THESE TERMS OF SERVICE (“TERMS”) WERE LAST UPDATED 09/25/21.
IMPORTANT: Please read these Terms carefully, as they form a contract between you (“you” or “User”) and PayGround, Inc. (“PayGround”) that governs your access to, interactions with, and use of: (a) PayGround’s proprietary payment aggregation platform (together with all features, designs, content, functionality, software, modifications, updates, and derivative works thereof, the “PayGround Platform”), and (b) third party services, information, products, or content available through the PayGround Platform (collectively, “Third-Party Services”)(subparts (a) and (b) referred to collectively, as the “Payground Solution”).
By accessing or using the PayGround Solution, you agree that you have read, understand, and agree to be bound by these Terms, as amended from time to time. If you do not agree to be bound by these Terms, you may not access or use the PayGround Solution. If you are accessing or using the PayGround Solution on behalf of a person or an organization, you are agreeing to these Terms for that person or organization and promising to PayGround that you have the authority to bind that person or organization to these Terms (in which event, “you” and “your” will refer to that person or organization, as applicable). You may access and use the PayGround Solution only in compliance with these Terms, and only if you have the power to form a contract with PayGround and are not barred under any applicable laws from doing so.
No Warranties and Limited Liability; Arbitration: These Terms provide you with certain legal rights, but you may have other, additional legal rights, which vary from jurisdiction to jurisdiction. PayGround doesn’t provide warranties for the PayGround Solution, and these Terms limit our liability to you. Please see Sections 3 and 4 for details. Some jurisdictions do not permit the exclusion of implied warranties or the exclusion or limitation of certain damages or other rights, so those provisions of these Terms may not apply to you. These Terms require the use of binding arbitration to resolve disputes rather than jury trials or class actions. Please see Section 6 for details, including instructions to follow in order to opt out of binding arbitration and the class action waiver.
Use of Payground Solution and Accounts.
Use of and Access to Payground Solution
Subject to your continued compliance with these Terms, PayGround grants you on a non-exclusive, non-transferable, and non-sublicensable right to access and use the PayGround Platform. PayGround reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the PayGround Platform at any time. PayGround may add or remove functionalities or features, and or suspend or stop the PayGround Platform altogether, at any time and without prior notice to you. PayGround will not be liable to you or to any third party for any modification, suspension, or discontinuance of the PayGround Solution or any part of the PayGround Solution. All rights not granted in these terms are reserved by PayGround.
PayGround may provide Third-Party Services through the PayGround Platform. Your use of or interaction with any Third-Party Services is solely between you and the third party. PayGround does not control or endorse, and makes no representations or warranties regarding, any Third-Party Services, and access to and use of such Third-Party Services is at your sole risk.
Only individuals age 18 and older are permitted to use the PayGround Solution. If you are between the age of 13 and the age of majority in the jurisdiction where you reside, you will use the PayGround Solution only under the direct supervision of a parent or legal guardian who agrees to be bound by these Terms. Any use or access to the PayGround Solution by individuals under the age of 13 is prohibited and is a violation of these Terms.
You will not (and will not assist others to): (a) publish, copy, rent, lease, lend, sell, license, display, host or otherwise commercially exploit the PayGround Solution, (b) access the PayGround Solution in order to build a similar or competitive service or other commercial offering or for any other purposes except as expressly authorized herein, (c) remove any product identification, proprietary, copyright, or other notices contained in or displayed with the PayGround Solution, (d) assign or transfer the PayGround Solution (except as permitted by Section 7.7), (e) work around any technical or security restrictions or limitations in the PayGround Solution, (f) modify, create derivative works of, reverse engineer, decompile, or disassemble any part of the PayGround Solution, except to the extent the foregoing restrictions are prohibited by applicable law or by the licensing terms governing the use of open-source components that may be included with the PayGround Solution, (g) copy, reproduce, distribute, download, display, or transmit the PayGround Solution (or any portion of the PayGround Solution) in any form or by any means, except as expressly permitted by these Terms, (h) use any Internet-based features in any way that could interfere with others’ use of them or to try to gain access to or use any service, data, account, or network in an unauthorized manner, (i) use any data mining, robots or similar data gathering or extraction methods except as provided by the PayGround Solution, (j) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the PayGround Solution, or any other system, device or property; or (k) use any of the PayGround Solution other than for its intended use.
