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Terms and Conditions
ProPay Sub-Merchant Terms and Conditions
This agreement between you and ProPay, Inc.
(“ProPay,” “we,” “our,” “us”) governing
your use of our payment processing services (“Service(s)”). If the Commercial
Entity Sub-Merchant Agreement applies, “ProPay”, “we” “our”
and “us” also included ProPay’s Member Bank as listed therein.
The Services are being offered in conjunction with your agreement with your service
provider (“Provider Partner”) and may not be used separately from that
agreement. 1. THE SERVICES
1.1 THE SERVICES
The Services allow you to accept payment from your customers via bankcards (“
Cards ”) validly issued by Visa, MasterCard, Discover, and American Express
(the “ Card Brands ”) and also, if approved, via automated clearing
house transactions ( “ ACH ” ). You must only use the Services for a
business purpose and not for personal, family, or household use. We hereby grant
you use of the Services according to the terms found herein.
1.2 REQUIRED INFORMATION
In order to use the Services, we may require that you provide us with certain information
such as information relating to your identity, customers, transactions, and financial
statements. You must provide us with accurate and complete information and keep
the information up-to-date. We rely on this information for underwriting and to
meet our obligations under applicable laws and other regulatory requirements. If
the scope or nature of your business or the type of products or services you offer
changes, you must notify Provider Partner prior to the change. You are liable to
us for all losses and expenses incurred by us arising out of your failure to report
changes to us. We reserve the right to refuse to allow you to use the Services for
any reason.
1.3 VERIFICATION
You authorize us to make, from time to time, any business and personal credit inquiries
(including, but not limited to, credit reports for your directors, officers, and
principals), identity-verification inquiries, transaction-verification inquiries
(including, but not limited to, with customers), and any other inquiries considered
necessary relating to this agreement, and to provide any information and documentation
to our sponsor banks and/or the Card Brands as required by them. You also authorize
any person or credit reporting agency to compile information to answer those inquires
and to furnish that information to us.
1.4 PROCESSING LIMITS
We will assign a maximum dollar amount per sales ticket and an aggregate maximum
dollar amount of Card and ACH transactions per calendar month. If certain Card processing
volume thresholds are met by your use of the Services we may notify you that you
must enter into an additional agreement with our sponsor bank.
1.5 DATA OWNERSHIP ProPay will own all data associated
with your use of the Services and you hereby grant us a perpetual, irrevocable,
sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically
distribute, and display this data for the following purposes: (a) providing and
improving the Services; (b) internal usage, including but not limited to, data analytics
so long as such data is anonymous and aggregated with other customer data; (c) complying
with applicable legal requirements and assisting law enforcement agencies; and (d)
any other purpose for which you provide consent.
2. COMPLIANCE WITH THE RULES AND LAWS
2.1 COMPLIANCE WITH RULES
You must comply with the applicable Card Brand rules and operating regulations and
the National Automated Clearing House Association rules (" NACHA ") (collectively,
" Rules "). An abridged version of the Visa, MasterCard and American Express
Rules may be viewed atusa.visa.com/merchants/operations/op_regulations.html, www.mastercardmerchant.com,
and www.americanexpress.com\merchantopguide. Copies of the NACHA Operating Rules
and Guidelines are available for review online at www.achrulesonline.org. ProPay
is a Payment Card Industry (“ PCI ”) level 1 service provider and is
qualified to handle Cardholder data (i.e., information associated with a Card, such
as account number, expiration date, and CVV2) in connection with the Services. ProPay
will comply with the Payment Card Industry Data Security Standards (“ PCI
DSS ”) to the extent ProPay possesses or otherwise stores, processes, or transmits
Cardholder data on your behalf. If you possess or otherwise store, process, or transmit
Cardholder data, then you must comply with PCI DSS.
2.2 COMPLIANCE WITH LAWS AND POLICIES
You further agree to comply with applicable federal, state, and local laws, rules,
and regulations (collectively, " Laws "). You also agree to the terms
of the Privacy Policy, High Risk/Acceptable Use Policy, and other policies as applicable
found at https://www.propay.com/legal-agreements/(" Policies "). You will
assist us if we are required to ascertain your compliance with any Rules, Laws,
PCI DSS, or Policies. We may, within our sole discretion, suspend the Services for
a reasonable period of time required to investigate suspicious or unusual activity,
and we shall have no liability for any losses you may attribute to any suspension
of funds disbursement. We may reverse Card transactions we deem to violate this
agreement, the Laws, Rules, PCI DSS, or Policies, and you agree to reimburse us
for any such reversal. If any terms of this agreement conflict with the Rules, including
PCI DSS, the Rules will govern.
