipment failure due to defects in software applications.

III. TERM OF WARRANTY/SERVICE CONTRACT.

We will provide the warranty or benefits described herein within the specified time period outlined on your invoice from the date listed on the invoice. Unless specifically outlined on your invoice, all warranties expire one (1) year from the purchase date outlined on the invoice.

IV. YOUR OBLIGATION UNDER THIS WARRANTY/SERVICE CONTRACT.

You must use the equipment in a normal way. If you are making a claim under this warranty or service contract, you must return the original equipment to us within ten (10) days of your notification to us of your claim. Replacement equipment will not be sent until we receive delivery of the original equipment or until we authorize a credit card hold for the value of the equipment.

V. HOW TO OBTAIN REPLACEMENT EQUIPMENT.

If you believe you have claim under this warranty or service contract call Customer Care at 8777273548, or contact:

POS Nation Customer Returns

3021 Griffith St Charlotte, NC 28203

 

VI. GENERAL PROVISIONS.

 

A. EXTENDED LIMITED WARRANTY. This Warranty sets forth our responsibilities regarding this equipment. Replacement of the equipment, as described herein, is your exclusive remedy. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND IS LIMITED TO THE DURATION OF THIS LIMITED WARRANTY.

1. IN NO EVENT SHALL WE BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR PUNITIVE DAMAGES OR ATTORNEYS’ FEES ARISING OUT OF THE USE OR INABILITY TO USE OUR EQUIPMENT.

2. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THUS, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

B. SERVICE CONTRACT.

If this document is construed as a service contract, this agreement sets forth the responsibilities we have regarding your equipment. Replacement of the equipment, as described herein, is your exclusive remedy. THIS DOCUMENT IS NOT A WARRANTY.

VII. ACKNOWLEDGEMENT.

You understand and acknowledge that this Warranty and/or Service Contract is given by us only. You specifically understand and acknowledge that any other claims arising from any equipment failure or breach of an actual or implied warranty not covered in this document shall be made against the equipment’s manufacturer.

SOFTWARE SERVICES PROVIDER WEBSITE AND DATA POLICY

Effective Date: August 20, 2024

POS Nation and Quilt, LLC (“we”, “us”, “our) take the privacy and security of personal information very seriously. As such, we have prepared the following Privacy Policy to provide you with information about how data is collected, used, shared, transferred, and protected as a result of your interaction with our Services and where applicable, our PSP Platform, By using our Services and where applicable, our PSP Platform, you agree to the following Privacy Policy. If you disagree with any of the provisions described below, your remedy is to stop using the Services or PSP Platform immediately.

Information Collection

We collect information from the following categories of individuals who may visit our Websites or use our Services:

• Visitors to the Websites and Apps, who can browse without providing personal information. 
• Registered Users of the Services, who are representatives of businesses that have registered with us and our employees, representatives, consultants, contractors, or agents who are authorized to use the Services on behalf of those registered businesses.
• Customers of our Users.

It is your decision to use the Services, and, as such, any provision of this personal information is completely voluntary. At your choice, and when you interact with the Services and become a User, we may ask you to provide your:

• Identifiers such as your name;
• Contact information such as your email address, physical address, phone number(s);
• Financial information such as your credit card number, financial account number;
• Employment information such as employer, job title, and evidence of authorization that you are a User of our Services. If you apply for a job with us, we may also collect your employment history, education information, and other employment-related information necessary to process your job application.

We collect and process limited information on Customers of our Users. Specifically, we may collect and store Customer name, email address, and birthdate. We do not collect, process, or store credit card or other point of sale financial data from Users’ Customers.

We also collect from Visitors, Users, and Users’ Customers certain Internet and other electronic network activity information such as browsing history on the Services, the length of time spent on certain pages, the website Uniform Resource Locator (“URL”) from the website visited before this Website, which URL next visited, device type, browser type, Internet service provider, date/time of visit information, operating system, and Internet Protocol (“IP”) address.

We may collect personal information from individuals in offline contexts. We will append data collected offline with data collected through the Websites and Services.

Cookies and Other Tracking Technologies 

Cookies are small files that are sent to and stored in your computer by the websites you visit. Cookies are stored in your browser’s file directory. Cookies may be stored only for the time you are in a given site or they may remain stored in your browser for a defined period of time beyond your current session. Cookies work in combination with content within the website itself, to capture and remember information. To learn more about these technologies and how they work, please see www.allaboutcookies.org. 

We use cookies and other similar technologies (such as web beacons and pixels) to collect and process Internet and other electronic network activity information. 

You can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies. You can review the options available to manage cookies in your browser. One option is to disable, or turn-off, all cookies. If you turn cookies off, you may not be able to browse the Websites. If you disable certain kinds of cookies, some aspects of our Websites may not function properly or as well. 

Information Use

We will use the information collected in the following ways. Specifically, we will use your:

Identifiers and contact information to:

• provide you with the Services;
• respond to your requests;
• communicate with you; and 
• provide you with offers and promotions that we feel may be of interest. 

Financial information to:

• process payment for the Services; and
• process refunds or chargebacks as needed; and

Employment information to:

• Confirm that you are an authorized User of our Services; and/or
• Process your request for information about our available careers, or process your job application.

We will use the Internet and other electronic network activity information that we collect to:

• conduct statistical analysis of the Websites;
• troubleshoot service issues or interruptions;
• update and improve the Websites; 
• understand the demographics of our Visitors, Users, and Users’ Customers, and their browsing habits; and 
• serve you with promotional messages and advertisements, both while you are on the Websites and after you leave our Websites and continue to browse online. 

Information Sharing

We may share all categories of personal information identified above to the following entities and/or for the following reasons:

• Affiliates/Partners. We may work with our affiliates or partner with other companies in order to provide our Users with additional benefits. In the event that we enter into such a partnership, we may share your personal information with those partners. If we share personal information, we will require that such partners use the personal information for the limited purpose for which we provide it, maintain reasonable security measures for the protection of such information, and comply with the provisions as outlined in this Privacy Policy.

• Third Party Service Providers. We may share your personal information with third party service providers. If we share personal information, we will require that such third party service providers use the personal information for the limited purpose for which we provide it, maintain reasonable security measures for the protection of such information, and comply with the provisions as outlined in this Privacy Policy.

• Law Enforcement. Occasionally we may be required by law enforcement or judicial authorities to provide personal information. We will disclose personal information upon receipt of a court order, subpoena, warrant, or other legal process to the extent necessary to meet legal, national security, public interest, or law enforcement obligations. We fully cooperate with law enforcement agencies in identifying those who use our Services for illegal activities. We reserve the right to report to law enforcement agencies any activities that we in good faith believe to be unlawful.

• Merger/Sale of Business. In the event that we enter into an agreement to be purchased by another company or to merge with another company, we may share personal information with that company. We will require that such purchasers continue to comply with the provisions as outlined in this Privacy Policy.

We may also share Internet and other electronic network activity information with select third parties, such as our advertisers, for purposes of serving you with customized promotions. If you would like to learn more about the sharing of non-personal information for purposes of providing customized advertisements or promotions, please visit http://www.aboutads.info/consumers/.

Links to Third Party Sites

We may provide links to third party websites from our Services. We are not responsible for the collection, use, or sharing of your personal information once you leave our Websites or App and follow a link to one of these third party websites. Please consult each linked website’s privacy policy for a description of how the website collects, uses, and shares your information.

Children’s Information

The Services are not intended for children. We do not knowingly collect information from children under the age of 18. If we discover that we have information from a child, we will delete it immediately. If you believe that a child under the age of 18 may have provided his or her information to us, please contact us using the contact information below.

Do Not Track

We do not track personal information about your online activities over time and across third-party Web sites or online services, and do not allow third parties to conduct such activity, and therefore we do not respond to Web browser “do not track” signals.

Legal Basis for Processing

The applicable legal bases for processing personal data include:

• Consent. For some data processing, we may ask you for your consent to collect and process data. If you provide us with your consent, you may later withdraw your consent by contacting us.
• Compliance with legal obligations or performance of contractual requirements. Some data processing may be required to comply with relevant law or regulations or to fulfill our obligations under a contract with you.
• Our legitimate interest. We may process your personal data based on our legitimate business interests.