Except for the limited license rights expressly provided in these Terms, PayGround or its licensors, as applicable, have and will retain all rights, title, and interest (including all intellectual property rights) in and to the PayGround Solution. Any suggestions, information or feedback provided by you to PayGround regarding the PayGround Solution (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the PayGround Solution) (“Feedback”) is voluntary and you hereby grant to PayGround a world-wide, royalty free, irrevocable, transferrable, perpetual license to use (and authorize others to use) any Feedback without restriction.
These Terms will remain in effect so long as you continue to access or use the PayGround Solution, or until terminated in accordance with the provisions of these Terms. Sections 1.4, 1.5, 1.6, 3, 4, 5, 6 and 7, and any other terms which by their nature are intended to survive, survive any expiration or termination of these Terms.
Warranty Disclaimer; Additional Use Limitations.
THE PAYGROUND SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYGROUND AND ITS LICENSORS AND SERVICE PROVIDERS MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, (A) ANY WARRANTY THAT THE PAYGROUND SOLUTION WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, TIMELY, OR SECURE, (B) ANY IMPLIED WARRANTY OF ACCURACY, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND (C) ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
YOUR USE OF THE PAYGROUND SOLUTION IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR, AND PAYGROUND DISCLAIMS, ANY AND ALL LOSS, LIABILITY, OR DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE PAYGROUND SOLUTION.
Please see additional terms below if you are using the Plastiq, Inc. payment services.
Sole Risk and Indemnity
If you use the PayGround Solution in violation of these Terms, including the restrictions set forth in Section 1.4: (i) you acknowledge that such use is at your sole risk, (ii) you agree PayGround is not liable, in whole or in part, for any claim or damage arising from such use, and (iii) you will indemnify, defend and hold PayGround harmless from and against any and all claims, damages, fines, sanctions, losses, costs, expenses and liabilities arising out of or in connection with such use in accordance with Section 5.
No Uptime or Availability Guarantee
The PayGround Solution is provided AS-IS and AS AVAILABLE. PayGround makes no guarantee or warranty regarding the availability or reliability of the PayGround Solution, including any failures or unavailability beyond PayGround’s control, such as the lack of an Internet connection. PayGround does not provide any specific uptime or availability guarantee for the PayGround Solution.
Limitation of Liability.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL PAYGROUND, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, AND LICENSORS OR YOU BE LIABLE TO THE OTHER PARTY, (AND IN THE CASE OF PAYGROUND, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, AND LICENSORS), OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS, OR THE USE OF, MISUSE OF, OR INABILITY TO USE THE PAYGROUND SOLUTION, EVEN IF YOU OR PAYGROUND (AND PAYGROUND AND ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, AND LICENSORS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES).
IN NO EVENT WILL PAYGROUND’S, ITS AFFILIATES’ AND ITS AND THEIR OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’, CONTRACTORS’, SUPPLIERS’, AND LICENSORS’ OR YOUR TOTAL LIABILITY TO EACH OTHER (AND IN THE CASE OF PAYGROUND, IT’S AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, AND LICENSORS), OR TO ANY OTHER THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE PAYGROUND SOLUTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING GROSS NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00).
THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN SECTION 4 DO NOT APPLY TO LIABILITIES THAT ARISE FROM THE UNAUTHORIZED USE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY (INCLUDING UNAUTHORIZED ACCESS OR USE OF THE PAYGROUND SOLUTION), YOUR INDEMNIFICATION OBLIGATIONS, OR LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAWS, SUCH AS IN THE EVENT OF STATUTORILY MANDATED LIABILITY (INCLUDING LIABILITY UNDER APPLICABLE PRODUCT LIABILITY LAW) OR IN THE EVENT OF PERSONAL INJURY ARISING SOLELY FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL, BARGAINED FOR BASES OF THE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
You will indemnify, hold harmless and defend PayGround (including its affiliates, officer, directors, employees, contractors and agents), its licensors and service providers from any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by PayGround arising out of or relating to: (a) your breach of any term or condition of these Terms, (b) your use or misuse of the PayGround Solution, or (c) violations of any laws, rules or regulations applicable to your use of the PayGround Solution. PayGround reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify PayGround and your will cooperate with PayGround’s defense of such claims. You will not to settle any such claim without PayGround’s prior written consent.