2.3 PROHIBITED PRACTICES
You will not present for processing or credit, directly or indirectly, any transaction
not originated as a result of a Card transaction directly between you and a Cardholder
or any transaction you know or should know to be fraudulent or not authorized by
the Cardholder. We will refer perpetrators of fraudulent transactions, in our discretion,
to the appropriate law enforcement agency. You must not honor any Card that is expired
or listed on a current Electronic Warning Bulletin file, regardless of whether authorization
has been obtained. You must not request an ACH transfer that violates the Rules
or Laws. You agree not to initiate any ACH debits or credits to or from a savings
account, or a foreign bank or the branch of a foreign bank in a U.S. territory.
The term foreign bank does not include: (i) A U.S. agency or branch of a foreign
bank; and (ii) An insured bank organized under the laws of a U.S. territory. You
may not split transactions into multiple Card transactions except where: (a) partial
payment is entered on the transaction record and the balance of the transaction
amount is paid in cash or by check at the time of transaction; or, (b) the amount
represents an advance deposit in a Card transaction completed in accordance with
this agreement and the Rules. You will not use the Services to accept amounts representing
the refinancing of an existing uncollectible obligation, debt, or dishonored check
of a Cardholder. You may not process transactions for, receive payments on behalf
of, or (unless required by Law) redirect payments to a third party. You must not
use the Service for high risk transactions or illegal activities, as per the Policies.
2.4 CARD ACCEPTANCE
You will honor, without discrimination, any valid Card properly tendered by a person
asserting to be the person in whose name the Card is issued (“ Cardholder
”). You will properly disclose to the Cardholder, at the time of the Card
transaction, your name, return policy, and other limitations you may have on accepting
returned merchandise. Our name will appear in conjunction with your name on Cardholders’
statements. You will not accept any payments from a Cardholder relating to previous
charges for merchandise or services, and if you receive such payments, you will
promptly remit them to us.
2.5 RECURRING TRANSACTIONS
You must obtain the Cardholder’s prior written consent for recurring transactions,
including a description of the product and the frequency and duration of the recurring
charge, and notify the Cardholder that he or she may cancel recurring billing charges
at any time. You must retain evidence of such written consent for 24 months from
the date you submit the last recurring billing charge. You will honor any Cardholder
cancellation, and if this agreement is terminated for any reason, you will, at your
own cost, advise all Cardholders to whom you submit recurring billing charges that
you no longer accept the Card for amounts owed.
2.6 ACH PROCESSING
To enable you to make and accept ACH payments, you authorize us to originate credit
or debit records for the purpose of a funds transfer (“ Entries ”) into
the ACH network. We will use reasonable efforts to originate Entries on your behalf
in accordance with this agreement. You must only submit Entries for bona fide transactions
with your customers made in the ordinary course of business in accordance with this
agreement, the Rules, and Laws. You shall obtain and maintain appropriate authorizations
in accordance with the Rules from each of your customers for each ACH transaction.
All disputes between you and any of your customers relating to any ACH transaction
must be resolved between you and that customer. If ProPay receives any notice of
an ACH dispute or NACHA inquiry, we will forward such notice directly to you. ProPay
bears no financial responsibility for any disputed transaction. You must maintain
an unauthorized return rate, as described in the NACHA Regulations, below 0.5% of
originating debits.
2.7 USE OF TRADEMARKS
The Card Brands are the sole and exclusive owners of their marks and your use of
their marks must comply with the Rules. We are the sole and exclusive owner of our
marks and your use of our marks will fully comply with our policies and instructions.
At any time we may prohibit your use of the marks or require changes to your use
of the marks as we deem necessary or appropriate. Your right to use our marks and
the Card Brand marks will cease upon termination of this agreement and you agree
not to contest the ownership of the marks for any reason.
2.8 THIRD PARTY SERVICE PROVIDERS
You may be using special services or software provided by a third party to assist
you in processing transactions, including authorizations and settlements, or accounting
functions. You must make sure that such third parties comply with the Rules (including
PCI DSS) and Laws. You must notify Partner Provider if you use third party service
providers. If there is unauthorized access to Cardholder data in the possession
of you or your agents, you must immediately notify Partner Provider and cooperate
with us regarding reasonable requests for information regarding the compromise.
2.9 CONFIDENTIALITY
You must retain in strictest confidence all information and data belonging to or
relating to our business, and will safeguard such information and data by using
the same degree of care, but no less than a reasonable amount of care, that you
use to protect your own confidential information.
2.10 DISPUTES
a. YOUR DUTY TO MONITOR
ProPay will not, and has no obligation to, confirm the validity of the recipient
or the underlying transaction pursuant to which funds are transferred. We assume
no liability for any unauthorized transfer request and the attendant transfer of
funds, unless and until we receive appropriate and timely notice by you of the unauthorized
transfer requests. You must promptly and consistently inspect your transaction history.
Immediately report any possible errors.
b. DISPUTES, INQUIRIES, AND CHARGEBACKS
All disputes between you and any of your customers relating to any ACH transaction
must be resolved between you and that customer. If ProPay receives any notice of
an ACH dispute or NACHA inquiry, we will forward such notice directly to you. Working
with Provider Partner, we will handle Card Brand inquiries about your card transactions,
in addition to disputes between you and a customer involving card payment transactions.