Cross-Border Transfer of Data

We are located in the United States. If you are not a resident of the United States, your country’s laws governing data collection and use may differ from those in the United States; in particular, the United States may not provide the same level of protections as those in your own country. By using the Websites or providing your personal information to us, you are transferring your information to the United States, and you agree to the transfer, retention, and processing of such data in the United States. We transfer personal information into the United States when we have your affirmative consent, pursuant to our legitimate business needs, or under approved standard contractual clauses or codes of conduct. If you do not agree with such transfer, retention and processing in the United States, please do not use the Services.

Your Privacy Rights

Depending on your state or country of residence, you may have the following rights.

Right of Access. You have the right to access your personal information maintained by us. Upon receipt of a verifiable request to access personal information, we will disclose and deliver, free of charge, the personal information requested. 

Right of Deletion. You have the right to request that we delete any personal information about you which we have collected from you. Upon receipt of a verifiable request for deletion, we will delete your personal information from our records and direct any service providers to delete your personal information from our records, within 45 days. 

Right to Object to Processing. Under certain circumstances, you may have the right to request certain restrictions of our processing your Personal Information. Put another way, you may have the right to withdraw previously-provided consent, or to ask that we not use your personal information for certain purposes. 

We will comply with your request to delete personal information unless it is necessary for us to maintain your personal information in order to:

• Complete a transaction, provide requested-for Services, and/or perform a contract between you and us;
• Detect security incidents;
• Comply with a legal obligation;
• Enable our internal uses that are aligned with your expectations and your relationship with us.

Submission of Requests for Information. Please submit requests to info@posnation.com.

Verification. After you submit a request, we will promptly take steps to determine whether your request is a verifiable request. We will take reasonable steps to verify your identity.

As noted below, we do not knowingly collect information from or about children. We do not sell information of minors under 18 years of age.

Authorized Agent. You have the right to designate an authorized agent to submit an access or deletion request on your behalf. If you use an authorized agent to submit such a request, we will require that you:

• Provide the authorized agent written permission to act on your behalf; and
• Verify your own identity with us before we can honor the request.

No Sale of Personal Information. We do not sell personal information.

No Discrimination. We will not discriminate against an individual because that individual exercised the rights described here.

Security

We understand the importance of information security and will take reasonable measures to protect the security and confidentiality of your information. Please understand that no measures can guarantee 100% security.

You are responsible for the security of your log-on information and the log-in information of all of your Users. Please do not share your log-on password with anyone. If you believe your log-on password has been compromised, please contact us immediately.

Changes to this Privacy Policy

We reserve the right to make changes to this Privacy Policy. We will post changes directly to this Privacy Policy, so it is your responsibility to check back here from time to time to review this Privacy Policy. If we make a material change in the type of information we collect or its use, we will provide advance notice of such change, and obtain your consent for the new collection or use, as required by law.

Contact Information

If you have any questions or concerns about this Privacy Policy, please contact us using the information below.

3021 Griffith St Charlotte, NC 28203
8777273548
info@posnation.com

PAYMENTS SERVICES TERMS

Last Updated: August 20, 2024

Payment Services Provider (“PSP”, “we”, “us”, or “our”) offers merchant payment processing services and we may, from time to time, make other payment-related services available to merchants via our PSP Platform (collectively, the “Payment Services”). Your access to and use of any of the Payment Services is governed by these Payment Services Terms. Where “you”, “your”, or “Merchant” is used herein, it means an individual or business that accesses or uses the Payment Services. Undefined capitalized terms have the meaning given to them in the General Terms. These Payment Services Terms are part of and are incorporated into your Agreement as more specifically described in the General Terms. 

It is your responsibility to carefully read and fully understand these Payment Services Terms. You accept and these Payment Services Terms are effective on the earlier of the date you agree to them by electronically indicating acceptance and/or you first access or use the Payment Services. Upon acceptance, you confirm you have also read, understood, accepted and agree to be bound by and comply with the General Terms, the Processor Ts&Cs and the Card Brand Rules. PSP is entering into these Payment Services Terms on behalf of and as an agent of Acquirer. Any individual accessing or using the Payment Services on behalf of a business represents and warrants that they have the authority to bind the business to these Payment Services Terms.  

Following your acceptance of these Payment Services Terms and Processor Ts&Cs and any necessary approvals, Merchant will be granted the right to access and use the Payment Services solely for business purposes to process Transactions on behalf of Cardholders wishing to purchase Merchant Products and Services (“Customers”). Further, by accepting these Payment Services Terms you authorize PSP to (i) submit Transactions on your behalf to Processor; and (ii) access and use all data and information related to your use of the Payment Services. 

1.  Definitions   

The following definitions apply to these Payment Services Terms where capitalized terms are not otherwise defined in the text or the General Terms.  

“Acquirer” means a financial institution that is authorized by a Card Brand to enable the use of a Payment Method by accepting Transactions from Merchant on behalf of the Card Brands, routing these to the Card Brands or Issuers and collecting and settling the resulting funds.  

“Authorization” means approval by, or on behalf of, the Issuer to validate a Transaction. An Authorization indicates only the availability of the Cardholder’s credit limit or funds at the time the Authorization is requested. 

“Business Day” means a day on which banks are open for business in the applicable territory other than a Saturday, Sunday or holiday. 

“Capture” means the confirmation by Merchant to Acquirer that a Transaction for which it received an Authorization is to be executed and the account of the Customer is to actually be charged for the Transaction. 

“Card” means any form of credit card or debit card which may be used by a Cardholder to carry out a Transaction on such Cardholder’s Card account. 

“Card Brand” means Visa, Mastercard or comparable parties providing Cards and/or regulating the relevant Payment Method. 

“Card Brand Rules” means the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Card Brands, as may be amended or supplemented over time, with which Merchant must comply when using the relevant Payment Method.  

“Cardholder” means any person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorized user. 

“Chargeback” means a Transaction which is successfully charged back on request of the Customer or the Issuer pursuant to the relevant Card Brand Rules, resulting in a cancellation of a Transaction for which the Merchant has been paid or was due to be paid. If a Chargeback occurs on a Transaction for which the Merchant already received Settlement of the related funds, this results in the unconditional obligation for Merchant to immediately return the Settled funds to Processor, to enable Processor to return such funds to the Card Brand or Acquirer. 

"Financial Services” means services other than Payment Services that PSP may offer to Merchant from time to time including, without limitation, capital lending, prepaid card issuance, bank accounts or other banking services, and insurance. 

“Fine” means any fine, uplifted service fee or other additional payment as imposed by the Card Brands, Acquirers and/or regulatory agencies on Merchant, PSP, and/or Processor, as a result of situations such as, but not limited to, breach of Card Brand Rules by Merchant or caused by Merchant, excessive fraud levels, or excessive Chargeback levels. 

“Fraud Control Tool” means a tool set which assigns a fraud score to Transactions indicating the likelihood of the Transaction being fraudulent and enables PSP and/or its Partners (on behalf of Merchant) to automatically reject or suspend the Transaction based on threshold values set on behalf of Merchant. 

“Interchange System” means the computer hardware and software operated by and on behalf of the Card Brands for the routing, processing, and settlement of Transactions. 

“Issuer” means an institution that issues Payment Methods to the Cardholder and whose name appears on the Card or bank account statement as the Issuer or who enters into a contractual relationship with the Cardholder with respect to the Payment Method. 

“Merchant Products and Services” means the products and/or services which Merchant is selling and for which Transactions are processed. 

"Partner” means Processors, Acquirers and other entities providing products and/or services to PSP with respect to the Payment Services. 

“Payment Details” means the information that makes up a Transaction message which needs to be submitted to enable the processing of the Transaction and to perform fraud checks, including details regarding the Card (such as Card number, security code, expiration date, PIN), the Customer (such as name, zip code), relevant authentication details and the payment amount. 

“Payment Method” means the method of enabling payments by Customers to Merchant such as Cards, online and offline bank transfers and direct debits offered by the Card Brands.  

“Payment Services Provider” means Quilt, LLC. 

“Payment Services Terms” means all provisions, terms and conditions set forth herein and in any schedules, exhibits, and appendices attached hereto, all of which are incorporated herein by reference, as they may be amended from time to time. 

“Processor” means the entity or entities identified as the Processor in your Processor Ts&Cs. 

“Processor Ts&Cs” means the applicable Processor’s terms and conditions related to the Payment Services. 