Disputes and Arbitration.
Any dispute or claim relating in any way to these Terms or your access or use of any PayGround Solution will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms. There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator can award on an individual basis the same damages and relief as a court, including injunctive and declaratory relief or statutory damages, and must follow the provisions of these Terms as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to PayGround, Attention: [ATTN: Legal Dept., 459 N. Gilbert Rd., STE A-240, Gilbert, AZ 85234]. Your notice to PayGround must (a) provide your name, mailing address, and email address, (b) describe the dispute, and (c) state the relief you are requesting. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. For any arbitration you initiate, you will pay the AAA filing fee and PayGround will pay the remaining AAA fees and costs. For any arbitration initiated by PayGround, PayGround will pay all AAA fees and costs. PayGround will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at either a mutually agreed location or in Arizona.
Any claim arising out of or related to these Terms or the PayGround Solution must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you will not have the right to assert the claim.
WAIVER OF CLASS ACTIONS
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in a state or federal court in Phoenix, AZ to enjoin infringement or other misuse of intellectual property rights.
OPTION TO OPT-OUT
To opt out of the arbitration and class-action waiver terms in this Section 6, you must notify PayGround in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). You must mail your written notification to PayGround, Attention: Legal Department to the address in Section 6.2. Subject to Section 6.5, if you do not notify PayGround as outlined in this Section 6.4, you agree to be bound by the arbitration and class-action waiver provisions herein, including such provisions in any Terms revised after the date of your first acceptance.
You may reject any change PayGround makes to Section 6 (except address changes) by sending PayGround written notice within 30 days of the change by mail to the address in Section 6.2. If you do, the most recent version of Section 6 before the change you rejected will apply. It is not necessary to send PayGround a rejection of a future change to this Section 6 if you had properly opted out of the arbitration and class-action waiver provisions in this Section 6 within the first 30 days after you first accepted these Terms.
General Legal Terms and Contact Information.
Changes to Terms.
PayGround may change these Terms at any time by posting the amended Terms on PayGround’s website, available at [www.PayGround.com/terms] (the “Site”). Any changes to these Terms will be effective upon posting the revised version of these Terms on the Site (or such later effective date as may be indicated at the top of the revised Terms). We may also notify you via the PayGround Solution or by email to the email address associated with your account. If you do not agree to the Terms as amended, you must stop using the PayGround Solution. Your continued use of the PayGround Solution after the date the amended Terms are posted will constitute your acceptance of the amended Terms.
You agree that these Terms, and any claim, dispute, action, or issue arising out of or relating to these Terms or your use of the PayGround Solution is governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of Arizona without reference to conflict of laws principles. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal jurisdiction of the state and federal courts in or for Arizona for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, PayGround may seek injunctive or other equitable relief to protect its (or its licensors or service providers’) confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
PayGround may need to communicate with you from time to time regarding these Terms or the PayGround Solution. PayGround may provide such notice to you via email to the email address you provided to PayGround or on the Site. If you have questions regarding these Terms or need to contact PayGround, please see [www.PayGround.com/contact] for PayGround’s contact information.
These Terms, and any additional agreement you enter into with PayGround in writing are the complete and entire understanding and agreement between PayGround and you regarding the PayGround Solution and supersede all previous or contemporaneous written and oral agreements and communications relating to the subject matter of these Terms, all of which are merged into these Terms. In these Terms: (a) the word “including” and words of similar import will mean “including, without limitation,” unless otherwise specified and (b) “or” is used in the sense of “and/or”; “any” is used in the sense of “any or all”.
All waivers by PayGround will be effective only if provided in writing. Any failure or delay by PayGround to strictly enforce any provision of these Terms will not operate as a waiver of that provision, any other provision, or any subsequent breach of that or any other provision.