Based on customer disputes we may reverse Card transactions (“ chargebacks
”), and we will offset the value of such chargebacks from monies owed to you.
You must not reenter or reprocess any Card transaction that has been charged back,
but instead allow the chargeback process to proceed to its conclusion as described
in each Card Brand’s Rules. If you disagree with a chargeback, you may request
a chargeback reversal within the applicable Card Brand’s timeline in its Rules.
" Excessive Activity " means: chargebacks in excess of .50% of the transaction
ratio of your Card transactions; or, chargebacks in excess of .50% of the transaction
ratio of the dollar amount of your Card transactions; or, returns in excess of 3%
of the transaction ratio of your Card transactions; or, denied transactions in excess
of 5% of the transaction ratio of your Card transactions. The existence of Excessive
Activity will be a breach of this agreement and may result in action as we deem
necessary, including, but not limited to, termination or suspension of processing
privileges or creation or maintenance of a reserve. We may revoke or reverse any
credit given to you where: (i) the Card transaction was not made in compliance with
this agreement and the Laws, Rules, and Policies; (ii) the Cardholder disputes liability
to us for any reason, including but not limited to those chargeback rights enumerated
in the Rules; (iii) the Card transaction was not directly between you and the Cardholder;
or (iv) a deposit to you was made erroneously.
c. REFUND CREDITS
You will issue a credit memorandum instead of making a cash advance, a disbursement,
or a refund on any Card transaction. We will debit from amounts owing you for the
total face amount of each credit memorandum submitted. You will not submit a credit
relating to any Card transaction not originally submitted to us, nor will you submit
a credit that exceeds the amount of the original Card transaction. You will, within
the time period specified by the Rules, provide us with a credit memorandum or credit
statement for every return of goods or forgiveness of debt for services that were
the subject of a Card transaction.
2.11 AMERICAN EXPRESS
Important Note: The following sections apply only if you accept American Express
Cards. If there is a conflict between any of the following sections and any other
section of this agreement as it applies to American Express Cards, the following
sections will govern.
a. CUSTOMER SERVICE INFORMATION
You must maintain customer service information that is readily available for review
by American Express Cardholders transacting with you. The customer service information
should provide clear instructions on how to contact you, including an active customer
service email address and telephone number.
b. THIRD-PARTY BENEFICIARY.
You understand and covenant that you are not a third-party beneficiary under our
agreement with American Express, including all schedules and exhibits, or the American
Express Rules. You acknowledge and agree that American Express is a third-party
beneficiary under this agreement between you and ProPay. This means American Express
has the right, but not the obligation, to enforce the terms of this agreement against
you.
c. AUTHORIZATIONS
You authorize us to submit American Express Card transactions to, and receive payment
from, American Express on your behalf. You authorize us to disclose Card transaction
data and data about you to American Express, its affiliates, agents, subcontractors,
and employees, and further authorize these entities to use such information to perform
services, operate and promote the American Express network, perform analytics and
create reports, and for any other lawful business purpose, including as described
in the American Express Rules. You authorize American Express to use your name,
address, and website address in any media.
d. AMERICAN EXPRESS ARBITRATION
Any dispute between you and American Express shall be resolved on an individual
(not class) basis by binding arbitration in accordance with the rules of the American
Arbitration Association or JAMS. You will be responsible for paying your share of
any arbitration fees (including filing, administrative, hearing or other fees),
but only up to the amount of the filing fees you would have incurred if you had
brought a claim in court. American Express will be responsible for any additional
arbitration fees. American Express will not elect arbitration for any claim you
properly file in a small claims court so long as such claim is pending only in that
court.
3. FEES, TAXES & IRS REPORTING
3.1 FEES
Fees for the Services are set out in a fee schedule provided to you by Provider
Partner.
3.2 DEPOSIT OF FUNDS TO MERCHANT POOL ACCOUNT
Our sponsor banks will deposit to the non-interest bearing pooled account titled
in the name of our sponsor bank for the benefit of all ProPay merchants (“
Merchant Pool Account ”) all amounts of Card and ACH transactions complying
with the terms of this agreement and the Rules. We will instruct our sponsor bank
to move funds owed to you from the Merchant Pool Account to an account you designate
with Provider Partner.
3.3 ELECTRONIC FUNDS TRANSFER AGREEMENT
You authorize ProPay to initiate, process, transmit, and settle through our sponsor
bank ACH debits or credits to the account you specify with Provider Partner (“
Designated Account ”). Your authorization will remain in effect after termination
of this agreement and until ProPay has received written notice terminating this
authorization and all your obligations to ProPay have been paid in full. You irrevocably
authorize us to immediately debit the Designated Account for the amounts of any
chargebacks, ACH returns, fines, losses, and costs we may incur because of your
use of the Services. You may change the Designated Account, but no more than once
every 90 days, and must promptly notify Provider Partner of any changes.