“Refund” means a partial or full reversal of a particular Transaction on the initiative or request of Merchant, whereby Transaction funds are reimbursed to the Customer. 

“Security Standards” means all rules, regulations, standards or guidelines adopted or required by us, our Partners, the Card Brands, or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Details, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”), the Payment Card Industry’s Payment Application Data Security Standard, Visa’s Cardholder Information Security Program, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program, Visa’s Payment Application Best Practices, MasterCard’s Terminal Security program, and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. 

“Settlement” means the payment of amounts owed to Merchant with respect to settlements received by Processor from Acquirer or Card Brands for Transactions validly processed for Merchant, minus amounts for Refunds, Chargebacks, Fees and other amounts PSP may deduct or cause to be deducted including, without limitation, any Reserve amount. “Settle” and “Settled” shall have the corresponding meanings. 

“Settlement Account” means the bank account identified by Merchant during the application process or thereafter as the account into which Settlement payments are to be deposited. 

“Software” means the collective set of programs and data developed and/or operated by PSP or its Partners as needed to provide the PSP Platform and Payment Services to Merchants. 

"Taxes" means any value added taxes, goods and services tax, sales tax, turnover and other taxes or levies including penalties, interests, surcharges due on any product or service of Merchant (including but not limited to any Transactions and/or Merchant Products and Services) and all costs or damages related to such Taxes. 

“Transaction” means an Authorization request of a Customer (and Capture if applicable) for a payment from the Customer to Merchant submitted by Merchant via the PSP Platform for a particular purchase of Merchant Products and Services. 

2.  Merchant Registration and KYC Check   

Merchant must, as part of the Order Form process, thereafter on an ongoing basis, and within 3 days of PSP’s request, provide PSP with requested information about itself and its activities including, without limitation, the current address of each of  Merchant’s offices, each Merchant “dba”, a complete description of and its ability to provide the Merchant Products and Services, financial information, owner information and such other information as PSP may reasonably determine is needed (collectively, the “Registration Information”) in order to facilitate compliance with applicable laws and regulations as well as Card Brand and Know Your Customer (KYC) requirements. Merchant represents and warrants unconditionally that all Registration Information it provides initially and thereafter is correct, complete, and up to date and hereby authorizes PSP to share Registration Information with its Partners to obtain permission for access to the Payment Services and other Financial Services Merchant may opt into or request from time to time. Merchant will provide PSP with at least 30 Business Days prior written notice of any change in the Registration Information. Merchant agrees that PSP may run further checks on Merchant’s identity, creditworthiness, and background by contacting and consulting relevant registries, government authorities, and other third parties. PSP will collect and process Merchant’s Registration Information in accordance with PSP’s Privacy Policy.  

3.  Compliance   

Merchant agrees to comply and will adopt adequate technical and procedural measures to ensure compliance at all times with applicable laws and regulations, the Card Brand Rules, Security Standards, Processor Ts&Cs, and applicable requirements of our Partners, as such laws, rules, standards and requirements may be modified from time to time, and such other procedures as PSP and/or its Partners may from time to time require relating to the Payment Services. In the event of an inconsistency between any provision in these Payment Services Terms and the Card Brand Rules, the Card Brand Rules will govern. In the event of any inconsistency between these Payment Services Terms and the General Terms, these Payment Services Terms will govern. 

Each Card Brand has the right to enforce any provision of the applicable Card Brand Rules and to prohibit Merchant from engaging in any conduct the Card Brand deems could injure or create a risk of injury to the Card Brand, including injury to reputation, or that could adversely affect the integrity of the Interchange System or the Card Brand’s confidential information (as defined in the Card Brand Rules). Merchant shall not take any action that would interfere with this right. 

Merchant is responsible for regularly reviewing the current Card Brand Rules and relevant changes to laws applicable to its Merchant Products and Services and business practices to ensure its compliance therewith. Where Merchant finds the Card Brand Rules (including Fine possibility) to be unacceptable, Merchant is free to stop using the relevant Payment Method. In the event Merchant ceases using a Payment Method, the Card Brand Rules, these Payment Services Terms, and the Processor Ts&Cs remain applicable to previously processed Transactions related to such Payment Method. Regardless of whether PSP or its Partners make extracts and summaries of the Card Brand Rules available to Merchant, the entirety of the then current applicable Card Brand Rules as issued by the relevant Card Brand are fully binding on Merchant. 

4.   Bona Fide Transactions   

Merchant shall not submit any Transaction that is not a bona fide Transaction. A “bona fide” Transaction is one that (i) is between Merchant and its Customer; (ii) is for the sale of Merchant Products and Services that Merchant sells itself (or a Refund for such a sale); (iii) is submitted on behalf of Merchant (and not on behalf of any third party); (iv) is legal, authorized by the Customer, non-fraudulent or otherwise damaging to the Card Brand(s); and (v) to the Merchant’s knowledge, is enforceable, collectible, and in full compliance with these Payment Services Terms, applicable law, and the Card Brand Rules. Merchant may not resell the Payment Services to third parties. Merchant will not use the Payment Services to handle, process, or transmit funds for any third party. Merchant shall only use the Payment Services in the pursuit of its trade, business, craft or profession.  

At the time Merchant accepts a Card for any Transaction, the Merchant Products and Services shall have been provided or shipped or the services actually rendered to the Customer, except as specifically stated otherwise in Merchant’s Order Form or otherwise approved in writing by PSP in advance. 

Merchant will clearly and conspicuously inform the Customer of Merchant’s identity at all points of interaction. Merchant shall use the Payment Services only for the purposes as agreed herein and shall not perform or allow to be performed any action detrimental to the security or performance of the Payment Services without PSP’s prior written consent. 

5.  Authorization   

Merchant is required to obtain an Authorization in accordance with these Payment Services Terms for each Transaction conducted through the Payment Services. PSP reserves the right to refuse to process any Transaction and/or Payment Details presented by Merchant unless it includes a proper Authorization. 

6.   Existing Debt   

Merchant shall not submit a Transaction for any purpose other than a current Transaction.  Transactions shall not represent the collection of a dishonored check or the collection, transfer, or refinancing of any existing or prior debt or obligation. Merchant shall not attempt to recharge a Customer for an item that has been the subject of a Chargeback by the Customer, even with the Customer’s consent.  

7.  Cash Advances   

Merchant shall not disburse or advance any cash (i) to a Customer (except as authorized by the Card Brand Rules); or (ii) to itself or any of its employees, agents, or other representatives in connection with a Transaction.  

8.  Transaction Thresholds; Surcharges; Split Transactions   

Except as expressly permitted by law, Merchant shall not (i) set a dollar amount above or below which Merchant refuses to honor Cards; or (ii) impose or require Customer to pay any fee or charge (including, without limitation, any surcharge, finance charge, or any of the fees payable by Merchant) in connection with or as a condition of the use or acceptance of a Card, except in conjunction with a program offered by PSP.  

9.  Equal Treatment for Card Brands   

Merchant shall not engage in any practice that unfavorably discriminates against or provides unequal treatment of any Card Brand relative to any other Card Brand, unless expressly permitted by the Card Brand Rules. 

10.  Installment Plans   

Merchant shall not accept Cards in connection with installment plans unless such installment plans are in full compliance with the Card Brand Rules.   

11.  Receipts   

Merchant will make an electronic or paper receipt available to Customers by giving Customers the option to receive a receipt. However, a receipt must be provided if you have a return, refund or exchange policy or you require a receipt for a return or refund. 

12.  Fees, Funding Model and Fees Payment   

Merchant agrees to pay PSP the fees, charges and other amounts itemized on the Order Form for the Payment Services and all applicable excise, sales, use, or other taxes, fees, or charges applicable to the Payment Services, as they may be modified from time to time by PSP in its sole discretion as set forth herein (collectively, “Fees”). Merchant hereby authorizes PSP to cause all Fees owed by Merchant to PSP to be withheld from Merchant’s Settlements and to cause such withheld sums to be immediately paid directly to PSP (“Net Funding Model”). Any process other than the Net Funding Model must be agreed to by us and you in writing.  