Each provision in these Terms constitutes a separate and distinct provision severable from all other provisions. If any provision (or any part of a provision) is unenforceable under or prohibited by any present or future law, then the unenforceable provision (or part of the unenforceable provision) is amended to be in compliance with such law, while preserving the intent of the original provision to the extent possible. Any provision (or part of a provision) that cannot be amended will be severed from these Terms; and, all the remaining provisions of these Terms will continue in full force and effect.
These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without PayGround’s prior written consent. These Terms may be assigned by PayGround without restriction. These Terms are binding upon any permitted assignee.
As between you and PayGround, PayGround owns all right, title, and interest in and to the PayGround Marks (as defined below), and any goodwill arising out of the use of the PayGround Marks will remain with and belong to PayGround and its licensors. The PayGround Marks may not be copied, imitated, or used without the prior written consent of PayGround or the applicable trademark holder. PayGround Marks means any trademarks, service marks, service or trade names, logos and other designations of PayGround and its affiliates.
The PayGround Solution are subject to the export control laws, regulations and orders of the United States and may be subject to the export or import control laws and regulations of other countries. You will comply with all such laws and regulations that apply to the PayGround Solution. These laws include restrictions on destinations, end users, and end use. You represent and warrant that you: (a) are not a citizen, national or resident of, nor under the control of, the government of Cuba, Iran, North Korea, Syria, Sudan, or any other country to which the United States has prohibited export, (b) are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor listed on the United States Department of Commerce Table of Denial Orders, nor any other United States Government exclusion lists, (c) are not under the control of or an agent for anyone on such lists or the entities listed above, (d) will not export or re-export any portion of the PayGround Solution, directly, or indirectly, to the above-mentioned countries or to citizens, nationals, or residents of those countries or to persons on the above mentioned lists, and (e) will not use the PayGround Solution for, and will not allow the PayGround Solution to be used for, any purposes prohibited by United States law, including for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction.
Additional Terms Related to Use of the Plastiq Services.
In the event that you use a debit card, credit card or ACH transfer to pay a recipient (“Vendor”) through the Plastiq, Inc. service (the “Service”), you are additionally bound to the following terms (“Plastiq Terms”) contained within the following Card Payment Agreement. To the extent that any terms of the Terms conflict with these Plastiq Terms, these Plastiq Terms will control.
PayGround uses Plastiq Inc. to process credit and debit card and ACH transactions. Plastiq uses an account at Silicon Valley Bank (SVB) that is held in SVB’s name. The account title also shows that this account is for the benefit of customers of Plastiq. Plastiq has the right to instruct SVB on the use of funds in the account, including to receive funds from you and to then send funds to your recipient based on the instructions.
Payments can be made via credit or debit cards using the Service. PayGround uses Plastiq Inc. to process credit and debit card transactions. Plastiq is considered the Merchant of Record and User shall see Plastiq’s name (or “PQ”) on its card statement. Mastercard®, Visa®, Discover®, JCB®, Diners Club®, and American Express® (collectively “Payment Methods”) may be used with various restrictions applied based on the card brand. PayGround will proactively notify the User when a card is not compatible with a transaction prior to submission of the payment.
User agrees to provide complete, accurate, and up-to-date information for all information required to use the Service. Depending on your usage of the Service, more information may be requested. At any time post-submission, payments may be subject to review, which serves to better understand the nature of and reason for the payment. During this review process and for any reason, Plastiq may place a temporary hold on the delivery of the payment, and may request more information from User including but not limited to verification of User’s identity, an associated bill or invoice, or other evidence of your payment terms with Vendor. User acknowledges that failure to provide satisfactory information upon request may result in cancellation of the transaction.
To help the government fight terrorism and money laundering activities, certain personal data about the User may be obtained, verified, and sometimes stored. User authorizes Plastiq, directly or through third parties and service providers, to make any inquiries necessary to verify User’s identity. This may include asking User for further information, requiring User to take steps to confirm ownership of the financial instruments, and verifying User’s information against third party databases or through other sources. If identity cannot be verified, Plastiq reserves the right to deny you use of the Services. Plastiq reserves the right to review, place a hold on or cancel any payment requested through the Services for any reason, including but not limited to credit and fraud risk or compliance with applicable laws, such as anti-money laundering regulations, combating terrorist financing laws and OFAC sanctions. In Plastiq’s sole discretion, a hold may be placed on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding a payment, a User, a User’s counterparty, or any related facts or circumstances.