3.4 RESERVE
ProPay may, in its reasonable discretion, establish a reserve if it believes there
is a risk of potential chargebacks, returns, or any other risk or liability associated
with your use of the Services or to ensure current or future payment owed to ProPay.
We will provide you with notice of the reserve and the terms of the reserve. ProPay
may require that a certain portion of your transaction proceeds be held by us in
reserve for a certain period of time, or that you make a lump sum payment for the
reserve. ProPay may change the terms of the reserve at any time by providing you
with notice of the new terms. ProPay has the right to use your funds in the Merchant
Pool Account or funds otherwise owed to you to establish, increase, or maintain
funds in reserve. We may hold a reserve as long as we deem necessary to mitigate
risks associated with your transactions. You understand and agree that if you are
required to establish a reserve, you have an obligation under this agreement to
maintain at all times the balance in the reserve set by ProPay. ProPay may, without
notice, apply funds designated as reserves against any outstanding amounts owed
to us under this agreement. ProPay may also debit the reserve to exercise its rights
under this agreement to collect any amounts due to us including, without limitation,
rights of set-off and recoupment. You agree that you are liable for all obligations
associated with your use of the Services even after the release of any reserve.
You will not be entitled to a return of any sums remaining in reserve for up to
270 days following termination of your use of the Services.
3.5 TAXES & IRS REPORTING
To comply with IRS 1099-K reporting requirements, we may be required to file a form
1099-K with the U.S. Internal Revenue Service (IRS). We may collect federal backup
withholding upon transaction settlement, on behalf of the IRS, from you if you do
not supply your legal name, SSN or EIN, or if you fail to respond to a request from
us to verify the same.
4. YOUR WARRANTIES & INDEMNIFICATION
4.1 REPRESENTATIONS AND WARRANTIES
You represent and warrant to us: (1) that all information you submit to us relating
to your application to use and continued use of the Services is correct, complete,
and fully describes and details the nature, type, and scope of the business in which
you are engaged; (2) that you are at least 18 years of age; (3) that, if an individual
account, you are a sole proprietorship validly existing in the United States or
its territories, and if an entity, that the entity was validly formed, registered
and is in good standing in at least one of the fifty United States or its territories;
(4) that you have never been placed on the MasterCard MATCH system or the Combined
Terminated Merchant File, and if so, you have disclosed this to us or to Partner
Provider; and (5) that all transactions are bona fide and no transaction involves
the use of a Card for any purpose other than the purchase of goods or services from
you and does not involve a Cardholder obtaining cash from you unless allowed by
the Rules and agreed in writing with us.
4.2 INDEMNIFICATION
You agree to indemnify, defend, and hold us harmless for and from any and all loss,
cost, expense, claim, damage, and liability (including attorneys' fees and costs,
and collections costs) paid or incurred by us and arising from, caused by, or attributable
to, any of the following: (1) any of your acts or omissions with respect to your
use of the Services; (2) acting any Card transaction processed under this agreement,
(3) any breach by you of this agreement; (4) willful misconduct, fraud, intentional
tort or negligence by you or that of your employees, agents or representatives;
(5) action by us exercising any right we have under this agreement, Laws, Rules,
or Policies.
5. PROPAY’S LIABILITY & DISCLAIMER OF WARRANTIES
5.1 LIMITATION OF LIABILITY
Any liability we have to you under this agreement, whatever the basis of the liability,
will not exceed in the aggregate the amount of $5,000. In no event will we be liable
for indirect, special, or consequential damages.
5.2 DISCLAIMER OF WARRANTIES
The Services are provided “AS IS”
and “AS AVAILABLE.” We make no warranty, express or implied, regarding
the Services, and nothing contained in this agreement will constitute such a warranty.
To the extent allowed by Law, we disclaim all implied warranties and conditions,
express, implied or statutory, including without limitation those of merchantability
and fitness for a particular purpose, the implied warranties of title and/or non-infringement.
Some states do not allow the disclaimer of implied warranties, so the foregoing
disclaimers may not apply to you. Each party acknowledges that it has not entered
into this agreement in reliance upon any warranty or representation except those
specifically set forth herein.
6. SECURITY INTEREST, BANKRUPTCY, PERSONAL GUARANTEE
This agreement will constitute a security agreement under the Uniform Commercial
Code wherein you grant to us a security interest in and lien upon: (a) all funds
representing amounts owing you under this agreement at any time in the Merchant
Pool Account, regardless of the source of such funds; (b) all funds at any time
in reserve, regardless of the source of such funds; (c) present and future Card
transactions; (d) any amount which may be due to you under this agreement, including,
without limitation all rights to receive any payments or credits under this agreement;
and (e) upon our request, any other security to secure your obligations under this
agreement. (collectively, the "Secured Assets"). You agree to execute
financing statements or other documents to evidence this security interest. These
security interests and liens will secure all of your obligations under this agreement
and any other agreements now existing or later entered into between you and us and
we will have all rights afforded under the Uniform Commercial Code, any other applicable
law, and in equity. We may exercise this security interest without notice or demand
by making an immediate withdrawal or freezing of your Secured Assets. You represent
and warrant that no other person or entity has a security interest in the Secured
Assets and you agree to obtain from us written consent prior to granting a security
interest of any kind in the Secured Assets to a third party. You agree that this
is a contract of recoupment and as such, we are not required to file a motion for
relief from a bankruptcy action automatic stay to realize on any of the Secured
Assets. Nevertheless, you agree not to contest or object to any motion for relief
from the automatic stay filed by us.