In the event Settlements are insufficient to pay Fees due from Merchant to PSP, PSP may deduct, or cause its Partners to deduct, unpaid amounts from the Reserve and, additionally, Merchant hereby authorizes PSP to collect Fees and other amounts due to PSP using any of the methods described in Section 6 of the General Terms including, without limitation, to debit any unpaid amounts from Merchant’s Settlement Account. If such debits and other actions are insufficient to satisfy any amounts owed by Merchant to PSP, then Merchant shall pay all outstanding amounts due to PSP within 3 Business Days of PSP’s issuance of an invoice to Merchant for the amounts due.  

We reserve the right to change and/or add Fees with reasonable advance notice to Merchant via the PSP Platform, your Account, or email. Your continued use of the Payment Services following the effective date of the change or addition constitutes your agreement to the change in Fees. Fees are not refundable. 

13.  Card Brand Logos   

Merchant is authorized to use the Card Brand logos or marks (“Marks”) only on Merchant’s promotional materials and website to indicate that Card Brand Cards are accepted as funding sources for Transactions. PSP may require any changes to Merchant’s website or otherwise that PSP deems necessary or appropriate with regard to Merchant’s use of the Marks.  

Merchant acknowledges and agrees that the Card Brands are the sole and exclusive owners of their Marks and Merchant will not contest the ownership of the Marks for any reason. The Card Brands may at any time, immediately and without advance notice, prohibit Merchant from using any of the Marks for any reason. Merchant’s use or display of any Mark will terminate effective with the termination of these Payment Services Terms or upon notification by a Card Brand to discontinue such use or display, whichever is earlier. 

14.  Payment Terminals   

Merchants using payment terminals to process point of sale (“POS”) Transactions must: 

• Use payment terminals provided by PSP, and such use shall comply with all documentation and training provided to Merchant; 
• Ensure that the payment terminal is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner;
• Make no alteration to the payment terminal and not remove any component(s) from the payment terminal without the prior written consent of PSP;
• Permit PSP or its duly authorized representative to inspect the payment terminal at all reasonable times, subject to reasonable notice and during reasonable working hours at the relevant location;
• Not, without the prior written consent of PSP, allow any third party to use the payment terminal or submit POS Transactions via the payment terminal on behalf of a third party. The payment terminal may only be used by Merchant to submit POS Transactions to PSP in its own name and for the business it registered for when entering into the Agreement;
• Comply with PCI DSS security requirements imposed by the Card Brands in handling and using payment terminals and on PSP’s request fill out Self-Assessment Questionnaires (“SAQs”) prescribed by the Card Brands under applicable PCI DSS regulations to confirm such compliance;  
• Follow the Card Brand Rules in operating the payment terminals to submit POS Transactions; and
• Not use the payment terminals for any purposes following termination of these Payment Services Terms.  

15.  Payment Method Support   

Merchant understands and agrees that supported Payment Methods offered as part of the Payment Services may change from time to time. When this occurs we may, via the PSP Platform or otherwise, block you from further use of a Payment Method or impose additional restrictions or conditions on its continued use. 

16.  Fraud Control   

Screening Transactions for possible fraud will be offered by PSP as an additional product with applicable fees. Nevertheless, such screening does not guarantee the prevention of fraudulent Transactions, nor does it guarantee against possible Chargebacks or Fines. Regardless of the use of the Fraud Control Tool, Merchant bears the risk that Transactions may be fraudulent. In addition to possible rejection of a Transaction by the Fraud Control Tool, PSP reserves the right to cancel Transactions we reasonably suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction. 

17.  Settlements    

Validly processed Transactions will be settled into the Settlement Account, subject to Fees and other amounts being withheld as described in these Payment Services Terms. PSP is the creditor with respect to any such withheld amounts.  

Merchant is responsible for providing PSP with Merchant’s Settlement instructions during the on-boarding process, and thereafter for any changes, via the PSP Platform or other written communication with PSP. PSP has no obligation to, and will not, review Merchant’s Settlement instructions for accuracy or completeness. Merchant hereby represents and warrants that such instructions are accurate, complete, and current, and PSP is authorized to rely on such instructions. Merchant’s Settlement instructions will be binding on Merchant, and Merchant hereby authorizes PSP to deliver Merchant’s Settlement instructions to Partners as necessary to facilitate Settlement.   

PSP reserves the right to withhold, or cause its Partners to withhold, Settlement of Transactions if they are Captured but suspected to be fraudulent, related to illegal activities, are subject to refund, or are likely to become subject to a Chargeback until satisfactory completion of investigation by PSP, its Partners, Card Brands, or a third party nominated by any of these parties. Merchant will give its full cooperation to any such investigation. No interest will be due on such held amounts. 

18.  Settlement Delay and Reserve   

Merchant agrees that PSP may, or may cause its Partners to, at any time temporarily suspend or delay payment of Settlements and withhold from Settlements a designated amount (a “Reserve”) to secure the performance of Merchant’s obligations under these Payment Services Terms. PSP may require a Reserve for any reason related to your use of the Payment Services. The Reserve will be in an amount as reasonably determined by PSP, in its sole discretion, to cover potential losses to PSP related to your use of the Payment Services. The Reserve may be increased, reduced or removed at any time by PSP, in its sole discretion, based on factors including, but not limited to, Chargeback levels, Transaction levels, Fees, payment history, a credit review, the amount of any arbitration award or court judgment against you in PSP’s favor, or otherwise as PSP may determine or require.  

At any time PSP determines, in its sole discretion, that you do not have sufficient funds in your Reserve, you authorize PSP (i) to fund, or cause its Partners to fund, the Reserve from your Settlements; (ii) to debit, or cause its Partners to debit, amounts needed for the Reserve from your Settlement Account and/or any other bank account provided to PSP as part of the application process or thereafter; and/or (iii) to fund, or cause its  Partners to fund, the Reserve from any other funding source associated with your use of the Payment Services as more fully described in Section 6 of the General Terms.  

Merchant grants PSP a security interest in and lien on any and all funds held in any Reserve, and also authorizes PSP to make, or cause its Partners to make, any withdrawals or debits from the Reserve or any bank account provided to PSP as part of the application process or thereafter, without prior notice to Merchant, to collect amounts that you owe us. Merchant agrees to execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as there are funds in your Reserve. 

19.  Prohibited Products and Services List   

Merchant may use the Payment Services only for payment of those Merchant Products and Services which Merchant agreed with PSP will be offered through the PSP Platform. Merchant shall not use the Payment Services for the payment of Merchant Products and Services (i) which violate any Card Brand Rule, (ii) which are identified in PSP’s Prohibited and Restricted Industries, Products and Services List,(except for products or services in the “restricted” category where an express waiver is agreed to by PSP), or (iii) where it is illegal to offer or provide the Merchant Products or Services to or from the relevant country, state or other local jurisdictions.  This list may be updated in PSP’s discretion and/or where needed to ensure legal compliance, compliance to Card Brand Rules or Partner requirements, to prevent high levels of Chargebacks and/or to reduce exposure to potentially fraudulent or illegal transactions. Merchant is responsible for periodically reviewing PSP’s Prohibited and Restricted Industries, Products and Services List. Any change therein will be effective as of the date posted to our Website.  Where a published change affects a significant portion of the Merchant Products and Services, Merchant may terminate the Payment Services Terms by giving written notice to PSP.  

20.  Fines   

Merchant shall be fully liable for all Fines levied against PSP and/or any of its Partners as a direct or indirect result of Merchant’s acts or omissions and/or use of the Payment Services including, without limitation (i) any violation of applicable laws or regulations or the Card Brand Rules by Merchant; (ii) Transactions processed or presented for processing by Merchant; and (iii) any other acts or omissions of Merchant, its employees, agents, or representatives. PSP may recoup, or cause its Partners to recoup on PSP’s behalf, the amount of any Fines or penalties listed in the Fees schedule or assessed by a third party from your Settlements, any Reserve, or any other proceeds due to you or by pursuing any Payment Method described in Section 6 of the General Terms which includes, without limitation, debiting such unpaid amounts from Merchant’s Settlement Account. We are also entitled to pursue all other legal and equitable remedies available to us to collect amounts owed to PSP by you. Where PSP becomes aware of and/or receives any notice of a potential exposure to a Fine related to any Merchant behavior, Merchant will on first request provide all reasonable co-operation to help investigate the relevant circumstances and remedy the violation, notwithstanding all other rights and remedies of PSP in such situation per these Payment Services Terms.  