Depending on the results of this review, appropriate action may take place, including declining the payment, refunding the payment, or continuing to hold the payment pending instructions from a government agency.
APPLICABLE TAXES AND PENALTIES
User is responsible for all fees, fines, penalties and other liability incurred by Plastiq, yourself, or a third party caused by or arising out of your breach of these Plastiq Terms, and/or your use of the Services. User agrees to reimburse Plastiq or a third party for any and all such liability.
In the event that you are liable for any amounts owed, a transaction may be initiated via your Payment Method or other available payment methods to pay any such amounts. If User does not have sufficient funds available to fulfill such payment, collection efforts and/or other legal actions to recover such amounts will be used.
A temporary, small authorization charge may appear on your card statement to confirm validity. All Payment Method usage associated with payments submitted via the Services are subject to existing terms set by your Issuing Bank, including any relevant credit or transactional limits, credit and interest terms, and the conditions for any rewards programs. If your Payment Method is not based in the USD, a foreign transaction fee may be charged by your Issuing Bank.
To prevent fraud and comply with legal obligations, we may ask for additional information from User and from third parties. The payment may be put on hold for review. If User does not cooperate within the review process, the payment may be delayed or declined.
SATISFACTORY GOODS OR SERVICES
By submitting the payment for processing by the Services, User agrees that the goods or services provided by Vendor in exchange for the principal have already been rendered to your satisfaction. User hereby forfeits any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided. User assumes all financial risks associated with the nonperformance of the Vendor.
User agrees not to use the Services:
- For unsupported transfers, including sending money
- to yourself or an entity in which you have control;
- on behalf of another party;
- not in direct exchange for a rendered good or service;
- or goods or services whose delivery or completion has not yet been confirmed;
- other than for legitimate payment purposes (e.g., to test or probe card behaviors)
Refunds are not available in cases where a Vendor has already received the payment. If this is the case, you should contact Vendor directly to request a refund, pursuant to their payment terms. Refunds may be made by electronic Payments, including those delivered via Electronic Fund Transfer (EFT), Automated Clearing House (ACH), and bill payment network providers, prior to their disbursement.
You are responsible for confirming the correctness and completeness of your Payment at the time of submission. If a Payment issue can be traced to any incorrect or incomplete information
you confirmed at the time of Payment review, even for information which may have been pre-filled, you agree to hold responsibility for any resulting consequences, which may include but not be limited to an unintended Vendor accepting and retaining your Payment, an issue in a Vendor accounting for your Payment, or an inability to complete your Payment. Accordingly, Plastiq assumes no responsibility and will have no liability for any consequences between User and Vendor.
There may be times when User may not be the authorized user of the Payment Method or User may otherwise contest the transaction. If User decides to chargeback or reverse the transaction with your Payment Method and there is reason to believe the chargeback is not in good faith, User agrees to pay the full amount of the chargeback immediately upon demand, and any associated fees, fines, or penalties. User agrees to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred for the collection of all amounts unpaid by User. Further, if Plastiq reasonably believes that a chargeback is likely with respect to any transaction, we may withhold, reject, or refund the amount of the potential chargeback from payments.
For Visa Cards, Plastiq is a Business Payment Solution Provider (“BPSP”). By continuing to use the Services, User agrees to accept all risks associated with any non-performance by your Vendor. User hereby forfeits any disputes regarding insufficient or unexpected quality or untimely delivery of the goods and services provided.
ACH DEBIT AUTHORIZATION AS A PAYMENT METHOD
If you choose to use the ACH Payment Method, a verification process may include debiting a small amount from your bank account(s), then immediately crediting the same amount back to your bank account, and verifying the amount debited, in order to confirm that you are the owner of the bank account(s). Plastiq will only use this process to screen for fraud. You agree to comply with NACHA laws and comply with US laws in accordance with this authorization.