7. GOVERNING LAW, JURISDICTION, WAIVER OF JURY TRIAL
This agreement will be governed by and construed in accordance with the laws of
Utah except where federal law is applicable. You agree that all performances and
transactions under this agreement will be deemed to have occurred in Utah and that
your entry into and performance of this agreement will be deemed to be the transaction
of business within the state of Utah. You agree that the exclusive jurisdiction
and venue for any disputes hereunder shall be an appropriate court located in Salt
Lake County, Utah. You and we waive any right to trial by jury in any action concerning
any rights or disputes under this agreement.
8. MISCELLANEOUS
8.1 AGENCY RELATIONSHIP
You authorize us with respect to the Services to act as your agent for the limited
purposes of holding, receiving, and disbursing funds on your behalf. Your authorization
permits ProPay to generate an electronic funds transfer to process each payment
transaction. This authorization will continue until this agreement is terminated.
You agree that ProPay’s receipt of transaction proceeds satisfies your customers’
obligations to you.
8.2 FORCE MAJEURE
No party will be liable to the other party for any failure or delay in its performance
of this agreement if such failure or delay arises out of causes beyond the control
and without the fault or negligence of such party.
8.3 SEVERABILITY AND WAIVER
If any provision of this agreement is held invalid, illegal, void, or unenforceable
by reason of any judicial decision, all other provisions of this agreement shall
nevertheless remain in full force and effect. No course of dealing, delay, or failure
to enforce any provision or exercise any right under this agreement by us shall
be construed as a waiver or estoppel of such provision or right, nor shall it amend
this agreement or affect the validity of this agreement or curtail our ability to
enforce such provision or exercise such right in the future. All waivers must be
in writing and signed by us.
8.4 RIGHTS AND REMEDIES CUMULATIVE
The rights conferred upon us in this agreement are not intended to be exclusive
of each other or of any other rights and remedies we have under this agreement,
at law, or in equity. Rather, each right we have at law or in equity will be cumulative
and concurrent and in addition to every other right.
8.5 ENTIRE AGREEMENT
This agreement, including, Policies, the Rules, and any amendment or supplement
to this agreement or other referenced agreements, all of which are incorporated
into this agreement, constitutes the entire agreement between the parties, and all
prior or other agreements or representations, written or oral, are superseded by
this agreement.
8.6 CONSTRUCTION
The headings used in this agreement are inserted for convenience only and will not
affect the interpretation of any provision. The language used will be deemed to
be the language chosen by the parties to express their mutual intent, and no rule
of strict construction will be applied against any party.
8.7 ASSIGNABILITY
This agreement may be assigned by us, but may not be assigned by you without our
prior written consent.
8.8 AMENDMENTS
You are bound by this agreement as it may be amended or revised at any time upon
notice to you. It is your sole responsibility to review and maintain familiarity
with the agreement, Rules, Law and Policies. If you do not agree to the aforementioned
amendments and do not wish to be bound the terms and conditions thereto, you shall
provide written notice to Provider Partner. If you do not agree to the terms of
the amendment, your right to use the Services will be terminated.
8.9 CONSENT TO DO BUSINESS ELECTRONICALLY, ELECTRONIC SIGNATURE, COMMUNICATION,
AND NOTICES
You consent to do business electronically, which means that you agree that all ProPay
agreements and Policies, including amendments thereto and documents referenced therein,
as well as any notices, instructions, or any other communications regarding transactions
and your agreements with ProPay (all of which are referred to herein as the "Communications")
may be presented, delivered, stored, retrieved, and transmitted electronically.
You must keep Provider Partner informed of any change in your electronic or mailing
address or other contact information. Your electronic signature, including, without
limitation clicking “Agree and Continue” or an action of similar meaning
or significance, shall be the legal equivalent of your manual signature. You may
withdraw your consent to doing business under the ProPay agreements and policies
electronically at any time by contacting Provider Partner and withdrawing your consent
to transact business electronically. If you do so, this agreement will be terminated.
However, any Communications or transactions between us before your withdrawal of
such consent, will be valid and binding. Any written notice to us must be sent to:
ProPay, Inc., 3400 N Ashton Blvd, Suite 200, Lehi, UT 84043, and if to you: to the
last address shown on Provider Partner’s records.