21.  Chargebacks and Chargeback Liability    

The amount of a Transaction may be charged back to Merchant if: (i) it is disputed by a Customer; (ii) it is reversed for any reason; (iii) it was not authorized or PSP has any reason to believe it was not authorized; or (iv) it is unlawful, suspicious, or in violation of the terms of these Payment Services Terms, the Card Brand Rules or Partner requirements.  Merchant has full liability for the amount of any and all Chargebacks (and may have conditional liability for such Chargebacks prior to their final adjudication pursuant to the Card Brand Rules), regardless of whether the Chargeback complies with the Card Brand Rules. Merchant shall take all reasonable steps to ensure that Merchant Products and Services are actually delivered in accordance with applicable laws and orders placed by the Customer and shall take all other reasonable actions to resolve disputes with Customers and avoid any Chargebacks. Should a Chargeback dispute occur, Merchant shall promptly comply with all requests for information from PSP.  

PSP may recoup, or cause its Partners to recoup on PSP’s behalf, the amount of any Chargeback and associated Fees, Fines, or penalties from your Settlements, Settlement Account, any Reserve, or any other proceeds due to you or by pursuing any other Payment Method described in these Payment Services Terms or in Section 6 of the General Terms.  We are also entitled to pursue all other legal and equitable remedies available to us to collect Chargeback amounts and associated Fees, Fines, or penalties owed to PSP by Merchant. If Merchant has pending Chargebacks, PSP may delay, or cause its Partners to delay, Settlements. Further, if we reasonably believe that a Chargeback is likely with respect to any Transaction, PSP may withhold, or cause its Partner to withhold, the amount of the potential Chargeback from payments otherwise due to you until such time as: (i) a Chargeback is assessed due to a Customer complaint, in which case we will retain the funds if PSP is required to cover the Chargeback; (ii) the period of time under applicable law or regulation by which your Customer may dispute that the Transaction has expired; or (iii) we determine that a Chargeback on the Transaction will not occur. If PSP is unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including legal fees, incurred by us for the collection of all amounts unpaid by you whether for Chargebacks, Fees, Fines, penalties or any other amounts due by Merchant to PSP under these Payment Services Terms.  

If PSP determines, in its sole and exclusive discretion, that Merchant is or is at risk of incurring an excessive amount of Chargebacks, related fees, Fines, penalties or other losses, PSP  may establish, or cause its Partners to establish, controls or conditions governing Merchant’s use of the Payment Services, including without limitation, by: (i) assessing Merchant additional fees; (ii) creating or increasing the Reserve in an amount reasonably determined by PSP to cover anticipated Fines, penalties, unpaid Fees, Chargebacks, and other losses; (iii) delaying Transaction Settlement payments; and (iv) terminating or suspending Merchant’s access to the Payment Services.  

Merchant shall assist, at its expense, in the investigation of any and all Chargebacks or other actual or potential Transaction disputes and shall timely provide such information to PSP as PSP may request. To that end, you permit us to share information about a Chargeback with the Customer, the Customer’s financial institution, your financial institution, and others as necessary in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release corresponding Reserve funds to you less any related amounts due to PSP. You acknowledge that your failure to assist us in a timely manner when investigating a Transaction, including providing necessary documentation within 5 days of our initial request, or sooner if required by PSP, may result in an irreversible Chargeback. PSP reserves the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes. Merchant may not transfer or attempt to transfer its financial liability by asking or requiring a Customer to waive their dispute right. 

22.  Authorization to Instruct Processor   

In each of the instances in these Payment Services Terms where PSP has the right to cause certain events to occur or actions to be taken, Merchant expressly agrees PSP has the authority to take the steps necessary to exercise such right including, without limitation, instructing Processor to cause such events to occur or take such actions on PSP’s behalf. 

23.  Taxes   

Merchant shall not add any Taxes to Transactions unless applicable law expressly allows or requires Merchant to impose such Taxes. If any Taxes are allowed, such amounts shall be included in the Transaction and shall not be collected separately. Merchant has the exclusive responsibility to calculate, charge, collect and remit state and other Taxes applicable to Merchant Products and Services sales.  Merchant shall (i) apply all reasonable efforts to ensure that none of PSP or its Partners can be held liable for any Taxes, costs or damages related to such Taxes; (ii) promptly inform PSP of any such liability; and (iii) provide PSP with all relevant information and documentation in that respect.  

PSP or it Partners may have tax reporting responsibilities in connection with the Payment Services such as an Internal Revenue Service Form 1099-K. Therefore, upon request, Merchant shall provide PSP with the appropriate taxpayer information. PSP may, in accordance with applicable law and from time to time during the term of these Payment Services Terms, request Merchant to recertify its taxpayer information hereunder. Merchant shall be responsible for any penalties accruing based on the actions or inactions of Merchant despite reasonable requests and/or notices from PSP and/or its Partners. 

24.  Security Interest and Right of Setoff  

To the extent permitted by applicable law, you grant us a security interest in, as well as setoff rights against, and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due by Merchant to PSP under these Payment Services Terms, all of your right, title, and interest in and to all of your Settlement Proceeds, any other amounts due to Merchant, and the Reserve.  

Without prejudice to any right to setoff which we may be entitled to as a matter of law, PSP shall have the right, and you authorize PSP, without presentation, demand, protest, notice of dishonor, or other notice of any kind, all of which are expressly waived by you, to take any of the following actions or to cause such actions to be taken on its behalf: (i) setoff any amounts or other liabilities owed to PSP by Merchant under or in connection with these Payment Services Terms  (regardless of whether such obligation is contingent, matured, or unmatured) against any amounts due to Merchant from Processor, now or at any time in the future; or (ii) administratively freeze or direct any third party holding Settlements or the Reserve to freeze all such accounts to allow PSP to protect its security interest, collection, charge and setoff rights as provided for in this Section.  

25.  Use of Payment Details   

Merchant shall not copy, capture or intercept Payment Details that are provided by the Customer for payments to be processed via the Payment Services. This rule is strictly enforced by the Card Brands, and violation of the rule will result in high Fines being assessed. Additionally, Merchant shall not request or use any Payment Details for any purpose except to process payment for Merchant Products and Services or to provide a Refund for Merchant Products and Services previously sold, unless required by the Card Brand Rules. Merchant agrees that (i) it will not use Payment Details for any purpose that it knows or should know to be fraudulent or in violation of any Card Brand Rules; (ii) it will not sell, purchase, provide or exchange in any manner or disclose Payment Details to anyone other than PSP, its Partners, or any Card Brand, or in response to a government request; and (iii) it will be compliant with the Security Standards, including PCI DSS, and will cooperate in a forensic investigation if so required. If PSP has reason to believe Merchant is copying, capturing, intercepting or misusing Payment Details, PSP has the right to suspend Merchant’s access to the PSP Platform and/or to suspend, or cause its Partners to suspend, the processing of Transactions and Settlement.  

26.  Responsibility for Merchant Products and Services and Customer Service  

Merchant is solely responsible for its Merchant Products and Services and all related customer service issues including pricing, order fulfillment, order cancellation by Merchant or the Customer, returns, Refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with Merchant personnel, policies or processes.  Merchant shall post its customer service telephone number on its website. Merchant is responsible for all actions of its employees, agents and representatives with respect to customer service and otherwise. 

Merchant represents and warrants that it has all necessary licenses, permits and authorizations from the local, state, federal or other government agencies as necessary to sell any products or services for which it processes payment transactions through PSP. Further, Merchant represents and warrants that it performs all customer verifications including, without limitation, any applicable age verifications and other procedures required by the laws, rules and regulations which govern Merchant’s business and the sale of Merchant Products and Services. Merchant also agrees that it will submit any and all relevant licenses, permits and authorizations for review by the PSP within 5 business days of PSP’s request. PSP’s acceptance of Merchant should not be interpreted as advice or an opinion from PSP as to the legality of Merchant Products and Services and/or of Merchant’s intended use of the Payment Services with respect to such products and services.  