You hereby authorize Plastiq Inc. or its subsidiaries (“Plastiq”) to initiate debits from the bank account(s) that you enter in order to pay amounts owed to your recipients in accordance with the
instructions you entered and, if necessary, to initiate adjustments for any transactions credited or debited in error.
If sufficient funds are not in the bank account(s), you may be charged a returned/rejected item fee. You understand that this authorization will remain in effect until you cancel it in writing or revoke it. Furthermore, you authorize Plastiq to debit, if the payment is returned for any reason, a rejected/returned item fee of $30 or the maximum amount allowed by law. You represent that you have authority to bind the organization that owns the bank account(s), and to authorize all transactions to the bank account(s) that are initiated through Plastiq. You acknowledge that transactions initiated to the bank account(s) must comply with the provisions of U.S. law. This authorization will remain in effect until you notify Plastiq in writing to cancel it.
RETURNED TRANSACTIONS AND STOPPED PAYMENTS VIA ACH PAYMENT METHOD
If for any reason, you decide to void a payment request via ACH, Plastiq will use commercially reasonable efforts to stop the payment, but you understand and agree that Plastiq may not be able to stop the payment. Plastiq’s ability to stop a payment depends on a number of factors, including but not limited to the payment method delivery time and whether the payment has cleared the recipient’s account. You agree that Plastiq will not have any liability for failing to stop a payment that has begun to process. Please note that you may be subject to a fee when requesting a stop payment request.
You are solely responsible for the accuracy of the payment information or the payment instructions provided to Plastiq. If a payment is refused or returned, Plastiq will void the payment unless Plastiq, in its sole discretion, decides to take another action on the payment, such as crediting or reissuing the payment. If a returned or refused payment is voided, you authorize Plastiq to credit the amount of the payment directly to the same payment method, less any fees or other amounts owed by you to Plastiq.
Plastiq reserves the right to expire, void, or cancel any payment if the payment is not deposited or otherwise received and processed by a payee within a reasonable amount of time, as determined by Plastiq in our sole discretion. If Plastiq expires, voids, or cancels any payment, you authorize Plastiq to credit the amount of the payment back to the original bank account, less any Fees or other amounts owed by you to Plastiq.
You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit and agree to reimburse Plastiq for all penalties and fees incurred if any funding ACH debit is returned because your ACH Payment Method was not properly configured correctly.
CLASS ACTION WAIVER AND BINDING ARBITRATION
In the event of a dispute, claim, or controversy (“Claim”) between you and Plastiq, arising from or relating in any way to this Agreement, the Services, or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, the Claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules (or if the value of the Claim is $75,000 USD or less whether or not you are an individual under the AAA’s Consumer Arbitration Rules). All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis only, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you and Plastiq. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis.
IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND PLASTIQ MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.
If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-7787879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future.
Must file within one year. All Claims must be filed within one year of when the Claim arises. Otherwise, it is permanently barred.
Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will not be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of this Arbitration Agreement is found to be illegal or unenforceable, that provision will be severed but the rest of this Arbitration Agreement still applies.
Conflict with AAA rules. This agreement governs if it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
Plastiq affiliates are third-party beneficiaries. Affiliates of Plastiq are not parties to this Arbitration Agreement but are third-party beneficiaries of your agreement with Plastiq to resolve disputes through informal negotiation and arbitration.
Opt out. You agree that Binding Arbitration applies to this Agreement unless you opt out by notifying Plastiq with an email containing your full name and the express intent to opt out sent to firstname.lastname@example.org within 60 days of your initial user of the Services.
Governing Law and Jurisdiction
In the United States, this Agreement, the Services, and the relationship formed between the parties as a result of this Agreement are governed and construed in accordance with the laws of the State of California, without giving effect to its choice of law provisions. Further, You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in the City and County of San Francisco, California, for any and all disputes, claims, and actions arising from or in connection this Agreement, the Services, and the relationship formed between the parties as a result of this Agreement. In Canada, this Agreement, the Services, and the relationship formed between the parties as a result of this Agreement are governed by the laws of British Columbia.
Prohibition of Class Representative Action
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis and not in a class or representative action. Neither party to this Agreement will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Release of Plastiq
If you have a dispute with one or more Vendor or other third parties, you release Plastiq (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.