ProPay Commercial Entity Sub-Merchant Agreement
9. APPLICABILITY
If your transaction volume exceeds $100,000 per year or you are deemed to be a commercial
entity under the Card Brand Rules, you agree to the additional terms and conditions
below. This Commercial Entity Sub-Merchant Agreement (“CESA”) incorporates
by reference the ProPay Sub-Merchant Terms and Conditions in their entirety. The
CESA is a legally binding contract between you, ProPay, and Wells Fargo Bank, N.A.
(“Member Bank”), and all references to “we”, “our”
and “us” refers to both ProPay and Member Bank. Member Bank may enforce
any provisions of this CESA and/or the ProPay Sub-Merchant Terms and Conditions
that relate to payment processing provided by Member Bank. Your use of the Services
as a Commercial Entity, whether you have agreed to these terms by “click through”
agreement or otherwise, constitute your agreement to the terms of this CESA.
10. ENSUREBILL AND THREATMETRIX SERVICES (where available)
The definition of Services under the CESA and the Sub-Merchant Terms and Conditions
is expanded to include TSYS EnsureBillSM and ThreatMetrix®, where applicable.
You may inquire with your Provider Partner as to whether these Services are available
to you.
10.1 ENSUREBILL
TSYS EnsureBill Services, if available, include enrolling you, submitting information
to the Card Brands for updating, and providing updated account information to you
as received by the Card Brands, subject to the terms and conditions of this agreement.
An update means a match between a submitted card and the applicable Card Brand resulting
in the provision of a new card number; a notification that the account has been
closed; a new expiration date; or a “contact cardholder” message. If
you elect to enroll in the EnsureBill Services you authorize ProPay to enroll you
with the Card Brands to receive the EnsureBill Services and to provide information
about you and your customers to ProPay’s service providers, including the
Card Brand and ProPay’s processor, in order for ProPay to provide the EnsureBill
Services. For Cards not stored in ProPay’s ProtectPay service Merchant, you
must:
a. Request an update for every participating account in your customer database at
least once every 180 calendar days;
b. Submit requests only for those accounts with which you have an ongoing customer
relationship that would require the use of the EnsureBill Services, e.g., subscription
services, “express checkout” services, membership (club) services, or
recurring payment services;
c. Update your customer account database within five business days of receiving
an update from us;
d. Ensure that information received from the EnsureBill Services is properly incorporated
into your customer database for utilization in future transactions;
e. Correct erroneous account information within five business days of receipt of
error notification from us or the Card Associations; and
f. Correct operational errors within five business days of receipt of error notification
from Bank, ProPay, or the Card Associations.
ProPay will perform the tasks in subparagraphs a. through f. above for Cards stored
in ProtectPay.
You may use EnsureBill Services (and the data associated therewith) solely for updating
cardholder information in order to complete your future pre-authorized transactions
in accordance with the Card Brands and will not use the EnsureBill Services (nor
the data associated therewith) for any other purpose, including use of data with
transactions for a different card type (or in connection with the development of
any other service or product). You must not request authorization or an update on
accounts that have returned a response of “Closed Account” or submit
inquiries for the EnsureBill Services on behalf of any other entity.
10.2 THREATMETRIX
a. Description. ThreatMetrix Services, if available, include the device identification,
device scoring, device reputation, and data analytics services provided by third
party ThreatMetrix to you through your account. If you elect to use the ThreatMetrix
Services, we grant you a non-exclusive, nontransferable, worldwide right to use
the ThreatMetrix Services, and any other materials or intellectual property of ThreatMetrix
provided to Client in connection with the ThreatMetrix Services (the “ThreatMetrix
Materials”), solely for your own internal business purposes, after implementation
and configuration of our website by ThreatMetrix, and subject to the terms and conditions
of this agreement. Notwithstanding anything in this agreement to the contrary, we
may modify the ThreatMetrix Services and our proprietary payment system without
notice. Client shall not: (a) interfere with or disrupt the integrity or performance
of the ThreatMetrix Services, our proprietary payment system, or the data contained
therein; or (b) attempt to gain unauthorized access to the ThreatMetrix Services,
our proprietary payment system, or its related systems or networks. You will provide
such attribute information to us as may be necessary for us to provide to you the
ThreatMetrix Services. You will also take such actions as may be legally and technically
necessary to allow us and ThreatMetrix to collect the attribute information you
decide to receive in connection with the ThreatMetrix Services.
b. Use of Logo. Client may place on its website the “Protected by ThreatMetrix”
logo solely in the form and under the use criteria provided by us or ThreatMetrix.
No other use of the “Protected by ThreatMetrix” logo is permitted, and
you shall have no right to otherwise copy, distribute, transmit, or transfer, such
logo or any other mark of ThreatMetrix. All goodwill associated with the use of
ThreatMetrix’s marks or logos inure to ThreatMetrix.
c. Limitations. The ThreatMetrix Services analyze the activities and other attributes
of a device used in a transaction, and provide information and a rating score based
on the data analyzed and the business policies you define. The ThreatMetrix Services
provide information as to whether the device contains attributes which correlate
to a device used in a fraudulent transaction, but do not determine the eligibility
of your customer (or any other individual) for credit. You acknowledge and agree
that neither we nor ThreatMetrix intend that the reports generated by the ThreatMetrix
Services (the “Device Reports”), or any ThreatMetrix Materials, be considered
consumer reports subject to the federal Fair Credit Reporting Act (“FCRA”).