27.  Customer Refunds and Returns  

Merchant’s refund policies must be the same for all Payment Methods. Merchant agrees to process returns and provide Refunds and adjustments for Merchant Products and Services in accordance with these Payment Services Terms and the Card Brand Rules.  The Card Brand Rules require that Merchant will: (i) maintain a fair return, cancellation or adjustment policy; (ii) clearly disclose Merchant return or cancellation policy to Customers at the time of purchase; (iii) not give cash refunds to a Customer in connection with a Transaction, unless required by law; and (iv) not accept cash or any other item of value for preparing a Transaction refund.  If Merchant limits refund or exchange terms, proper disclosure would include wording that is prominently displayed such as “NO REFUND, EXCHANGE ONLY” and includes any special terms. Be aware that limiting your refund or exchange terms will not eliminate your exposure to a Chargeback and may not eliminate your liability for a Refund under consumer protection laws. Additionally, Card Brand Rules frequently allow the Customer to still dispute these items. 

Merchant represents and warrants that any Transaction to credit a Customer’s Card represents a Refund for a prior Transaction using the same Card. Merchant shall not submit any Refund Transaction: (i) that does not correlate to an original sales Transaction from the Customer; (ii) that exceeds the amount of the original sales Transaction, unless the excess represents the exact amount required to reimburse the Customer for shipping charges paid by the Customer to return merchandise; (iii) for returned Merchant Products and Services that were acquired in a cash purchase from Merchant; (iv) that would cause an overdraft; or (v) more than 3 days following either: (a) a regulatory requirement granting a Customer’s right to a Refund; or (b) a non-disputed Customer request. Merchant shall not accept any payment from a Customer as consideration for issuing a Refund. 

28.  Processor Ts&Cs 

Adyen 

Where your Processor is Adyen, upon acceptance of the Payment Services Terms, you confirm you have also read, understood, accepted and agree to be bound by Adyen for Platforms Terms and Conditions. 

If merchant was provided with Adyen payment terminal(s) then (i) return it to Adyen within 5 Business Days of termination, or (ii) destroy all payment terminals itself (at its own cost) within 3 Business Days of termination in accordance with the applicable rules and regulations, including those imposed by Card Brands, Security Standards, and the Payment Terminal manufacturer. If Merchant elects to destroy the payment terminals itself, Merchant shall deliver a signed certificate to PSP confirming proper destruction of all payment terminals used in conjunction with the Payment Services within 2 Business Days following such destruction 

29.  Audit Rights   

With prior notice and during Merchant’s normal business hours, PSP’s duly authorized representatives may visit Merchant’s business premises and examine Merchant’s books and records that pertain to Merchant’s Transactions and/or Merchant’s compliance with these Payment Services Terms. 

30.  Privacy  

Merchant will comply with the personal data protection laws for the Merchant’s country of origin (and any applicable state or provincial jurisdiction) and of those countries in which the Merchant offers its Merchant Products and Services from time to time, in particular when processing and sending personal data in the context of using the Payment Services and submitting Transactions. Merchant shall implement appropriate measures to protect personal data against misuse.  

31.  Notice Requirements for Change in Merchant Business   

In addition to any other notice obligations set forth herein, Merchant shall provide PSP at least 30 days’ prior written notice of its intent to change its trade name, its Merchant Products and Services, or the manner in which it accepts Payment Methods. If PSP determines such a change is material to its relationship with Merchant, PSP may refuse to process Transactions submitted subsequent to the change or terminate this Agreement on notice to Merchant. Merchant will also provide PSP with prompt (no more than 1 Business Day) written notice (i) of any adverse change in Merchant’s financial condition; (ii) of any planned or anticipated liquidation or substantial change in the basic nature of Merchant’s business; (iii) of any transfer or sale of a substantial part (25% or more in value) of Merchant’s total assets; (iv) if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; or (v) of any change in the control or ownership (25% or more of the ownership interests ) of Merchant or Merchant’s parent (unless Merchant or Merchant’s parent is a corporation whose shares are listed on a national securities exchange or on the over-the-counter market). Merchant will also notify PSP of any warrant of attachment, judgment, writ, execution or levy against any substantial part (25% or more in value) of Merchant’s total assets not later than 1 Business Day after Merchant becomes aware of any such warrant of attachment, judgment, writ, execution or levy.  

32.  Duration   

These Payment Services Terms are effective on the earlier of the date Merchant agrees to them by electronically indicating acceptance or the date Merchant first accesses or uses the Payment Services and, unless otherwise agreed in writing, continue for an indefinite period until terminated pursuant to the provisions herein.  

33.  Termination   

Either party may terminate these Payment Services Terms by giving at least 2 months’ written notice to the other party. Such notices may be given via the PSP Platform or otherwise in writing including by email. Notwithstanding the foregoing or any other term herein to the contrary, any termination of the Processor Ts&Cs or the Agreement Merchant has entered into with PSP for the use of the PSP Platform shall operate to concurrently and automatically terminate these Payment Services Terms. Further, these Payment Services Terms shall automatically and immediately terminate if PSP’s or PSP’s parent company’s registration with the Card Brands is terminated, Acquirer ceases to be an Acquirer for any reason, or Acquirer fails to have a valid license with the applicable Card Brands to use any Mark accepted by Merchant. 

In addition to the termination rights set forth above of elsewhere herein, PSP may terminate these Payment Services Terms, cause Transaction processing to cease, stop Settlement of Transactions for Merchant, and/or suspend Merchant’s access to and use of the Payment Services immediately, in part or in whole if: 

• PSP reasonably suspects that the provision of Merchant Products and Services for which the Payment Services are provided violates legislation in the country where such Merchant Products and Services are offered from or to; 
• Merchant has materially changed the type of Merchant Products and Services it offers without obtaining PSP’s prior written permission to use the Payment Services for such new or changed Merchant Products and Services; 
• Merchant fails in any material respect in performance or observance of any term, covenant, condition, or agreement contained in these Payment Services Terms, including, without limitation, the funding or establishing of any Reserve which PSP may require; 
• irregular Transactions by Merchant, excessive Chargebacks, or any other circumstances, in PSP’s discretion, that increase PSP’s exposure for Chargebacks or otherwise present an unreasonable anticipated financial, reputational, or legal risk to PSP or its Partners; 
• Merchant is deemed to be engaged in fraudulent or otherwise wrongful activity by PSP at its discretion; 
• a case or other proceeding is commenced by or against Merchant in any court of competent jurisdiction seeking relief under the bankruptcy code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of or for Merchant, or of or for all or any substantial part of the assets, domestic or foreign, of Merchant, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding against Merchant (including, without limitation, an order for relief under the bankruptcy code) shall be entered; 
• Any Partner or any Card Brand directs PSP to stop or suspend providing Payment Services to Merchant or it is no longer willing to accept Merchant’s Transactions; 
• PSP reasonably suspects that Merchant is or is likely to become insolvent and/or unable to timely provide a material part of the Merchant Products and Services;  
• Merchant or any person owning or controlling Merchant’s business is listed in 1 or more databases of terminated or high risk Merchants maintained by the Card Brands; 
• Merchant engages in conduct that creates or could tend to create harm or loss to the goodwill of PSP, its Partners or any Card Brand or which otherwise may impose undue risk of harm to PSP, any of its Partners or any Card Brand; 
• the Agreement Merchant has entered into with PSP for the use of the PSP Platform has been terminated or has otherwise expired and/or an event permitting a termination by PSP under such Agreement occurs; or 
• the relationship between PSP and one or more of its Partners used for serving Merchant terminates.  

34.  WARRANTY DISCLAIMERS  

FOR CLARITY, THE WARRANTY DISCLAIMERS IN SECTION 8 OF THE GENERAL TERMS SHALL APPLY TO THE PAYMENT SERVICES.  

35.  LIMITATION OF LIABILITY  

Without limiting the Limitation of Liability provisions at Section 9 of the General Terms, all of which apply to the Payment Services, the following clarifications and limitations shall also apply to the Payment Services. PSP shall only be liable for its own acts or omissions and not for any acts or omissions of third parties. This exclusion expressly applies to acts or omissions of Card Brands and Partners and for events or activities originating outside the systems of PSP (such as internet disturbances or malfunctions in third party systems), except in case such events were caused by the intentional wrongdoing or gross negligence of PSP.  

By way of example and not as a limitation, PSP shall not be liable for, and Merchant expressly releases PSP from, all liability, damages, costs, losses and expenses arising directly or indirectly from:  

Any change in the supported Payment Methods; 

Any Partner’s failure to perform any its obligations under related Processor Ts&Cs including, without limitation, its failure to timely and accurately deliver Settlement proceeds to Merchant; 

PSP’s or any Partner’s failure, either through the Fraud Control Tool or independently, to identify and block fraudulent Transactions or Transactions involving other criminal activities; and 

Late or non-performance, insolvency or bankruptcy of any Partner or Card Brand due to which Merchant receives late Settlement, partial Settlement, or no Settlement at all for processed Transactions or Merchant incurs other harm. 

36.  Indemnification   

If any claims for damages, costs and expenses are asserted against Merchant by third parties alleging that these third parties are the owner of any rights regarding the Software and/or systems of PSP, PSP shall indemnify Merchant without delay from these third party claims, including Merchant’s reasonable costs of its legal defense, and offer Merchant the necessary assistance in its legal defense.  

In addition to Merchant’s indemnification obligations at Section 11 and elsewhere in the General Terms, Merchant shall indemnify and hold PSP, our parent, subsidiaries, affiliates, officers, managers, directors, shareholders, members, employees, agents and representatives  harmless from and against all claims, losses, liabilities, damages, penalties, judgments, Taxes, and expenses (including, without limitation, collection and attorneys’ fees)  arising out of or in connection with: (i) breach of any warranty, covenant or agreement or any misrepresentation by Merchant under these Payment Services Terms or the Processor Ts&Cs; (ii) violation of any applicable laws and/or the Card Brand Rules applying to Merchant and/or the Payment Methods used by Merchant; (iii) Merchant’s, or its employees’, agents’, or representatives’ negligence or willful misconduct; (iv) Merchant’s, or its employees’, agents’, or representatives’ acts or omissions in connection with Transactions, Customer disputes, Customer service related issues, Merchant’s business or operations, or otherwise arising from Merchant’s provision of Merchant Products and Services to Customers; (v) Merchant’s use of the Payment Services; or (vi) any third party indemnifications PSP is obligated to make, or liabilities or other obligations PSP may incur, as a result of Merchant’s acts or omissions (including, without limitation, indemnifications of or liabilities to, any Partner or Card Brand or Issuer). For clarity, Merchant’s indemnification obligations expressly include, but are not limited to, claims by Card Brands or Partners for payments of Fines and any other sums withheld from amounts otherwise due to PSP as a result of Merchant’s acts, omissions, liabilities and obligations. 

37.  General Provisions 

Acceptance of Processor Ts&Cs.  Your use of the Payment Services is conditioned on you being approved by Processor and shall be subject to you agreeing to the Processor Ts&Cs.  

Section Headings.  The section headings are for convenience only and do not define, limit, or describe the scope or intent of these Payment Services Terms. 

Assignment.  PSP is entitled to, at any time, assign, novate or otherwise transfer the Payment Services Terms to a third party, without the prior consent of Merchant. Merchant shall not assign or transfer its rights or delegate its responsibilities under these Payment Services Terms without PSP’s prior written consent. Failure to obtain our consent may result in a termination of these Payment Services Terms. Any permitted assignee or successor entity must provide such additional information and execute such additional documentation or take any further actions as PSP may request in order to ensure continued processing of Transactions in accordance with these Payment Services Terms.  

Null Provisions.  In the event any provision in these Payment Services Terms is determined to be invalid or unenforceable under any law, rule, or regulation, including any Card Brand Rule, such determination will not affect the validity or enforceability of any other provision of these Payment Services Terms. The parties shall take all steps to eliminate the provision declared invalid or unenforceable and to replace the same with a provision approaching, insofar as possible, the economic objective of the eliminated provision. 

Amendment.  Except as otherwise set forth herein, PSP may revise these Payment Services Terms from time to time by posting a revised version on our Website. Revisions will be effective as of the date posted. You are responsible for reviewing the Payment Services Terms on a regular basis. Your continued use of the Payment Services after the posting of a revised version of the Payment Services Terms constitutes your acceptance of such revisions.  

Notices.  Written notice to the other party may be delivered by the methods set forth in Section 13 of the General Terms.  

Force Majeure.  Merchant is not excused from its obligations and liabilities for Chargebacks, Refunds, or unfulfilled purchases or Merchant Products and Services due to failure or malfunction of your equipment, disruptions of Internet protocol (“IP”) service through intermediate carriers other than us, any acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, pandemics, power failure, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority. 

Survival.  In addition to the General Terms provisions that survive termination, those provisions herein which, by their nature, are intended to survive termination of these Payment Terms of Service (including, without limitation, Fees payment obligations, Taxes obligations, Reserve provisions, Chargeback liability and collection rights, setoff rights, responsibility for Merchant Products and Services and Customer service, indemnification obligations and limitations of liability) shall survive any such termination. 

Contact Information for PSP.  Questions and concerns can be addressed to PSP at: 

3021 Griffith St Charlotte, NC 28203
8777273548
info@posnation.com

38. Payments Services Hardware Terms Of Service

These Payments Services Hardware Terms of Service apply to hardware you purchase from POS Nation (“Hardware”) and are part of and are incorporated into your Agreement with us as more specifically described in the Payments Services Terms. POS Nation may also be referred to herein as “we”, “us”, or “our”. Undefined capitalized terms have the meaning given to them in the General Terms.

1.  Availability

Even though we make commercially reasonable efforts to maintain adequate stock of all Hardware units, from time to time we may be unable to fulfill your Hardware order due to supply shortages or other reasons. Also, there may be occasions when we confirm your order but subsequently determine we are unable to supply your Hardware. Therefore, we reserve the right at any time and in our sole discretion to limit or change quantities available for purchase and/or to cancel your order. If we cancel your order, we will fully refund any associated purchase price you have paid.

2.  Shipping

We will ship Hardware using a carrier of our choice. Your Order Form will show the Hardware price and applicable shipping fees for which you will be responsible. Please allow 1-2 business days for processing your order before it is ready for shipment. We will make commercially reasonable efforts to facilitate the timely delivery of your order. Even though we try to meet your shipment and delivery dates, in the event of low Hardware inventory or other fulfillment issues, we may be unable to do so. These and other events beyond our control can also affect the delivery of the Hardware. Therefore, we are not liable for late shipment or delivery or any loss, damage, or penalty you incur from any delay in shipment or delivery. Title to the Hardware and risk of loss passes to you when the Hardware is delivered to you.

3.  Returns

If  you are not fully satisfied with your Hardware purchase, you may return your Hardware within 30 days of receipt so long as (i) the Hardware is in its original condition and repacked in its original packaging; (ii) you enclose the original packing slip; and (iii) you return all Hardware plus all accessories, cables, cords, chargers, parts and documentation that were included with the original purchase (collectively, the “Hardware Support Materials”) in their original condition. Provided you have met all of the conditions specified in this paragraph, we will refund your purchase price in full, excluding the shipping fees. Only Hardware purchased directly from us can be returned to us. 

4.  End User Customers

We sell and ship Hardware only to our customers located in the United States for their own use. You may not purchase Hardware for resale, and we reserve the right to refuse or cancel your order if we believe you are not our customer or you are reselling the Hardware or using it other than in connection with our Services. 

5.  Limited Warranty

We provide a limited warranty against defective materials and faulty workmanship in purchased Hardware for a period of 6 months from the original order date. During this warranty period, we will replace such defective Hardware at no cost to you, provided (i) you return the defective Hardware to us at the address we give you when you initiate a warranty-based return; (ii) the Hardware and all Hardware Support Materials are repacked in their original packaging; and (iii) you return the Hardware and Hardware Support Materials to us within 14 days of receiving your replacement Hardware. You will be asked to provide a payment card number to us when you initiate a warranty-based return. In the event you fail to return your defective Hardware in accordance with the process and in time frame specified above, we will charge the full price of the replacement Hardware and any Hardware Support Materials to either your Account (if there is a balance) or the card you provided when you initiated your warranty-based return, at our discretion. This limited warranty is only available to you as the original purchaser of the Hardware. Any sale or transfer of the Hardware voids the warranty coverage. To initiate a warranty-based return, contact POS Nation Support.

This limited warranty and our return policy do not apply to Hardware that has been subject to abuse, accident, alteration, fire, repair, tampering, misuse, acts of God (including, without limitation, earthquake, flood, hurricane, lightning, or tornado) or other external causes. This limited warranty does not apply to any consumable parts including but not limited to batteries, any software or any hardware you purchase from a third party. If you purchase hardware from a third party for use with our Services, please see the Third Party Hardware section in our General Terms. 