You represent that you will not use the Device Reports (or any other data provided
by ProPay or ThreatMetrix) for making credit eligibility decisions or for any other
permissible purpose listed in section 604 of the FCRA (15 U.S.C. 1681 b).
11. INTELLECTUAL PROPERTY RESTRICTIONS
All materials or intellectual property provided to you in connection with the Services
(“Materials”) are protected intellectual property of ProPay or its third
party providers. You shall not (and shall not permit any agent or third party) to:
(a) copy all or any portion of any Materials; (b) decompile, disassemble, or otherwise
reverse engineer (except to the extent expressly permitted by applicable law, notwithstanding
a contractual obligation to the contrary) the Services or Materials, or any portion
thereof, or determine or attempt to determine any source code, algorithms, methods,
or techniques used or embodied in the Services or any Materials or any portion thereof;
(c) modify, translate, or otherwise create any derivative works based upon the Services
or any Materials; (d) distribute, disclose, market, rent, lease, assign, sublicense,
pledge, or otherwise transfer the Services or any Materials, in whole or in part,
to any third party; or (e) remove or alter any copyright, trademark, or other proprietary
notices, legends, symbols, or labels appearing on the Services or in any Materials.
12. CARD BRAND RULES
You specifically acknowledge and agree that this CESA is deemed to include the provisions
required by: (i) the Visa International Operating Regulations relating to the Merchant
Chargeback Monitoring Program, the Merchant Agreement Requirements, and Merchant
Card Acceptance; and (ii) Section 5.1 and Sections 5.6 through 5.12 of the MasterCard
Rules; and (iii) chapter 4, “transaction processing”, chapter 11, “chargebacks
and inquiries,” and chapter 12, “specific industries” of the American
Express Merchant Regulations – U.S. Copies of the Visa Regulations (http://corporate.visa.com/about-visa/our-business/operating-regulations.shtml)
and the MasterCard Rules (http://www.mastercard.com/us/merchant/pdf/BM-Entire_Manual_public.pdf)
are available for review online. The American Express Merchant Reference Guide,
US, which is a summary of the above-referenced American Express regulations, is
available at www.americanexpress.com. In the event of any conflict between the terms
of this Agreement and the terms of the Card Brand Rules, the terms of this Agreement
shall prevail. You: (i) represent and warrant that you have reviewed in full the
contents of the Card Brand Rules applicable to you (in particular, those sections
referenced above); and (ii) covenants that you will, from time to time, review the
contents of the Card Brand Rules to ensure you remain aware of, and are capable
of performing, your duties and obligations under this CESA.
13. ACCEPTANCE
You may elect not to accept Visa and/or MasterCard branded debit cards, but you
must provide ProPay with prior written notice of such election.
14. YOUR DISCLOSURES
You will properly disclose to the Cardholder, at the time of the Card transaction,
your name, return policy, and other limitations you may have on accepting returned
merchandise. Your refund polices for purchases made with a Card must be at least
as favorable as your refund policy for purchases made with any other form of payment.
15. REQUEST AT TIME OF PAYMENT
When accepting payment you will request the Card expiration date and ZIP code or
postal code from the Cardholder's billing address. It is also highly recommended
that you obtain the security code from each Card, but you must not store this information
permanently.
16. CARD AUTHORIZATION
No later than 72 hours from the time you initiate a transaction, but prior to completing
it, you will request an authorization for the transaction using equipment meeting
specifications determined by ProPay. This authorization request must include your
name and account identifier, the Card expiration date, the ZIP code of the customer’s
billing address, and the total amount of the transaction, including taxes. ProPay
may also require additional information in your request, such as: (a) CVV2 code
or the equivalent; (b) a brief description of the goods or services involved; (c)
the transaction authorization number; and, (d) if applicable, adjacent to the signature
line, a notation that all sales are final. When authorization is obtained, you will
be deemed to warrant the identity of the customer as the Cardholder. Authorizations
are not a guarantee of acceptance or payment of a transaction and do not waive any
provision of this agreement, or otherwise validate a fraudulent transaction or a
transaction involving the use of an expired Card. We may refuse to authorize any
transaction.
17. CARDHOLDER STATEMENTS
Our name will appear in conjunction with your name on Cardholders’ statements.
Under no circumstance will we be responsible for processing credits or adjustments
related to transactions not originally processed by ProPay.
18. ADJUSTMENTS
All transactions and deposits are subject to our audit and final verification, and
may be adjusted for inaccuracies. All credits provided to you are provisional and
subject to chargebacks and adjustments in accordance with the Rules, whether or
not a transaction is charged back by the Card issuer.