Except for the limited warranty and return policy described above, the Warranty Disclaimers and Limitation of Liability at Sections 8 and 9 of the General Terms shall apply to your purchase of any Hardware. 

PROHIBITED AND RESTRICTED BUSINESSES

Last Updated: August 20, 2024

Use of Payment Service Provider's services for any dealings, engagement, or sale of goods/services linked directly or indirectly with jurisdictions Payment Service Provider has deemed high risk, such as Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Russian Federation, and Luhansk Regions, is prohibited.

Prohibited Businesses

Illegal products and services

• Illegal drugs, substances designed to mimic illegal drugs, and equipment designed for making or using drugs
• Fake references and other services or products that foster deception
• Telecommunications manipulation equipment including jamming devices>
• 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
• Any other products or services that are in violation of law in the jurisdictions where your business is located or targeted to
• Decryption and descrambler products and services, devices designed to block, jam or interfere with cellular and personal communications

Products and services that infringe intellectual property rights

• Sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization
• Counterfeit products, replicas or designed infringements of them including products designed to circumvent IP
• Unauthorized sale of brand name or designer products or services
• Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party
• Essay mills, paper mills where the intent is to falsely submit documents as their own work

Products and services that are unfair, predatory, or deceptive

• Pyramid selling, chain letters or other financial scams
• ‘Get rich quick’ schemes including: investment opportunities or other services that promise high rewards to mislead consumers; schemes that claim to offer high rewards for very little effort or up front work; sites that promise fast and easy money; businesses that make outrageous claims, use deceptive testimonials, use high-pressure upselling, and/or use fake testimonials; (with or without a written contract) offering unrealistic incentives/rewards as an inducement to purchase products or services but do not respond to any queries after the purchase
• No value added services including sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value
• Sales of online traffic or engagement
• Negative response marketing and telemarketing
• Predatory mortgage consulting, lending, credit repair and counseling services
• Predatory investment opportunities with no or low money down
• Remote technical support; mugshot publication or pay-to-remove sites; essay mills; chain letters; door-to-door sales
• Any other businesses that Payment Service Provider considers unfair, deceptive, or predatory towards consumers
• Business models that use ransom- or extortion like practices
• Data Pass

Adult content and services

• Pornography and other mature audience content (including literature, imagery and other media) depicting nudity or explicit sexual acts
• Adult services including prostitution, escorts, pay-per view, sexual massages, and adult live chat features
• Adult video stores
• Adult novelty stores
• Gentleman's clubs, topless bars, and strip clubs

Certain legal services

• Law firms collecting funds for purposes other than legal service fee payment
• Bankruptcy attorneys
• Bail bonds

Firearms, explosives and dangerous materials

• Guns, gunpowders, ammunitions, weapons, fireworks and other explosives
• Peptides, research chemicals, and other toxic, flammable and radioactive materials

Gambling

• Games of chance including gambling, internet gambling, sweepstakes and contests, fantasy sports leagues with for a monetary or material prize
• Sports forecasting or odds making with a monetary or material prize
• Lotteries
• Bidding fee auctions

Marijuana

• Cannabis products
• Cannabis dispensaries and related businesses
• Products containing any amount of CBD/THC

Financial Businesses

• Bearer share entities
• Binary options
• Independent or unlicensed financial advisors
• Payday loans, unsecured loans and loans originating from non FDIC insured banks
• Shell banks

Other

• Animals and wildlife products classified as endangered or protected
• Certain social media business (e.g. click farms)
• Hazardous materials, including but not limited to:
• Hydrofluoric acid
• Products containing cyanide
• Prohibited ozone-depleting substances (ODS)
• Nitric acid
• Peptides, research chemicals
• Bacteria cultures or other products containing E-coli or Escherichia coli
• Human body parts or bodily fluids (excluding hair and teeth)
• Intravenous therapy (e.g .IV drip bar, vitamin infusions, hang over cures)
• Mail order spouse or international match-making services
• Pawn shops
• Vape or e-cigarette products

Misuse of Payment Service Provider's products

• Use of Payment Service Provider's products with false, manipulated, inaccurate, or misleading information regarding your identity, business entity, the nature of business, and any other information requested by Payment Service Provider (you must inform us immediately of any changes to your personal and business information)
• Use of Payment Service Provider's products to facilitate transactions on behalf of another undisclosed merchant or for products/services that were not disclosed in the merchant's Payment Service Provider's account application
• Use of Payment Service Provider 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 where the business address of the merchant is outside of the jurisdiction of the acquiring Payment Service Provider's entity unless permitted under the card network rules
• Sharing cardholder information with another merchant for payment cross-sell products or services
• Use of Payment Service Provider's intellectual property without prior written consent from Payment Service Provider; use of the Payment Service Provider's name or logo including use of Payment Service Provider's trade or service marks inconsistent with the Payment Service Provider's Marks Usage Agreement, or in a manner that otherwise harms Payment Service Provider or the Payment Service Provider's brand; any action that implies an untrue endorsement by or affiliation with Payment Service Provider

E-SIGN CONSENT

Last Updated: August 20, 2024

POS Nation and Quilt, LLC (“we”, “us”, or “our”) may need to provide you with certain communications, notices, agreements, billing statements, or disclosures in writing (“Communications”) regarding our Services.  Where “you”, “your”, or “Merchant” is used herein, it means an individual or business that accesses or uses our Solutions. 

Your agreement to this E-sign Consent confirms your ability and consent to receive Communications electronically from us, our affiliates, and our third-party service providers, rather than in paper form, and to the use of electronic signatures in our relationship with you (“Consent”).  If you choose not to agree to this Consent or withdraw your consent, you may be restricted from using the Services.   

Undefined capitalized terms have the meaning given to them in the General Terms.  This Consent is part of and incorporated into your Agreement with us as more specifically described in the General Terms. 

1. Electronic Delivery of Communications and Use of Electronic Signatures 

Under this Consent, we may provide all Communications electronically by email, by text message, or by making them accessible via our websites or applications. Communications include, but are not limited to, (1) agreements and policies required to use the Services (including but not limited to: this Consent, our General Terms of Service, Software Terms of Service, Hardware Terms of Service, Website and Data Privacy Notice, Payment Services Terms, and Prohibited and Restricted Business), (2) payment authorizations and transaction receipts or confirmations, (3) account statements and history, (4) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you. 

2. Hardware and Software Requirements 

In order to access, view, sign and retain electronic Communications that we provides to you, you must have: 

• An up-to-date device (e.g., computer, tablet, or mobile phone) which has Internet access; 
• A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari or Edge; 
• A valid email account; 
• An operating system on your device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access our website using a supported browser, including any necessary software (e.g., Adobe) to read PDF documents; and 
• If you wish to store or print any Communications, a device capable of storing and printing Communications. 

If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add our email accounts to your email address book. 

3. Paper Delivery of Communications 

You have the right to receive Communications in paper form.  To request a paper copy of any Communication at no charge, please write to us by mail at the address shown via the contact link on this website, including “Attn: Customer Support – Legal” as part of the address.  This request must be received within 180 days of the date of the Disclosure, specifying in detail the Communication you would like to receive.  For the avoidance of doubt, requesting a paper copy of any Communication, in and of itself, will not be treated as withdrawal of consent to receive electronic Communications. 

4. Withdrawal of Consent to Electronic Communications 

You may withdraw your consent to receive electronic Communications at any time, contacting us via methods shown via the contact link on this website.  However, withdrawal of your consent to receive electronic Communications may result in termination of your access to Services. Any withdrawal of your consent will be effective after a commercially reasonable period of time for processing your request, and we will confirm your withdrawal of consent and its effective date in writing (either electronically or in paper form). 

5. Updating Your Email Address 

You can change your email address by contacting us via methods shown via the contact link on this website. You may also be able to change your email address yourself through the Services themselves. 

6. U.S. Federal Law 

If you are located in the U.S., you acknowledge and agree that the Services are subject to the federal Electronic Signatures in Global and National Commerce Act ("E-SIGN Act"), and that you intend that the E-SIGN Act will apply to validate your ability to engage electronically in transactions related to the Services.