19. SALES TRANSMITTALS
You will retain a copy of the sales transmittal for the completed transaction in
accordance with the Rules for 25 months or such longer period as the Rules may require.
Within three business days of our request, you will produce copies of sales transmittals
and other transaction evidence, otherwise ProPay will have chargeback rights with
respect to such transactions.
20. DATA SECURITY
You must keep secure all systems and media containing account, Cardholder, or transaction
information (physical or electronic) and destroy in a manner that will render the
data unreadable all such media that is no longer necessary or appropriate to store.
If you store Cardholder account numbers, expiration dates, and other personal Cardholder
data in a database, you must follow Card Brand guidelines on securing such data.
You may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization.
You shall maintain industry "best practices" regarding continuity procedures
and systems to ensure security of Cardholder account information in the event of
a disruption, disaster, or failure of your respective data storage system and/or
facility. You agree to display your consumer privacy policy on your website as well
as your security method for transmission of Cardholder data.
21. BANK DISCLOSURE
21.1 Member Bank Information: Wells Fargo Bank, N.A.; 1200 Montego, Walnut Creek,
CA 94598. Phone: 925-746-4167.
21.2 Important Member Bank Responsibilities:
1. Member Bank is the only entity approved to extend acceptance of Card Brand products
directly to a Merchant.
2. Member Bank must be the principal (signer) to this CESA.
3. Member Bank is responsible for and must provide settlement funds to you.
4. Member Bank is responsible for all funds held in reserve that are derived from
settlement.
5. Member Bank is responsible for educating you on pertinent Card Brand Rules with
which you must comply; but this information may be provided to you by ProPay.
21.3 Your Important Responsibilities:
1. Ensure compliance with cardholder data security and storage requirements.
2. Maintain fraud and chargebacks below Card Brand thresholds.
3. Review and understand the terms of this CESA.
4. Comply with applicable Card Brand Rules.
You may download Visa Regulations from Visa’s website at: http://corporate.visa.com/about-visa/our-business/operating-regulations.shtml
You may download MasterCard Regulations from MasterCard’s website at: http://www.mastercard.com/us/merchant/support/rules.html
21.4 The responsibilities listed above do not supersede terms of the CESA and are
provided to ensure you understand some important obligations of each party and that
the Member Bank is the ultimate authority should you experience any problems.
21.5 You hereby grant to Process Donation and employees,
agents and personnel who are acting on behalf of the Process Donation a non-exclusive
royalty free right to use copy, modify text, images, logos, fonts and templates
of your website for purposes related to the creation of custom pages to be added
to your website. Title to and ownership of all intellectual property rights of all
Client Content shall remain with you or your third-party licensors. You agree that
Process Donation may, during the term of this Agreement and thereafter, include
your name (including any trade name, trademark, service mark and logo) on Process
Donation's client list, and in its marketing materials, sales presentations and
any online directories that Process Donation may, from time to time, publish.
21. 6 Process Donation Fee Schedule
Merchant shall pay to Process Donation all fees specified
on Schedule A, as amended by Process Donation from time to time. For each Transaction,
Process Donation will charge Merchant as follows:
(a) An amount (“Merchant Discount Fees”)
equal to a specified percentage of the total cash price of each sales and cash withdrawal
Transaction (“Merchant Discount Rate”); and
(b) A specified amount per Transaction (“Transaction
Fee”).
The Merchant Discount Rate and Transaction Fees are set forth on Schedule A. The
Merchant Discount Fees are based on sales, not net sales.
Merchant agrees that Process Donation will, and authorizes Process Donation to,
deduct Merchant Discount Fees from the Operating Account or Reserve Account on a
daily basis unless a monthly basis is specified on Schedule A. Merchant also agrees
to pay to Process Donation the amount of any fees, charges or penalties assessed
against Process Donation by any Card Brand, Issuer, or government entity for Merchant’s
violation of any applicable rule, regulation, or law. Merchant shall pay Process
Donation for any other services provided to Merchant by Process Donation and for
all other fees shown on Schedule A.
SCHEDULE A FEES
Custom Donation Page
A donation page allows your supporters to contribute money to your organization. Collecting donors’ personal information and credit card number, then submit the transaction to merchant gateway processor. The power to create tailored donation pages allows you bring a personal touch to a large number of supporters.
The prospect will be much more comfortable making a donation, whereas landing on some strange looking page could drive them suspicious. We will help you create a seamless donation experience for events and holiday campaigns by customizing the donation page to match your brand, and without drastically increasing your development staff’s workload. People visiting web page will find the donation page and images totally matching the solicitation piece.
1. Create a new web page with same colors, fonts, images, text, and even form fields as your website or marketing page.
2. You could simply add/plug the newly designed web page to your website and a secure donation form will automatically appear on your marketing website.
3. Your supporters will land on the newly created donation page when they click on donate/give buttons present in your marketing website.
Double the Donation
